Exhibit
4.1 


EXECUTION
VERSION


 


 


 






 


INDENTURE



Dated as of December 5, 2016



Among





OCWEN
LOAN SERVICING, LLC,

as the Company


 


OCWEN
FINANCIAL CORPORATION,

as the Parent


 


THE
OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO



and



WILMINGTON TRUST, NATIONAL ASSOCIATION,

as the Trustee and as the Collateral Trustee



8.375% SENIOR SECURED SECOND LIEN NOTES DUE 2022




    	 



    	 



    

TABLE
OF CONTENTS





	 	 	Page
	 	 	 
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Other Definitions	42
	SECTION 1.03.	[Reserved]	42
	SECTION 1.04.	Rules of Construction	42
	SECTION 1.05.	Acts of Holders	43
	 	 	 
	ARTICLE 2
	THE NOTES
	 	 	 
	SECTION 2.01.	Form and Dating;
    Terms	44
	SECTION 2.02.	Execution and
    Authentication	46
	SECTION 2.03.	Registrar and
    Paying Agent	46
	SECTION 2.04.	Paying Agent
    to Hold Money in Trust	47
	SECTION 2.05.	Holder Lists	47
	SECTION 2.06.	Transfer and
    Exchange	47
	SECTION 2.07.	Replacement
    Notes	57
	SECTION 2.08.	Outstanding
    Notes	58
	SECTION 2.09.	Treasury Notes	58
	SECTION 2.10.	Temporary Notes	58
	SECTION 2.11.	Cancellation	58
	SECTION 2.12.	CUSIP and ISIN
    Numbers	58
	 	 	 
	ARTICLE 3
	REDEMPTION
	 	 	 
	SECTION 3.01.	Notices to
    Trustee	59
	SECTION 3.02.	Selection of
    Notes to Be Redeemed or Purchased	59
	SECTION 3.03.	Notice of Redemption	59
	SECTION 3.04.	Effect of Notice
    of Redemption	60
	SECTION 3.05.	Deposit of
    Redemption or Purchase Price	60
	SECTION 3.06.	Notes Redeemed
    or Purchased in Part	61
	SECTION 3.07.	Optional Redemption	61
	SECTION 3.08.	Mandatory Redemption	62
	SECTION 3.09.	Offers to Repurchase
    by Application of Excess Proceeds	62
	 	 	 
	ARTICLE 4
	COVENANTS
	 	 	 
	SECTION 4.01.	Payment of
    Notes	64
	SECTION 4.02.	Maintenance
    of Office or Agency	64
	SECTION 4.03.	Reports and
    Other Information	65
	SECTION 4.04.	Compliance
    Certificate	66
	SECTION 4.05.	Taxes	66
	SECTION 4.06.	Stay, Extension
    and Usury Laws	66
	SECTION 4.07.	Limitation
    on Restricted Payments	67
	SECTION 4.08.	Limitation
    on Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries	 71
	SECTION 4.09.	Limitation
    on Incurrence of Indebtedness and Issuance of Preferred Stock	73





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	 	 	Page
	 	 	 
	SECTION 4.10.	Asset Sales	73
	SECTION 4.11.	Limitation
    on Transactions with Affiliates	75
	SECTION 4.12.	Limitation
    on Liens	77
	SECTION 4.13.	Conduct of
    Business	78
	SECTION 4.14.	Offer to Repurchase
    Upon Change of Control	78
	SECTION 4.15.	Limitation
    on the Issuance of Guarantees of Indebtedness by Restricted	 
	 	Subsidiaries	79
	SECTION 4.16.	Limitation
    on Sale and Leaseback Transactions	80
	SECTION 4.17.	Designation
    of Unrestricted and Restricted Subsidiaries	80
	SECTION 4.18.	Covenant Suspension	81
	SECTION 4.19.	Acknowledgement
    Agreements	81
	SECTION 4.20.	MSR Collateral
    Financing Statements	81
	SECTION 4.21.	Post-Closing
    Obligations	81
	 	 	 
	ARTICLE 5
	SUCCESSORS
	 	 	 
	SECTION 5.01.	Merger, Consolidation
    or Sale of All or Substantially All Assets	82
	SECTION 5.02.	Surviving Entity
    Substituted	83
	 	 	 
	ARTICLE 6
	DEFAULTS AND REMEDIES
	 	 	 
	SECTION 6.01.	Events of Default	84
	SECTION 6.02.	Acceleration	86
	SECTION 6.03.	Other Remedies	87
	SECTION 6.04.	Waiver of Past
    Defaults	87
	SECTION 6.05.	Control by
    Majority	87
	SECTION 6.06.	Rights of Holders
    of Notes to Receive Payment	87
	SECTION 6.07.	Collection
    Suit by Trustee	87
	SECTION 6.08.	Restoration
    of Rights and Remedies	88
	SECTION 6.09.	Rights and
    Remedies Cumulative	88
	SECTION 6.10.	Delay or Omission
    Not Waiver	88
	SECTION 6.11.	Trustee May
    File Proofs of Claim	88
	SECTION 6.12.	Undertaking
    for Costs	88
	SECTION 6.13.	Trustee May
    Enforce Claims without Possession of Notes	89
	SECTION 6.14.	Limitation
    on Suits	89
	SECTION 6.15.	Priorities	89
	 	 	 
	ARTICLE 7
	TRUSTEE
	 	 	 
	SECTION 7.01.	Duties of Trustee	90
	SECTION 7.02.	Rights of Trustee	91
	SECTION 7.03.	Individual
    Rights of Trustee	92
	SECTION 7.04.	Trustee’s
    Disclaimer	92
	SECTION 7.05.	Notice of Defaults	93
	SECTION 7.06.	Compensation
    and Indemnity	93
	SECTION 7.07.	Replacement
    of Trustee	94
	SECTION 7.08.	Successor Trustee
    by Merger, etc	95
	SECTION 7.09.	Eligibility;
    Disqualification	95




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	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	Page
	 	 	 
	SECTION 8.01.	Option to Effect
    Legal Defeasance or Covenant Defeasance	95
	SECTION 8.02.	Legal Defeasance
    and Discharge	95
	SECTION 8.03.	Covenant Defeasance	96
	SECTION 8.04.	Conditions
    to Legal or Covenant Defeasance	96
	SECTION 8.05.	Deposited Money
    and Government Securities to Be Held in Trust; Other Miscellaneous
    Provisions 	 98
	SECTION 8.06.	Repayment to
    Company	98
	SECTION 8.07.	Reinstatement	98
	 	 	 
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 
	SECTION 9.01.	Without Consent
    of Holders of Notes	99
	SECTION 9.02.	With Consent
    of Holders of Notes	100
	SECTION 9.03.	[Reserved]	101
	SECTION 9.04.	Revocation
    and Effect of Consents	101
	SECTION 9.05.	Notation on
    or Exchange of Notes	102
	SECTION 9.06.	Trustee or
    Collateral Trustee to Sign Amendments, etc	102
	 	 	 
	ARTICLE 10
	NOTE GUARANTEES
	 	 	 
	SECTION 10.01.	Note Guarantee	102
	SECTION 10.02.	Limitation
    on Guarantor Liability	104
	SECTION 10.03.	Execution and
    Delivery	104
	SECTION 10.04.	Subrogation	104
	SECTION 10.05.	Benefits Acknowledged	105
	SECTION 10.06.	Merge, Consolidation
    or Sale of All or Substantially All Assets	105
	SECTION 10.07.	Release of
    Note Guarantees	105
	 	 	 
	ARTICLE 11
	SECURITY
	 	 	 
	SECTION 11.01.	Collateral
    and Security Documents	106
	SECTION 11.02.	Release of
    Collateral.	106
	SECTION 11.03.	Authorization
    of Receipt of Funds by the Collateral Trustee Under the Security Documents.	 107
	SECTION 11.04.	Powers Exercisable
    by Receiver or Collateral Trustee	107
	SECTION 11.05.	Appointment
    and Authorization of Collateral Trustee	108
	SECTION 11.06.	Compensation
    and Indemnity	113
	SECTION 11.07.	Appointment
    and Authorization of MSR Collateral Agent; Company’s Obligation
    to Seek New Acknowledgment Agreements upon MSR Collateral
    Agent’s Resignation 	 113
	SECTION 11.08.	Intercreditor
    Agreements and Security Documents	113
	 	 	 
	ARTICLE 12
	SATISFACTION AND DISCHARGE
	 	 	 
	SECTION 12.01.	Satisfaction
    and Discharge	113
	SECTION 12.02.	Application
    of Trust Money	114





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	ARTICLE 13
	MISCELLANEOUS
	 	 	 
	 	 	Page
	 	 	 
	SECTION 13.01.	[Reserved]	114
	SECTION 13.02.	Notices	114
	SECTION 13.03.	Communication
    by Holders of Notes with Other Holders of Notes	116
	SECTION 13.04.	Certificate
    and Opinion as to Conditions Precedent	116
	SECTION 13.05.	Statements
    Required in Certificate or Opinion	116
	SECTION 13.06.	Rules by Trustee
    and Agents	116
	SECTION 13.07.	No Personal
    Liability of Directors, Officers, Employees and Stockholders	116
	SECTION 13.08.	Governing Law;
    Consent to Jurisdiction and Service	117
	SECTION 13.09.	Waiver of Jury
    Trial	117
	SECTION 13.10.	Force Majeure	117
	SECTION 13.11.	No Adverse
    Interpretation of Other Agreements	117
	SECTION 13.12.	Successors	117
	SECTION 13.13.	Severability	117
	SECTION 13.14.	Counterpart
    Originals	118
	SECTION 13.15.	Table of Contents,
    Headings, etc	118
	SECTION 13.16.	[Reserved]	118
	SECTION 13.17.	U.S.A. Patriot
    Act	118
	SECTION 13.18.	FATCA	118




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	EXHIBITS	 
	 	 
	Exhibit A	Form of Note
	Exhibit B	Form of Certificate
    of Transfer
	Exhibit C	Form of Certificate
    of Exchange
	Exhibit D	Form of Supplemental
    Indenture to Be Delivered by Subsequent Guarantors
	Exhibit E	Form of Free Transferability
    Certificate
	Exhibit F	Form of Security
    Agreement
	Exhibit G	Form of Junior
    Priority Intercreditor Agreement
	Exhibit H	Form of Equal
    Priority Intercreditor Agreement





    	-v-



    	 



    


INDENTURE,
dated as of December 5, 2016, between Ocwen Loan Servicing, LLC, a Delaware limited liability company (collectively with successors
and assigns, the “Company”), Ocwen Financial Corporation, a Florida corporation (collectively with successors
and assigns, the “Parent”), the other Guarantors (as defined herein) listed on the signature pages hereto,
and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Trustee.


W  I  T  N  E  S  S  E  T  H


WHEREAS,
the Company has duly authorized the creation of an issue of $346,878,000 aggregate principal amount of its 8.375% Senior Secured
Second Lien Notes due 2022 (the “Initial Notes”);


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture.


NOW,
THEREFORE, the Company, any Guarantors from time to time party hereto and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes.


ARTICLE
1

DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.          Definitions.


“144A
Global Note” means a Global Note, substantially in the form of Exhibit A hereto, bearing the Global Note Legend, the
Private Placement Legend and, if applicable, the OID Legend and deposited with or on behalf of, and registered in the name of,
the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold
in reliance on Rule 144A.


“Acknowledgment
Agreements” has the meaning specified in the Junior Priority Intercreditor Agreement.


“Acquired
Indebtedness” means Indebtedness of a Person or any of its Restricted Subsidiaries existing at the time such Person
becomes a Restricted Subsidiary of the Parent or at the time it merges or consolidates with the Parent or any of its Restricted
Subsidiaries or assumed in connection with the acquisition of assets from such Person or secured by a Lien encumbering any asset
acquired by such Person and, in each case, whether or not incurred by such Person in connection with, or in anticipation or contemplation
of, such Person becoming a Restricted Subsidiary of the Parent or such acquisition, merger or consolidation.


“Additional
Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Sections 2.01 and 4.09.


“Affiliate”
means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The term “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative of the foregoing.


“Agent”
means any Registrar or Paying Agent and its successors and assigns.



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“Applicable
Premium” means, with respect to any Note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding
principal amount of such Note and (ii) the excess of:


(1)          the
present value at such redemption date of the sum of (i) the redemption price of such Note at November 15, 2018 (such redemption
price being set forth in Section 3.07(c)) plus (ii) all required interest payments due on such Note through November 15, 2018
(excluding accrued but unpaid interest), such present value to be computed using a discount rate equal to the Treasury Rate as
of such redemption date plus 50 basis points; over


(2)          the
then outstanding principal amount of such Note.


The
Applicable Premium shall be calculated by the Company, and the Trustee shall have no responsibility to verify such amount.


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.


“Asset
Acquisition” means (1) an Investment by the Parent or any Restricted Subsidiary of the Parent in any other Person pursuant
to which such Person shall become a Restricted Subsidiary of the Parent or any Restricted Subsidiary of the Parent, or shall be
merged with or into the Parent or any Restricted Subsidiary of the Parent, or (2) the acquisition by the Parent or any Restricted
Subsidiary of the Parent of the assets of any Person (other than a Restricted Subsidiary of the Parent) other than in the ordinary
course of business.


“Asset
Sale” means:


(1)          the
sale, lease (other than operating leases entered in the ordinary course of business), conveyance or other disposition of any assets
or rights; provided that the sale, lease (other than operating leases entered in the ordinary course of business), conveyance
or other disposition of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole,
other than any Required Asset Sale, will be governed by the provisions of Section 4.14 and/or Section 5.01 and not by the provisions
of Section 4.10; provided further that a transaction otherwise meeting the requirements of an “Asset Sale”
under this definition will be deemed to be an Asset Sale notwithstanding its treatment under GAAP; and


(2)          the
issuance or sale of Equity Interests in any of the Parent’s Restricted Subsidiaries.


Notwithstanding
the foregoing, none of the following items will be deemed to be an Asset Sale:


(1)          any
single transaction or series of related transactions that involves assets having a Fair Market Value of less than $20.0 million;
provided that all such transactions that are deemed to not be Asset Sales pursuant to this clause (1) shall not exceed $30.0 million
in any calendar year;


(2)          a
transfer of assets between or among the Parent and any Restricted Subsidiary of the Parent;


(3)          an
issuance of Equity Interests by a Restricted Subsidiary of the Parent to the Parent or to another Restricted Subsidiary of the
Parent;



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(4)          the
sale of advances, MSRs, mortgages, other loans, customer receivables, mortgage related securities or derivatives or other assets
(or any interests in any of the foregoing) in the ordinary course of business, the sale, transfer or discount of accounts receivable
or other assets that by their terms convert into cash and any sale of securities in respect of additional fundings under reverse
mortgage loans, in each case, in the ordinary course of business;


(5)          the
sale or other disposition of cash or Cash Equivalents or Investment Grade Securities;


(6)          the sale, conveyance or other disposition of Investments or other assets and disposition or compromise of mortgages, other
loans or receivables, in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of
remedies with respect thereto, in the ordinary course of business or in bankruptcy, foreclosure or similar proceedings, including
foreclosure, repossession and disposition of REO Assets and other collateral for mortgages or other loans serviced and/or originated
by the Parent or any of its Subsidiaries;


(7)          the
modification of any mortgages or other loans owned or serviced by the Parent or any of its Restricted Subsidiaries in the ordinary
course of business;


(8)          a
Restricted Payment that does not violate Section 4.07 or a Permitted Investment;


(9)          disposals, liquidations or replacements of damaged, worn out or obsolete equipment or other assets no longer used or useful
in the business of the Parent and its Restricted Subsidiaries, in each case the ordinary course of business;


(10)          assets sold, conveyed or otherwise disposed of pursuant to the terms of Permitted Funding Indebtedness or Non-Recourse Indebtedness;


(11)          a sale, conveyance or other disposition (in one or more transactions) of Securitization Assets or Residual Interests;


(12)          a sale, conveyance or other disposition (in one or more transactions) of Servicing Advances, Residential Mortgage Loans or
MSRs or any parts thereof (a) in the ordinary course of business, (b) in connection with the transfer or termination of the related
MSRs or (c) in connection with Excess Spread Sales in the ordinary course of business;


(13)          a sale, conveyance or other disposition of Securitization Assets in the ordinary course of business in connection with the
origination, acquisition, securitization and/or sale of loans that are purchased, insured, guaranteed, or securitized;


(14)          a sale, conveyance or other disposition of MSRs or any interests therein in connection with MSR Facilities or Warehouse Facilities
or REO Assets;


(15)          a sale, conveyance or other disposition of Equity Interests of an Unrestricted Subsidiary;


(16)          the creation of a Lien (but not the sale or other disposition of the property subject to such Lien) permitted by Section 4.12;



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(17)          transactions pursuant to repurchase agreements entered into in the ordinary course of business;


(18)          any Co-Investment Transaction;


(19)          any sale or other disposition of a minority interest in any Person that is not a Subsidiary, that constituted a Restricted
Payment or Permitted Investment; provided that (x) the majority interests in such Person shall also be concurrently sold
or transferred on the same terms and the holder or holders of such majority interests shall have required such sale or disposition
of such minority interest pursuant to the exercise of any applicable drag-along rights and (y) the Net Proceeds from the sale
or transfer of such minority interest are applied in accordance with Section 4.10;


(20)          any lease or license of real and personal property in the ordinary course of business;


(21)          any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims
in the ordinary course of business;


(22)          sales, contributions, assignments or other transfers of Servicing Advances to Securitization Entities and Warehouse Facility
Trusts in connection with Securitizations or Warehouse Facilities;


(23)          [reserved];


(24)          inventory (or other assets) sold, leased or licensed in the ordinary course of business (excluding any such sales, leases
or licenses by operations or divisions discontinued or to be discontinued); and


(25)          the sale, lease, conveyance or other disposition of any assets or rights required or advisable as a result of statutory or
regulatory changes or requirements (including any settlements with any regulatory agencies) as determined in good faith by the
senior management of the Company; provided that any cash or Cash Equivalents received must be applied as Net Proceeds in
accordance with Section 4.10.


“Asset
Swap” means an exchange (or concurrent purchase and sale) of property, plant, equipment or other assets (excluding working
capital or current assets) of the Parent or any of its Restricted Subsidiaries for the assets or Capital Stock of a Person conducting
a Permitted Business; provided that, in the case of any such exchange for Capital Stock of a Person conducting a Permitted
Business, such Person is or becomes a Restricted Subsidiary; provided, further, that any unrestricted cash
or Cash Equivalents received must be applied as Net Proceeds in accordance with Section 4.10.


“Attributable
Debt” in respect of a sale and leaseback transaction means, as of the time of determination, the present value (discounted
at the interest rate per annum implicit in the lease involved in such sale and leaseback transaction, as determined in good faith
by the Company) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount
of sales or similar contingent amounts) during the remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended); provided, however, that if such sale and
leaseback transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined
in accordance with the definition of Capitalized Lease Obligation. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such rental payments shall also include the amount of such penalty, but no rental payments shall
be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.



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“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


“Bankruptcy
Law” means the Bankruptcy Code or any similar federal, foreign or state law for the relief of debtors.


“Board
of Directors” means, as to any Person, the Board of Directors, or similar governing body, of such Person or any duly
authorized committee thereof, including, but not limited to, the audit committee.


“Board
Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary
of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date
of such certification, and delivered to the Trustee.


“Business
Day” means each day that is not a Saturday, a Sunday or a day on which commercial banking institutions are not
required to be open in the State of New York or the place of payment.


“Capital
Stock” means:


(1)          with
respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated
and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; or


(2)          with
respect to any Person that is not a corporation, any and all partnership, membership or other equity interests (whether general
or limited) of such Person,


but,
in each case, excluding any debt security that is convertible or exchangeable for Capital Stock.


“Capitalized
Lease Obligation” means, as to any Person, the obligations of such Person as lessee under a lease that are required
to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of
such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP;
provided, for the avoidance of doubt, that any obligations of the Parent and its Restricted Subsidiaries either
existing on the date of this Indenture or created prior to the recharacterization described below that were not included on the
consolidated balance sheet of the Company as Capitalized Lease Obligations and that are subsequently recharacterized as Capitalized
Lease Obligations due to a change in GAAP, shall for purposes of this Indenture not be treated as Capitalized Lease Obligations
or Indebtedness.


“Cash
Equivalents” means:


(1)          Dollars;


(2)          in the case of any Foreign Subsidiary of the Parent that is a Restricted Subsidiary of the Parent, such local currencies held
by such Foreign Subsidiary of the Parent from time to time in the ordinary course of business;



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(3)          securities
or any evidence of indebtedness issued or directly and fully guaranteed or insured by the United States government or any agency
or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged
in support of those securities or such evidence of indebtedness);


(4)          marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having
one of the three highest ratings obtainable from either S&P or Moody’s;


(5)          certificates
of deposit with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding twelve months and overnight bank deposits with any domestic commercial bank having capital and surplus in excess of
$500.0 million and a Moody’s or S&P rating of “B” or better;


(6)          repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (3), (4) and (5)
above entered into with any financial institution meeting the qualifications specified in clause (5) above;


(7)          commercial
paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing within twelve months
after the date of acquisition; and


(8)          money
market funds (i) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through
(7) of this definition or (ii) that comply with the criteria under Rule 2a-7 of the Investment Company Act of 1940 and are rated
at least AAA by S&P or Aaa by Moody’s.


In
the case of Investments by any Foreign Subsidiary of the Parent that is a Restricted Subsidiary of the Parent, Cash Equivalents
shall also include (a) investments of the type and maturity described in clauses (1) through (8) above of foreign obligors, which
Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable
foreign rating agencies and (b) local currencies and other short-term investments utilized by Foreign Subsidiaries that are Restricted
Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments
in clauses (1) through (8) and in this paragraph.


“Change
of Control” means the occurrence of any of the following:


(1)          the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Parent and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder;


(2)          the
Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) other than one or more Permitted Holders, in a single transaction
or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total
voting power of the Voting Stock of the Parent; provided that for purposes of calculating the “beneficial ownership”
of any group, any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not be included in determining
the amount of Voting Stock “beneficially owned” by such group; or



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(3)          the
Company shall cease for any reason to be a Wholly Owned Restricted Subsidiary of the Parent.


 


For
purposes of this definition, any direct or indirect holding company of the Parent shall not itself be considered a “Person”
or “group” for purposes of clause (2) above; provided that no “Person” or “group” (other
than one or more Permitted Holders) beneficially owns, directly or indirectly, more than 50.0% of the total voting power of the
Voting Stock of such holding company.


“Clearstream”
means Clearstream Banking, Société Anonyme and its successors and/or assigns.


“Co-Investment
Transaction” means a transaction pursuant to which a portion of MSRs or the right to receive fees in respect of MSRs
are transferred for fair value to another Person.


“Code”
means the Internal Revenue Code of 1986, as amended.


“Collateral”
means, collectively, all of the real, personal and mixed property in which Liens are purported to be granted pursuant to the Security
Documents as security for the Notes Obligations.


“Collateral
Trustee” means Wilmington Trust, National Association, as collateral trustee,
until a successor replaces it in accordance with the applicable provisions of this Indenture and the Security Documents, and thereafter
means the successor serving hereunder and thereunder.


“Common
Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however
designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued
after the Issue Date, and includes, without limitation, all series and classes of such common stock.


“Company
Order” means a written request or order signed on behalf of the Company by an Officer of the Company and delivered to
the Trustee.


“Consolidated
Adjusted EBITDA” means, with respect to any Person, for any period, Consolidated Net Income of such Person for such
period, adjusted by:


(a)          deducting
therefrom (to the extent included in determining Consolidated Net Income for such period except for payments referred to in clause
(a)(iv) below), without duplication, the amount (determined on a consolidated basis for the Parent and its Restricted Subsidiaries
for such period) of:


(i)          non-recurring
or unusual gains;


(ii)          non-cash
gains and other non-cash income (excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated
cash charges in any prior period), but excluding loan origination related non-cash gains, such as gains on interest rate lock
derivatives, forward sale commitment derivatives, loans held for sale and capitalized mortgage servicing rights, which shall be
included in calculating Consolidated Adjusted EBITDA even if such gains and income were excluded in calculating Consolidated Net
Income;



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(iii)        [reserved];


(iv)       net
income attributable to discontinued operations; and


(v)        gains
on non-recourse assets held by any Securitization Entity to the extent consolidated on the balance sheet;


(b)         adding
thereto (to the extent deducted in determining Consolidated Net Income for such period except as otherwise specified below), without
duplication, the amount (determined on a consolidated basis for the Parent and its Restricted Subsidiaries for such period) of:


(i)          total
interest expense (inclusive of amortization of deferred financing fees (other than arrangement, commitment, underwriting, amendment,
structuring or similar fees paid to any agent, underwriter or arranger or fees that are not paid ratably to the market) and other
original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)), excluding
without duplication interest expense attributable to Non-Recourse Indebtedness, Excess Spread Sales and Permitted Securitization
Indebtedness and interest expense attributable to Permitted Funding Indebtedness;


(ii)         without
duplication among periods, provision for taxes paid or accrued based on income or capital, withholding, franchise and similar
taxes;


(iii)        all
depreciation and amortization expense, excluding amortization of MSRs and intangibles which shall not be added thereto (it being
understood that, for purposes of calculating Consolidated Adjusted EBITDA, Consolidated Net Income shall be calculated by deducting
therefrom the amount of depreciation and amortization in such period pursuant to GAAP, even if such amount is otherwise excluded
from the calculation of Consolidated Net Income);


(iv)        non-cash
charges or non-cash losses (including but not limited to share based non-cash compensation and non-cash fair value adjustments),
but excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense that was paid in a prior period and any loan origination non-cash losses such
as losses on interest rate lock derivatives, forward sale commitment derivatives or loans held for sale, which shall not be added
thereto (it being understood that, for purposes of calculating Consolidated Adjusted EBITDA, Consolidated Net Income shall be
calculated by deducting therefrom the amount of such non-cash charges or non-cash losses in such period pursuant to GAAP, even
if such amount is otherwise excluded from the calculation of Consolidated Net Income);


(v)         fees
and expenses incurred in connection with the Specified Transactions on or prior to the first anniversary of the Issue Date;


(vi)        fees
and expenses incurred in connection with any Investment (including any Asset Acquisition), issuance of Equity Interests or incurrence
of Indebtedness (in each case, whether or not consummated), except to the extent that such fees and expenses were financed with
proceeds of equity or Indebtedness;



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(vii)       non-recurring
or unusual losses or charges or net after-tax extraordinary losses or charges (including without limitation any such charges attributable
to the implementation of cost-savings initiatives, severance, restructuring charges, relocation costs and one-time compensation
charges (in each case relating to any Asset Acquisitions));


(viii)      expenses
related to Asset Acquisitions including expenses for preparing the Parent’s operations prior to acquisitions in anticipation
of integrating the acquired business or assets (including employee compensation and IT related expenses), professional fees, one-time
expenses and additional costs incurred after an Asset Acquisition but prior to full integration with the Parent’s servicing
systems and other operations (including contract breakage fees, platform shutdown costs, IT support costs and any other redundant
costs);


(ix)        net
loss attributable to discontinued operations;


(x)         servicing
income earned for servicing of assets in any Securitization Entity to the extent consolidated on the balance sheet and accounted
for at fair value;


(xi)        expenses
related to settlement of any litigation including reserves therefor;


(xii)        losses
on non-recourse assets held by any Securitization Entity to the extent consolidated on the balance sheet;


(xiii)      [reserved];
and


(xiv)      any
valuation allowance for mortgage loans held-for-investment and corresponding debt in relation to securitized loans in accordance
with GAAP that require no additional capital or equity contributions to the Parent.


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:


(1)          the
aggregate of the interest expense on Indebtedness of such Person and its Restricted Subsidiaries for such period determined on
a consolidated basis in accordance with GAAP, including without limitation, (a) any amortization of debt discount (except as set
forth below), (b) the net costs under Permitted Hedging Transactions, (c) all capitalized interest, and (d) the interest portion
of any deferred payment obligation, but excluding any amortization of debt discount (excess of proceeds over the initial fair
value of the debt component) on any convertible debt securities resulting from the application of Accounting Standards Codification
470-20, Debt (but only to the extent of the information therein that was codified from Financial Accounting Standards Board Staff
Position No. APB 14-1—Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including
Partial Cash Settlement) or related interpretations or guidance);


(2)          to
the extent not already included in clause (1), the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled
to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis
in accordance with GAAP;



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(3)          the
imputed interest with respect to Attributable Debt created after the Issue Date; and


(4)          the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Capital Stock
of such Person or Preferred Stock of any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely
in Equity Interests of the Parent (other than Disqualified Capital Stock) or to the Parent or a Restricted Subsidiary of the Parent,
times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in
accordance with GAAP.


“Consolidated
Net Income” shall mean, for any period, the net income (or loss) of the Parent and its Restricted Subsidiaries
determined on a consolidated basis for such period (taken as a single accounting period) in accordance with GAAP, provided
that:


(A)         the
following items shall be excluded in computing Consolidated Net Income (without duplication):


(i)         the
net income or loss of any Person that is not a Restricted Subsidiary of the Parent, except to the extent of the amount of cash
dividends or other cash distributions of net income actually paid to the Parent or a Restricted Subsidiary by such Person during
such period;


(ii)       the
net income (or loss) of any Person prior to the date it becomes a Restricted Subsidiary or all or substantially all of the property
or the net income related to assets of such Person are acquired by the Parent or a Restricted Subsidiary; and


(iii)      the
net income of any Restricted Subsidiary that is not a Guarantor to the extent that the declaration or payment of cash dividends
or similar cash distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable
to such Restricted Subsidiary;


(B)         any
interest expense on Permitted MSR Indebtedness, Permitted Servicing Advance Facility Indebtedness and Permitted Warehouse Indebtedness
for such period shall reduce Consolidated Net Income for such period to the extent that such amounts did not otherwise reduce
Consolidated Net Income for such period;


(C)         items
classified as extraordinary gains or losses (calculated on an after-tax basis) shall be excluded in computing Consolidated Net
Income (without duplication);


(D)         the
following items (the amounts thereof to be initially calculated on a pre-tax basis and then adjusted for taxes cumulatively) shall
be excluded in computing Consolidated Net Income:


(i)        changes
in the fair value of the Parent’s assets or liabilities, including changes in the fair value of MSRs and reverse mortgage
loans;


(ii)       direct
impairment charges or the reversal of such charges;



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(iii)      gains
and losses realized upon the disposition (including reserves or abandonments) of assets outside of the ordinary course of business;


(iv)      income
or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness;


(v)       the
cumulative effect of a change in accounting principles during such period;


(vi)      the
amortization of cash flow hedges, MSRs and intangibles;


(vii)     the
amount of all reversals made (or incurred) on account of an item added back to or deducted from Consolidated Net Income in a previous
period following the Issue Date pursuant to clauses (A) through (E);


(viii)   any
income or loss related to the Fair Market Value of economic hedges related to MSRs or other mortgage related assets or securities,
to the extent that such other mortgage related assets or securities are valued at Fair Market Value and gains and losses with
respect to such related assets or securities have been excluded pursuant to another clause of this provision; and


(ix)      in
the case of a successor to the Parent or the Company by consolidation or merger or as a transferee of the Parent’s or the
Company’s assets, as applicable, any earnings of the successor corporation prior to such consolidation, merger or transfer
of assets; and


(E)           Consolidated
Net Income shall be increased, without duplication, by the amount of all cash received from the initial or tail issuance of reverse
mortgage securities, plus any cash received from the monetization of reverse mortgages or related MSRs, plus any cash received
for servicing of reverse mortgages, less any cash payments made during such period to originate, acquire or fund the related loans
and subsequent addition to such loans.


“Corporate
Indebtedness” means, with respect to any Person, the aggregate consolidated amount of Indebtedness of such Person and
its Restricted Subsidiaries then outstanding that would be shown on a consolidated balance sheet of such Person and its Restricted
Subsidiaries (excluding, for the purpose of this definition, Indebtedness incurred under clauses (2), (5), (6), (10), (11), (12),
(15) and (27) of the definition of “Permitted Indebtedness”).


“Corporate
Trust Office” of the Trustee or Collateral Trustee, as applicable, shall be at the address of the Trustee or Collateral
Trustee specified in Section 13.02 or such other address as to which the Trustee or Collateral Trustee may give notice to the
Holders and the Company.


“Credit
Agreement Agent” means the collateral agent under the Senior Credit Facility.


 


“Credit
Agreement Security Agreement” means that certain Pledge and Security Agreement, dated as of February 15, 2013, by and
among the Parent, the Company, the Credit Agreement Agent and each other Guarantor party thereto, as it may be amended, restated,
supplemented or otherwise modified from time to time, which was entered into in connection with the Senior Credit Facility.


 


“Credit
Enhancement Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the
Parent, any of its Restricted Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonably
customary as determined by the Parent’s senior management) with respect to any Permitted Funding Indebtedness or Permitted
Securitization Indebtedness.



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“Credit
Facility Obligations” means the indebtedness outstanding under the Senior Credit Facility that is secured by a Permitted
Lien permitted by clause (10) of the definition of “Permitted Liens”, and all other obligations of the Company or
any Guarantor under the Senior Credit Facility and all hedging obligations permitted by this Indenture and secured by the Collateral
securing any Obligation under the Senior Credit Facility.


“Credit
Facilities” means, one or more debt facilities, indentures or agreements (including, without limitation, the Senior
Credit Facility) or commercial paper facilities, in each case, with banks or other institutional lenders, commercial finance companies,
creditors, investors or other lenders providing for revolving credit loans, term loans, bonds, debentures, hedging, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, pursuant to agreements or indentures, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales
of debt securities to institutional investors) in whole or in part from time to time (and without limitation as to amount, terms,
conditions, covenants and other provisions, including increasing the amount of available borrowings thereunder, changing or replacing
agent banks and lenders thereunder or adding, removing or reclassifying Subsidiaries of the Parent as borrowers or guarantors
thereunder).


“Currency
Agreement” means, with respect to any specified Person, any foreign exchange contract, currency swap agreement, futures
contracts, options on futures contracts or other similar agreement or arrangement designed to protect such Person or any of its
Restricted Subsidiaries against fluctuations in currency values.


“Custodial
Accounts” shall mean any custodial accounts or clearing accounts established in the name of the Company or any Guarantor
in the ordinary course of business to hold funds on behalf of a third party in connection with the origination or funding of any
mortgage or other consumer loans or pursuant to or containing funds received solely in connection with Servicing Agreements in
such Grantor’s capacity as servicer, bailee or custodian and any related accounts maintained in the ordinary course of such
Grantor’s origination or servicing businesses in the name of such Grantor that are used solely for the collection, maintenance
and disbursement of such funds on behalf of third parties for insurance payments, tax payments, suspense payments and other similar
payments required to be made by such Grantor in its capacity as originator or servicer; provided that the books and records
of such Grantor indicate that such accounts are being held “in trust for” or on behalf of another Person; provided
further that the accounts listed on a schedule to be agreed to the Security Agreement shall not qualify as Custodial Accounts.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.


“Default”
means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c),
substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have
the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as
the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.



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“Designated
Noncash Consideration” means the Fair Market Value of any noncash consideration received by the Parent or one of its
Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an
Officers’ Certificate executed by the principal financial officer of the Parent or such Restricted Subsidiary at the time
of such Asset Sale less the amount of cash and Cash Equivalents received in connection with a subsequent sale of or collection
on such Designated Noncash Consideration.


“Discharge”
means, with respect to any Collateral and any series of Second Priority Obligations, the date on which such series of Second Priority
Obligations is no longer secured by such Collateral.


 


“Disqualified
Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other
than an event which would constitute a Change of Control), matures or is mandatorily redeemable (other than for Qualified Capital
Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except,
in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.


“Dollar”
or “$” means the lawful money of the United States of America.


“Equal
Priority Intercreditor Agreement” means an intercreditor agreement, substantially in the form attached hereto as Exhibit
H, to be entered into by the Company, the Guarantors, the Collateral Trustee and each collateral agent for Other Pari Passu
Secured Indebtedness.


 


“Equity
Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


“Equity
Offering” means a public or private sale of Equity Interests of the Parent (other than Disqualified Capital Stock and
other than to a Subsidiary of the Parent) by the Parent.


“Euroclear”
means Euroclear S.A./N.V., as operator of the Euroclear system and its successors and/or assigns.


“Excess
Spread Sale” means any sale in the ordinary course of business and for Fair Market Value of any excess servicing fee
spread under any MSR.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


“Excluded
Contributions” means net cash proceeds or marketable securities received by the Parent from contributions to its common
equity capital designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions
are made.


“Excluded
Homeward Assets” shall mean any assets of Homeward and the Subsidiaries of Homeward that are Excluded Assets under the
security agreement for the Senior Credit Facility.


“Excluded
Subsidiary” means (i) any Subsidiary of the Parent that is treated as a partnership or a disregarded entity for U.S.
federal income tax purposes and that has no material assets other than the stock of one or more Foreign Subsidiaries that are
controlled foreign corporations within the meaning of Section 957 of the Code (“CFC”), (ii) any Subsidiary
of the Parent that is a CFC or (iii) any Subsidiary of the Parent that is a Subsidiary of a CFC.



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“Existing
Facilities” means, collectively, the Existing Servicing Advance Facilities and the Existing Warehouse Facilities.


“Existing
Notes” means the Parent’s 6.625% Senior Notes due 2019.


 


“Existing
Servicing Advance Facilities” means the Servicing Advance Facilities of the Parent and its Restricted Subsidiaries in
existence on the Issue Date, in each case, together with the related documents thereto (including, without limitation, any security
documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the maturity of, increasing the interest rate or fees
applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Parent as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of lenders.


“Existing
Warehouse Facilities” means the Warehouse Facilities of the Parent and its Restricted Subsidiaries in existence on the
Issue Date, in each case, together with the related documents thereto (including, without limitation, any security documents),
in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified
from time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto,
refinancing, replacing or otherwise restructuring (including adding Subsidiaries of the Parent as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether
by the same or any other agent, lender or group of lenders.


“Fair
Market Value” means, with respect to any asset (including any Equity Interests of any Person), the price at which a
willing buyer that is not an Affiliate of the seller and a willing seller, would reasonably be expected to agree to purchase and
sell such asset, as determined in good faith by the Parent or the Restricted Subsidiary purchasing or selling such asset. For
the avoidance of doubt, any sale, contribution, assignment or other transfer shall not be deemed to be for less than Fair Market
Value solely because such sale, contribution, assignment or transfer was made at a discount to par.


“Fannie
Mae” means the Federal National Mortgage Association, in its corporate capacity, and any majority owned and controlled
affiliate thereof.


“First
Priority Liens” means all Liens that secure the Credit Facility Obligations and other First Priority Obligations.


“First
Priority Obligations” means (i) the Credit Facility Obligations and (ii) Obligations in respect of other Indebtedness
secured by a Permitted Lien pursuant to clause (10) of the definition of “Permitted Liens,” in each case together
with any interest and fees accruing subsequent to the commencement of an insolvency or liquidation proceeding, whether or not
such interest or fees are allowed claims under any such proceeding or under applicable state, federal or foreign law.


 


“Fixed
Charge Coverage Ratio” means, with respect to any Person, as of any date, the ratio of (i) Consolidated Adjusted EBITDA
of such Person for the most recently ended four full fiscal quarters (the “Four Quarter Period”) for
which internal financial statements are available ending prior to the date of the transaction giving rise to the need to calculate
the Fixed Charge Coverage Ratio (the “Transaction Date”) to (ii) the Fixed Charges of such Person for the Four
Quarter Period.



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In
addition, for purposes of calculating the Fixed Charge Coverage Ratio, “Consolidated Adjusted EBITDA” and “Fixed
Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:


(1)          the
incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application
of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working
capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to
the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case
may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and


(2)          any
asset sales or other dispositions or any asset originations, asset purchases, purchase of MSRs, Servicing Advances or servicing
rights, Investments and Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make
such calculation as a result of such Person or one of its Subsidiaries (including any Person who becomes a Restricted Subsidiary
as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Indebtedness that is Acquired Indebtedness
and also including any Consolidated Adjusted EBITDA (including any pro forma expense and cost reductions) attributable to the
assets which are originated or purchased, the Investments that are made and the assets that are the subject of the Asset Acquisition
or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent
to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition
or asset origination, asset purchase, Investment or Asset Acquisition (including the incurrence, assumption or liability for any
such Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Restricted Subsidiaries
directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of
such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness.


The
Company shall be entitled in calculating the Fixed Charge Coverage Ratio to treat the entry into and effectiveness of a bona-fide
sub-servicing agreement in respect of MSRs as an Asset Acquisition (including any related incurrence or repayment of Indebtedness).


The
pro forma calculations shall be made by a responsible accounting officer of the Company in good faith based on the information
reasonably available to it at the time of such calculation and may include cost savings and operating expense reductions resulting
from such Investment, acquisition or purchase. The foregoing calculations shall not be required to comply with the requirements
for pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other
regulation or policy of the SEC related thereto.


“Fixed
Charges” means, with respect to any Person for any period, the sum of:


(1)          Consolidated
Interest Expense on Corporate Indebtedness,


(2)          all
cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person, and



    	15



    	 



    




(3)          all
cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Capital Stock.


“Foreign
Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing
under the laws of the United States, any state thereof or the District of Columbia.


“Foreign
Subsidiary Total Assets” means the total assets of the Foreign Subsidiaries of the Parent, as determined in accordance
with GAAP in good faith by the Parent without intercompany eliminations.


“Freddie
Mac” means the Federal Home Loan Mortgage Corporation.


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Financial Accounting Standards
Board Accounting Standards Codification or in such other statements by such other entity as may be approved by a significant segment
of the accounting profession of the United States, which are in effect as of the Issue Date.


“Ginnie
Mae” means the Government National Mortgage Association.


“Global
Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued
under this Indenture.


“Global
Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes, substantially in the form of Exhibit A hereto, issued in accordance with Article 2.


“Government
Securities” means securities that are:


(1)           direct obligations of the United States of America denominated and payable in US dollars for the timely payment of which its full
faith and credit is pledged; or


(2)           obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced
by such depository receipt.


“Grantors”
means, collectively, the Company and the Guarantors.


“guarantee”
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements,
or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).



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“Guarantors”
means, collectively, (i) the Parent and (ii) each Subsidiary of the Parent that executes a Note Guarantee (including, without
limitation, any supplemental indenture in the form of Exhibit D hereto) in accordance with the provisions of this Indenture, other
than an Excluded Subsidiary, and their respective successors and assigns, until the Note Guarantee of such Person has been released
in accordance with the provisions of this Indenture (each, a “Subsidiary Guarantor”), and each, a “Guarantor.”


“Homeward”
means Homeward Residential Holdings, Inc. and Homeward Residential, Inc.


“Homeward
Roll-Up Event” shall mean the merger of Homeward and the Subsidiaries of Homeward with and into the Company, or any
Subsidiary of the Company or the sale of all or substantially all of the assets of Homeward and the Subsidiaries of Homeward to
the Company or to a Subsidiary of the Company.


“Holder”
means the Person in whose name the Note is registered on the Registrar’s book.


 


“Indebtedness”
means with respect to any Person, without duplication:


(1)          all
Obligations of such Person for borrowed money;


(2)          all
Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


(3)          all
Capitalized Lease Obligations of such Person;


(4)          all
Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and
all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising
in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted);


(5)          all
Obligations for the reimbursement of any obligor on any standby letter of credit, banker’s acceptance or similar credit
transaction;


(6)          guarantees
and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8) or (9)
below, but excluding any guaranty or other recourse arising from or otherwise based on matters
such as fraud, misappropriation, breaches of representations, warranties or covenants and misapplication and customary
indemnities in connection with transaction similar to the related Indebtedness;


(7)          Obligations
of any other Person of the type referred to in clauses (1) through (6) above and clause (9) below which are secured by any lien
on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the Fair Market Value
of such property or asset and the amount of the Obligation so secured;


(8)          all
net Obligations under currency agreements and interest swap agreements of such Person;



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(9)          all
Attributable Debt of such Person; and


(10)        all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock
being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any.


For
purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have
a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified
Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture,
and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value
shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. Notwithstanding
anything in this definition to the contrary, in no event shall obligations under any derivative transaction related to the hedging
of the mortgage origination pipeline or MSRs in the ordinary course of business and not for speculative purposes be deemed “Indebtedness.”


The
amount of any Indebtedness outstanding as of any date shall be:


(1)          the
accreted value thereof, in the case of any Indebtedness issued at a discount to par;


(2)          with
respect to any Obligations under currency agreements and interest swap agreements, the net amount payable if such agreements terminated
at that time due to default by such Person;


(3)          in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


(a)          the
Fair Market Value of such assets at the date of determination; and


(b)          the
amount of the Indebtedness of the other Person; or


(4)          except
as provided above, the principal amount or liquidation preference thereof; in the case of any other Indebtedness.


“Indenture”
means this Indenture, as amended or supplemented from time to time.


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.


“Initial
Notes” as defined in the recitals hereto.


“Intellectual
Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the
applicable Grantors, substantially in the form set forth in the Security Agreement, as applicable.


 


“Intercreditor
Agreements” means the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement.


 


“Interest
Payment Date” means May 15 and November 15 of each year.



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“Investment”
means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a
guarantee), advance or capital contribution to (by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds,
notes, debentures or other securities. “Investment” shall exclude (w) residential mortgage loans in the ordinary course
of business, warehouse loans secured by residential mortgage loans and related assets, drawing accounts and similar expenditures
in the ordinary course of business, (x) accounts receivable, extensions of trade credit or advances by the Parent and its Restricted
Subsidiaries on commercially reasonable terms in accordance with the Parent’s or its Restricted Subsidiaries’ normal
trade practices, as the case may be, (y) deposits made in the ordinary course of business and customary deposits into reserve
accounts related to Securitizations and (z) commission, moving, entertainment and travel expenses and similar advances to officers,
directors, managers and employees, in each case, made in the ordinary course of business. Except as otherwise provided in this
Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent
changes in value.


“Investment
Grade” means a rating of the Notes by both S&P and Moody’s, each such rating being one of such agency’s
four highest generic rating categories that signifies investment grade (i.e., BBB- (or the equivalent) or higher
by S&P and Baa3 (or the equivalent) or higher by Moody’s); provided that, in each case, such ratings are publicly
available; provided, further, that in the event Moody’s or S&P is no longer in existence for purposes
of determining whether the Notes are rated “Investment Grade,” such organization may be replaced by a nationally recognized
statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act) designated by the Company, written notice
of which shall be given to the Trustee.


“Investment
Grade Securities” means marketable securities of a Person (other than the Parent or its Restricted Subsidiaries, an
Affiliate or joint venture of the Parent or any Restricted Subsidiary), acquired by the Parent or any of its Restricted Subsidiaries
in the ordinary course of business that are rated, at the time of acquisition, BBB- (or the equivalent) or higher by S&P and
Baa3 (or the equivalent) or higher by Moody’s.


“Issue
Date” means December 5, 2016, the date on which the Notes are originally issued.


“Junior
Priority Intercreditor Agreement” means the Junior Priority Intercreditor Agreement, substantially in the form attached
hereto as Exhibit G, to be dated as of the Issue Date and entered into by the Parent, the Company, the other Guarantors,
the Collateral Trustee and Credit Agreement Agent.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement having substantially the same economic effect as any of the foregoing, any lease in the
nature thereof and any agreement to give any security interest); provided that in no event shall an operating lease or
a transfer of assets pursuant to a Co-Investment Transaction be deemed to constitute a Lien.


 


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.


“MSR”
means mortgage servicing rights (including master servicing rights and excess mortgage servicing rights) entitling the holder
to service mortgage loans.


“MSR
Assets” means MSRs other than (i) MSRs on loans originated by the Parent or its Restricted Subsidiaries for so long
as such MSRs are financed in the normal course of the origination of such loans and (ii) MSRs subject to existing Liens on the
Issue Date securing MSR Facilities existing on the Issue Date.



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“MSR
Collateral” has the meaning specified in the Junior Priority Intercreditor Agreement.


“MSR
Collateral Agent” has the meaning specified in Section 11.07, and shall include any successor collateral agent with
respect to the MSR Collateral.


“MSR
Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the
form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities, with a financial institution
or other lender (including, without limitation, any Specified Government Entity) or purchaser, in each case, primarily to finance
or refinance the purchase, origination, pooling or funding by the Parent or a Restricted Subsidiary of the Parent of MSRs originated,
purchased or owned by the Parent or any Restricted Subsidiary of the Parent, including, for the avoidance of doubt, any arrangement
secured by MSRs or any interest therein held by the Parent or any Restricted Subsidiary.


“MSR
Facility Trust” means any Person (whether or not a Subsidiary of the Parent) established for the purpose of issuing
notes or other securities in connection with an MSR Facility, which (i) notes and securities are backed by specified MSRs originated
or purchased by, and/or contributed to, such Person from the Parent or any of its Restricted Subsidiaries or (ii) notes and securities
are backed by specified MSRs purchased by, and/or contributed to, such Person from the Parent or any of its Restricted Subsidiaries.


“MSR
Indebtedness” means Indebtedness in connection with a MSR Facility; the amount of any particular MSR Indebtedness as
of any date of determination shall be calculated in accordance with GAAP.


“Net
Proceeds” means the aggregate cash proceeds received by the Parent or any of its Restricted Subsidiaries in respect
of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes
paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, distributions to minority interest holders in Restricted Subsidiaries as a result of such Asset
Sale and amounts required to be applied to the repayment of Indebtedness (other than Second
Priority Obligations and other Indebtedness secured on a basis junior to the Second Priority Liens) secured by a Lien on
the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.


“Non-Recourse
Indebtedness” means, with respect to any specified Person or any of its Restricted Subsidiaries, Indebtedness that is
specifically advanced to finance the origination or the acquisition of investment assets and secured only by the assets to which
such Indebtedness relates without recourse to such Person or any of its Restricted Subsidiaries (other than subject to such customary
carve-out matters for which such Person or its Subsidiaries acts as a guarantor in connection with such Indebtedness, such as
fraud, misappropriation, breach of representation, warranty or covenant and misapplication and customary indemnities in connection
with similar transactions, unless, until and for so long as a claim for payment or performance has been made thereunder (which
has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes).



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“Non-U.S.
Person” means a Person who is not a U.S. Person.


“Note
Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes,
executed pursuant to the provisions of this Indenture.


“Notes”
means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued in accordance with
the terms of this Indenture.


“Notes
Obligations” mean all Obligations of the Company and the Guarantors under the Notes, this Indenture, the Note Guarantees
and the Security Documents.


 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.


“OID
Legend” means the legend set for in Section 2.06(g)(iv) to be placed on each Note issued hereunder that has more than
a de minimis amount of original issue discount for U.S. federal income tax purposes.


“Offering
Memorandum” means the Company’s offering memorandum dated November 1, 2016, relating to the sale of the Initial
Notes.


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President,
Senior Vice President or Vice President, of the Company, or, in the event that the Company has no such officers, a person duly
authorized under applicable law by the directors or a similar body to act on behalf of the Company. A reference to an “Officer”
of a Guarantor has a correlative meaning.


“Officers’
Certificate” means a certificate signed by or on behalf of a Person by two Officers of such Person and delivered to
the Trustee and/or the Collateral Trustee.


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and/or the Collateral
Trustee. The counsel may be an employee of or counsel to the Company.


“Other
Pari Passu Secured Indebtedness” means any Indebtedness of the Company or any Guarantor that is pari passu in right
of payment to the Notes or any Note Guarantee, as the case may be, and is secured by a Lien on the
Collateral permitted by clause (39) of the definition of “Permitted Liens” that has the same priority as the Lien
securing the Notes and the Note Guarantees and that is designated in writing as such by the Company to the Trustee and Collateral
Trustee and the holders or a representative of the holders of Indebtedness which enter into the Pari Passu Intercreditor Agreement
with the Collateral Trustee or a joinder to the Pari Passu Intercreditor Agreement. “Other Pari Passu Secured Indebtedness”
does not include the Notes and the Note Guarantees issued on the Issue Date, but includes any Additional Notes and related Note
Guarantees.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).



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“Permitted
Business” means the businesses of the Parent and its Subsidiaries as described (or incorporated by reference) in the
Offering Memorandum and businesses that are reasonably related, ancillary or complementary thereto or reasonable developments
or extensions thereof, including, but not limited to: (u) loan servicing and collection activities and ancillary services directly
related thereto (including, but not limited to, the making of servicer advances and financing of advances), (v) asset management
for investors that are not a part of the Company’s consolidated group and management of loans, real estate owned and securities
portfolios for investors that are not a part of the Company’s consolidated group, (w) originating, acquiring, investing
in, pooling, securitizing and/or selling Servicing Advances, MSRs, residential and commercial
mortgage loans (including reverse mortgage loans and auto dealer floorplan loans) or other loans, leases, asset-backed and mortgage-backed
securities and other related securities or derivatives, consumer receivables, REO Assets or Residual Interests and other similar
assets (or any interests in any of the foregoing), (x) providing warehouse financings to third-party loan originators,
(y) support services to third-party lending and loan investment and servicing businesses (including any due diligence services,
loan underwriting services, real estate title services, provision of broker-price opinions and other valuation services), collection
of consumer receivables, bankruptcy assistance and solution activities, and the provision of technological support products and
services related to the foregoing; as well as any business in the insurance industry and businesses that are reasonably related,
ancillary or complementary thereto or reasonable developments or extensions thereof.


“Permitted
Funding Indebtedness” means (i) any Permitted Servicing Advance Facility Indebtedness, (ii) any Permitted Warehouse
Indebtedness, (iii) any Permitted Residual Indebtedness, (iv) any Permitted MSR Indebtedness, (v) any Indebtedness of the type
set forth in clauses (i) through (iv) of this definition that is acquired by the Parent or any of its Restricted Subsidiaries
in connection with an acquisition permitted under this Indenture, (vi) any facility that combines any Indebtedness under clauses
(i), (ii), (iii), (iv) or (v) of this definition and (vii) any Refinancing Indebtedness of the Indebtedness under clauses (i),
(ii), (iii), (iv), (v) or (vi) of this definition and advanced to the Parent or any of its Restricted Subsidiaries based upon,
and secured by, Servicing Advances, MSRs, mortgages or other loans, securities or derivatives, receivables, REO Assets or Residual
Interests and other similar assets (or any interests in any of the foregoing) existing on the Issue Date or created thereafter,
provided, however, solely as of the date of the incurrence of such Permitted Funding Indebtedness, the amount
of the excess (determined as of the most recent date for which internal financial statements are available), if any, of (x) the
amount of any Indebtedness incurred in accordance with this clause (vii) for which the holder thereof has contractual recourse
to the Parent or its Restricted Subsidiaries to satisfy claims with respect thereto (excluding recourse for customary carve-out
matters such as fraud, misappropriation, breaches of representations, warranties and covenants and misapplication and customary
indemnities in connection with similar transactions) over (y) the aggregate (without duplication of amounts) Realizable Value
of the assets that secure such Indebtedness shall not be Permitted Funding Indebtedness (but shall not be deemed to be a new incurrence
of Indebtedness subject to the provisions of Section 4.09, except with respect to, and solely to the extent of, any such excess
that exists upon the initial incurrence of such Indebtedness incurred under this clause (vii)). The amount of any Permitted Funding
Indebtedness shall be determined in accordance with the definition of “Indebtedness.”


“Permitted
Hedging Transactions” means entering into instruments and contracts and making margin calls thereon by the Parent or
any of its Restricted Subsidiaries in reasonable relation to a Permitted Business that are entered into for bona fide hedging
purposes and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Parent
or such Restricted Subsidiary) and shall include, without limitation, interest rate swaps, caps, floors, collars and forward hedge
or mortgage sale contracts and similar instruments, “interest only” mortgage derivative assets or other mortgage derivative
products, future contracts and options on futures contracts on the Eurodollar, Federal Funds, Treasury bills and Treasury rates
and similar financial instruments.


“Permitted
Holders” means William C. Erbey and any of his immediate family members and any of their respective Affiliates. Any
Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control
Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute
an additional Permitted Holder.



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“Permitted
Indebtedness” means, without duplication, each of the following:


(1)          Indebtedness
under the Initial Notes and the Note Guarantees (including Note Guarantees from additional Guarantors after the Issue Date) thereof;


(2)          Indebtedness
incurred pursuant to the Existing Facilities in an aggregate principal amount at any time outstanding not to exceed the maximum
amount available under each Existing Facility as in effect on the Issue Date;


(3)          Indebtedness
of the Parent or any Restricted Subsidiary under Credit Facilities in an aggregate principal amount not to exceed $475.0 million
at any time outstanding;


(4)          other
Indebtedness and Preferred Stock of the Parent and its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness
described in clauses (1), (2) and (3) above);


(5)          Permitted
Hedging Transactions;


(6)          Indebtedness
under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Parent and its Restricted Subsidiaries outstanding other than as a result of
fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;


(7)          Indebtedness
owed to and held by the Parent or a Restricted Subsidiary; provided, however, that (a) any subsequent issuance
or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the
Parent or any transfer of such Indebtedness (other than to the Parent or a Restricted Subsidiary of the Parent) shall be deemed,
in each case, to constitute the incurrence of such Indebtedness by the obligor thereon, and (b) if the Company or any Guarantor
is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations
with respect to the Notes;


(8)          [reserved];


(9)          the
Issuance of Preferred Stock by Restricted Subsidiaries to officers, directors and employees of the Parent or any Restricted Subsidiary
as compensation, bonus awards or other incentive arrangements, provided that aggregate liquidation preference of all shares of
Preferred Stock issued pursuant to this clause (9) in any calendar year shall not exceed $10.0 million, provided that any amounts
available to be issued pursuant to this clause (9) that are unissued during any calendar year may be carried forward and utilized
in succeeding calendar years;


(10)        Indebtedness of the Parent or any of its Restricted Subsidiaries represented by letters of credit for the account of the Parent
or such Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment
obligations in connection with self-insurance or similar requirements in the ordinary course of business;



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(11)        Permitted Funding Indebtedness;


(12)        Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements;


(13)        Refinancing Indebtedness;


(14)        (A) any guarantee by the Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary
of the Parent (other than Non-Recourse Indebtedness) so long as the incurrence of such Indebtedness incurred by such Restricted
Subsidiary of the Parent is permitted under the terms of this Indenture, or (B) any guarantee by a Restricted Subsidiary of Indebtedness
of the Parent (other than Non-Recourse Indebtedness); provided that such guarantee is permitted under the terms of this
Indenture;


(15)        Non-Recourse Indebtedness;


(16)        (x) Acquired Indebtedness and Indebtedness incurred by the Parent or any Restricted Subsidiary of the Parent in connection
with the acquisition of a Permitted Business and (y) Indebtedness of a Person or any of its Restricted Subsidiaries existing at
the time such Person becomes a Restricted Subsidiary of the Parent or at the time it merges or consolidates with the Parent or
any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person or secured by a Lien
encumbering any asset acquired by such Person and, in each case, not incurred by such Person in connection with, or in anticipation
or contemplation of, such Person becoming a Restricted Subsidiary of the Parent or such acquisition, merger or consolidation in
connection with the acquisition of a Permitted Business; provided that, in each case, on the date of the incurrence of
such Indebtedness, after giving effect to the incurrence thereof and the use of proceeds therefrom, either


(a)          the
Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in Section 4.09(b); or


(b)          the
Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries would not be less than the Fixed Charge Coverage Ratio
of the Parent and its Restricted Subsidiaries immediately prior to the incurrence of such Indebtedness;


provided,
that the aggregate principal amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred and outstanding
at any one time by Restricted Subsidiaries that are not Guarantors pursuant to subclause (x) of this clause (16) together with
Indebtedness incurred pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(b) does not exceed $50 million;


(17)        Indebtedness (including Capitalized Lease Obligations) incurred to finance the development, construction, acquisition, purchase,
lease, repairs, maintenance or improvement of assets (including, but not limited to, assets consisting of Servicing Advances,
MSRs, mortgages or other loans, mortgage related securities or derivatives, consumer receivables, REO Assets or Residual Interests
and other similar assets (or any interests in any of the foregoing)) by the Parent or any Restricted Subsidiary (including the
acquisition or purchase of any assets though the acquisition of any Person that becomes a Restricted Subsidiary or by the merger
or consolidated of a Person with or into the Parent or any Restricted Subsidiary) that is secured by a Lien on the assets acquired,
purchased, leased or improved; provided that the Liens securing such Indebtedness may not extend to any other assets or
property owned by the Parent or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured
by the Lien may not be incurred more than 270 days after the latter of the acquisition or completion of the construction of the
assets or property subject to the Lien; provided, further that the amount of such Indebtedness does not exceed the
Fair Market Value on the date that such Indebtedness is incurred of the assets or property developed, constructed, purchased,
leased, repaired, maintained or improved with the proceeds of such Indebtedness;



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(18)        Indebtedness
arising from agreements of the Parent or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase
price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of
any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or a Subsidiary for the purpose of financing such acquisition;


(19)        Indebtedness consisting of Indebtedness from the repurchase, retirement or other acquisition or retirement for value by the
Parent of Common Stock (or options, warrants or other rights to acquire Common Stock) of the Parent from any future, current or
former officer, director, manager or employee (or any spouses, successors, executors, administrators, heirs or legatees of any
of the foregoing) of the Parent or any of its Subsidiaries or their authorized representatives to the extent described in clause
(iv) of Section 4.07(b);


(20)        Indebtedness in respect of netting services, overdraft protections and otherwise in connection with customary deposit accounts
maintained by the Parent or any Restricted Subsidiary with banks and other financial institutions as part of its ordinary cash
management program;


(21)        the incurrence of Indebtedness by a Foreign Subsidiary in an amount not to exceed at any one time outstanding, together with
any other Indebtedness incurred under this clause (21), 5.0% of Foreign Subsidiary Total Assets;


(22)        shares of Preferred Stock of a Restricted Subsidiary of the Parent issued to the Parent or another Restricted Subsidiary;
provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such share of Preferred Stock (except
to the Parent or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares or Preferred Stock
not permitted by this clause (22);


(23)        Indebtedness of the Parent and its Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary
course of business;


(24)        Obligations in respect of performance, bid, appeal, customs, surety bonds and completion guarantees (including Obligations
under any letter of credit incurred for such purposes) provided by the Parent and its Restricted Subsidiaries in the ordinary
course of business or in connection with judgments that do not result in an Event of Default;


(25)        to the extent constituting Indebtedness, Indebtedness under Excess Spread Sales incurred in the ordinary course of business;


(26)        to the extent otherwise constituting Indebtedness, obligations arising from agreements providing for indemnification, adjustment
of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of Servicing Advances,
MSRs, mortgages or other loans, mortgage related securities or derivatives, consumer receivables, REO Assets or Residual Interests
and other similar assets (or any interests in any of the foregoing) purchased or originated by the Parent or any of its Restricted
Subsidiaries arising in the ordinary course of business;



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(27)        guarantees by the Parent and its Restricted Subsidiaries of Indebtedness that is otherwise Permitted Indebtedness;


(28)        Indebtedness or Disqualified Capital Stock of the Parent and Indebtedness, Disqualified Capital Stock or Preferred Stock of
any of the Parent’s Restricted Subsidiaries in an aggregate principal amount or liquidation preference (together with Refinancing
Indebtedness in respect thereof) up to 100.0% of the net cash proceeds received by the Parent since immediately after the Issue
Date from the issue or sale of Equity Interests of the Parent or cash contributed to the capital of the Parent (in each case,
other than proceeds of Disqualified Capital Stock or sales of Equity Interests to the Parent or any of its Subsidiaries) to the
extent that such net cash proceeds or cash have not been applied pursuant to Section 4.07 and are thereafter excluded from clause
(C)(2) of Section 4.07(a); provided, however, that the aggregate amount of Indebtedness, Disqualified Stock
and Preferred Stock incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (28) may not exceed $50.0
million in the aggregate at any one time outstanding;


(29)        Indebtedness arising out of or to fund purchases of all remaining outstanding asset-backed securities of any Securitization
Entity for the purpose of relieving the Parent or a Subsidiary of the Parent of the administrative expense of servicing such Securitization
Entity;


(30)        Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred to finance or assumed in connection
with an acquisition in a principal amount not to exceed the greater of (x) $75.0 million and (y) 1.00% of Total Assets in the
aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under
this clause (30) and Refinancing Indebtedness in respect thereof;


(31)        guarantees by the Parent and the Restricted Subsidiaries of the Parent to owners of servicing rights in the ordinary course
of business;


(32)        additional Indebtedness incurred by the Parent or any of its Restricted Subsidiaries in an aggregate principal amount not
to exceed the greater of (x) $200.0 million and (y) 2.5% of Total Assets at any one time outstanding; and


(33)        Warehouse
Indebtedness that is not Permitted Warehouse Indebtedness in an amount not to exceed the greater of (x) $50 million and (y) 0.75%
of Total Assets in the aggregate at any one time outstanding.


For
purposes of determining compliance with Section 4.09, in the event that an item of Indebtedness meets the criteria of more than
one of the categories of Permitted Indebtedness described in clauses (1) through (33) above or is entitled to be incurred pursuant
to the second paragraph of such covenant, the Parent shall, in its sole discretion, classify (and may later reclassify) such item
of Indebtedness or any portion thereof in any manner that complies with this covenant; provided that Indebtedness under
the Senior Credit Facility outstanding on the Issue Date shall be deemed incurred pursuant to clause (3) above and may not be
reclassified. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness
in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the
form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Capital Stock for purposes of Section 4.09.



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Notwithstanding
any other provision of this Indenture to the contrary, for all purposes during the term of this Indenture, each lease in existence
on the Issue Date shall have the same characterization as a Capitalized Lease Obligation or an operating lease as the characterization
of that lease in the most recent financial statements in existence on the Issue Date, notwithstanding any change in characterization
of that lease subsequent to the Issue Date by the Parent based on changes in GAAP or its interpretation of GAAP.


“Permitted
Investments” means:


(1)          any
Investment in the Parent or in a Restricted Subsidiary;


(2)          any
Investment in cash or Cash Equivalents or Investment Grade Securities;


(3)          any
Investment by the Parent or any Restricted Subsidiary of the Parent in a Person, if as a result of such Investment (i) such Person
becomes a Restricted Subsidiary of the Parent or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers
or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary of the Parent;


(4)          Investments
by the Parent or any Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts, MSR Facility Trusts, Investments
in mortgage related securities or charge-off receivables in the ordinary course of business;


(5)          Investments
arising out of purchases of all remaining outstanding asset-backed securities of any Securitization Entity and/or Securitization
Assets of any Securitization Entity in the ordinary course of business or for the purpose of relieving the Parent or a Subsidiary
of the Parent of the administrative expense of servicing such Securitization Entity;


(6)          Investment
in MSRs (including in the form of repurchases of MSRs);


(7)          Investments
in Residual Interests in connection with any Securitization, Warehouse Facility or MSR Facility;


(8)          Investments
by the Parent or any Restricted Subsidiary in the form of loans extended to non-Affiliate borrowers in connection with any loan
origination business of the Parent or such Restricted Subsidiary in the ordinary course of business;


(9)          any
Investment made as a result of the receipt of securities or other assets of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Section 4.10, or any other disposition of assets not constituting an Asset Sale;


(10)        Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Capital Stock) of the Parent
or any Unrestricted Subsidiary;


(11)        any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred
in the ordinary course of business of the Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or
other disputes with Persons who are not Affiliates;



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(12)        Investments in connection with Permitted Hedging Transactions;


(13)        repurchases
of the Notes;


(14)        Investments in and making or origination of Servicing Advances, residential or commercial mortgage loans and Securitization
Assets (whether or not made in conjunction with the acquisition of MSRs);


(15)        guarantees of Indebtedness permitted under Section 4.09;


(16)        any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11(c) (except transactions described in clauses (vii) and (ix) of Section 4.11(c));


(17)        Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution
of intellectual property pursuant to joint marketing arrangements with other Persons;


(18)        endorsements for collection or deposit in the ordinary course of business;


(19)        any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment
consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount
of any such Investment may only be increased pursuant to this clause (19) to the extent required by the terms of such Investment
as in existence on the Issue Date or as otherwise permitted under this Indenture;


(20)        any Investment by the Parent or any Restricted Subsidiary of the Parent in any Person where such Investment was acquired by
the Parent or any Restricted Subsidiary of the Parent (a) in exchange for any other Investment or accounts receivable held by
the Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization
of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure by the Parent or any Restricted
Subsidiary of the Parent with respect to any secured Investment or other transfer of title with respect to any secured Investment
in default;


(21)        any Investment by the Parent or any Restricted Subsidiary of the Parent in a joint venture not to exceed the greater of (a)
$100.0 million and (b) 1.25% of Total Assets;


(22)        other Investments having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause
(22) that are at that time outstanding, net of cash repayments of principal in the case of loans, sale proceeds in the case of
Investments in the form of debt instruments and cash equity returns (whether as a distribution, dividend, redemption or sale)
in the case of equity investments, not to exceed the greater of (a) $100.0 million and (b) 1.25% of Total Assets at the time of
such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
changes in value);



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(23)        purchases of mortgage backed or asset backed securities or similar instruments related to a Permitted Business;


(24)        Investments in or guarantees of Indebtedness of one or more entities the sole purpose of which is to originate, acquire, securitize
and/or sell loans that are purchased, insured, guaranteed or securitized by any Specified Government Entity; provided
that the aggregate amount of (i) Investments in such entities plus (ii) the aggregate principal amount of Indebtedness of
such entities that are not Wholly Owned Restricted Subsidiaries which is recourse to the Company or any Guarantor shall not exceed
an amount equal to 10% of the Parent’s GAAP book equity as of any date of determination;


(25)        advances to, or guarantees of Indebtedness of, employees not in excess of $5.0 million outstanding at any one time;


(26)        loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other travel
related expenses, in each case in the ordinary course of business; and


(27)        any
Co-Investment Transaction.


“Permitted
Liens” means the following types of Liens:


(1)          Liens
for taxes, assessments or governmental charges or claims either (a) not yet delinquent for a period of more than 30 days, or (b)
contested in good faith by appropriate proceedings and as to which the Parent or its Subsidiaries shall have set aside on their
books such reserves as may be required pursuant to GAAP;


(2)          statutory
and common law Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other
Liens imposed by law incurred in the ordinary course of business;


(3)          Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation laws, unemployment
insurance laws or similar legislation and other types of social security or obtaining of insurance, including any Lien securing
letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, trade contracts, performance and completion guarantees, leases, contracts
in the ordinary course of business, government contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);


(4)          Liens
existing on the Issue Date, excluding Liens securing Indebtedness permitted to be incurred pursuant to clauses (1) and (3) of
the definition of “Permitted Indebtedness”;


(5)          Liens
on assets, property or shares of stock of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged
with or into or consolidated or amalgamated with the Parent or any Restricted Subsidiary of the Parent; provided, however,
that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted
Subsidiary or merging with or into or consolidating or amalgamating with the Parent or any Restricted Subsidiary of the Parent;
provided, further, however, that such Liens may not extend to any other assets or property owned by
the Parent or any Restricted Subsidiary;



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(6)          Liens
on assets or property at the time the Parent or a Restricted Subsidiary acquired the assets or property or within 270 days of
such acquisition, including any acquisition by means of a merger, amalgamation or consolidation with or into the Parent or any
Restricted Subsidiary; provided that the Liens may not extend to any other assets or property owned by the Parent or any
Restricted Subsidiary (other than assets and property affixed or appurtenant thereto); provided, further that the
aggregate amount of obligations secured thereby does not exceed the greater of (x) $125.0 million and (y) 1.50% of Total Assets
at any time outstanding and no such Lien may secure obligations in an amount that exceeds the Fair Market Value of the assets
or property acquired as of the date of acquisition;


(7)          Liens
securing Indebtedness or other obligations of a Restricted Subsidiary of the Parent owing to the Parent or another Restricted
Subsidiary of the Parent;


(8)          Liens
arising from leases, subleases, licenses or sublicenses granted to others which do not materially interfere with the ordinary
conduct of the business of the Parent or any of its Restricted Subsidiaries;


(9)          Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Parent
and its Restricted Subsidiaries or dispositions of assets;


(10)        Liens securing Indebtedness permitted to be Incurred pursuant to clause (3) of the definition of “Permitted Indebtedness”;


(11)        Liens (x) in favor of the Company or any Guarantor or (y) on the assets of any Restricted Subsidiary that is not a Guarantor
in favor of another Restricted Subsidiary that is not a Guarantor;


(12)        Liens securing Non-Recourse Indebtedness so long as such Lien shall encumber only (i) any Equity Interests of the Subsidiary
which owes such Indebtedness, (ii) the assets originated, acquired or funded with the proceeds of such Non-Recourse Indebtedness
and (iii) any intangible contract rights and other accounts, documents, records and other property directly related to the foregoing;


(13)        grants of software and other technology licenses in the ordinary course of business;


(14)        Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (4), (5), (6),
(10), (21) and (28) of this definition; provided, however, that (x) such new Lien shall be limited to all
or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured
by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clauses (4), (5), (6), (21) and (28) of this definition at the time the original
Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any accrued and unpaid interest, fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;


(15)        Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods
entered into in the ordinary course of business;



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(16)        Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business
and Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts, securities accounts or other funds maintained with a depository or financial institution
or securities intermediary;


(17)        any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement;


(18)        any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit
of the Parent or any Restricted Subsidiary;


(19)        judgment Liens not giving rise to an Event of Default;


(20)        survey exceptions, encumbrances, easements or reservations of, or rights of other for, licenses, rights-of-way, sewers, electric
lines, telegraph and telephone lines and other similar purposes or zoning or other restrictions as to the use of real property
or Liens incidental to the conduct of the Permitted Business of the Parent and its Subsidiaries and other similar charges or encumbrances
in respect of real property not interfering, in the aggregate, in any material respect with the ordinary conduct of the business
of the Parent or any of its Subsidiaries;


(21)        any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to
any property or assets which is not leased property subject to such Capitalized Lease Obligation;


(22)        Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations
in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or other goods;


(23)        Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating
to such letters of credit and products and proceeds thereof;


(24)        Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements
of the Parent or any of its Subsidiaries, including rights of offset and set-off;


(25)        Liens securing Permitted Hedging Transactions and the costs thereof;


(26)        Liens
securing Indebtedness under Currency Agreements;


(27)        Liens with respect to obligations at any one time outstanding that do not exceed the greater of (x) $50.0 million and (y)
0.75% of Total Assets;


(28)        Liens securing Indebtedness incurred to finance the construction or purchase of assets (excluding MSR Assets) by the Parent
or any of its Restricted Subsidiaries (including any acquisition of Capital Stock or by means of a merger, amalgamation or consolidation
with or into the Parent or any Restricted Subsidiary); provided that any such Lien may not extend to any other property
owned by the Parent or any of its Restricted Subsidiaries at the time the Lien is incurred and the Indebtedness secured by the
Lien may not be incurred more than 180 days after the acquisition or completion of the construction of the property subject to
the Lien; provided further that the amount of Indebtedness secured by such Liens does not exceed the purchase price of
the assets purchased or constructed with the proceeds of such Indebtedness;



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(29)        Liens on Securitization Assets, any intangible contract rights and other accounts, documents, records and assets directly
related to the foregoing assets and the proceeds thereof incurred in connection with Permitted Securitization Indebtedness or
permitted guarantees thereof;


(30)        Liens on spread accounts and credit enhancement assets, Liens on the stock of Restricted Subsidiaries of the Parent substantially
all of which are spread accounts and credit enhancement assets and Liens on interests in Securitization Entities, in each case
incurred in connection with Credit Enhancement Agreements;


(31)        Liens to secure Indebtedness of any Foreign Subsidiary of the Parent or any Restricted Subsidiary that is not a Guarantor
securing Indebtedness of such Foreign Subsidiary or such Restricted Subsidiary that is permitted by the terms of this Indenture
to be incurred; provided that such Liens extend only to the assets of such Subsidiaries;


(32)        (i)
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision,
on items in the course of collection, and (ii) bankers’ Liens, right of setoff and other similar Liens existing solely with
respect to property in one or more accounts maintained by the Parent or a Subsidiary as customary in the banking industry in favor
of the bank or banks with which such accounts are maintained, securing amounts owing to such bank customarily so secured;


(33)        Liens solely on cash advances or any cash earnest money deposits made by the Parent or any of its Restricted Subsidiaries
in connection with any letter of intent or purchase agreement and Liens consisting of an agreement to sell or otherwise dispose
of any property permitted under this Indenture;


(34)        Liens on Servicing Advances, Residential Mortgage Loans or MSRs or any part thereof and any intangible contract rights and
other accounts, documents, records and property directly related to the foregoing assets and any proceeds thereof, in each case
that are the subject of an Excess Spread Sale or an MSR Facility entered into in the ordinary course of business securing obligations
under such Excess Spread Sale or MSR Facility;


(35)        Liens on cash, cash equivalents or other property arising in connection with the discharge or redemption of Indebtedness;


(36)        Liens on any real property constituting exceptions to title as set forth in a mortgage title policy delivered to a secured
lender with respect thereto;


(37)        Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; provided
that such Liens shall not exceed the amount of such premiums so financed;


(38)        Liens
on the property or assets of any Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary
that is not a Guarantor; and


(39)        Liens to secure the Notes and other Second Priority Obligations; provided that the
aggregate amount outstanding under this clause (39) shall not exceed $400.00 million at any one time.



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“Permitted
MSR Indebtedness” means MSR Indebtedness; provided that the excess (determined as of the most recent date
for which internal financial statements are available), if any, of (x) the amount of any such MSR Indebtedness for which the holder
thereof has contractual recourse to the Parent or its Subsidiaries to satisfy claims with respect to such MSR Indebtedness (excluding
recourse for customary carve-out matters such as fraud, misappropriation, breaches of representations, warranties and covenants
and misapplication and customary indemnities in connection with similar transactions) over (y) the aggregate (without duplication
of amounts) Realizable Value of the assets that secure such MSR Indebtedness shall not be Permitted MSR Indebtedness (but shall
not be deemed to be a new incurrence of Indebtedness subject to the provisions of Section 4.09, except with respect to, and solely
to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness). The amount of any particular
Permitted MSR Indebtedness as of any date of determination shall be calculated in accordance with GAAP.


“Permitted
Residual Indebtedness” means any Indebtedness of the Parent or any of its Subsidiaries under a Residual Funding Facility;
provided that the excess (determined as of the most recent date for which internal financial statements are available),
if any of (x) the amount of any such Permitted Residual Indebtedness for which the holder thereof has contractual recourse to
the Parent or its Subsidiaries to satisfy claims with respect to such Permitted Residual Indebtedness (excluding recourse for
customary carve-out matters such as fraud, misappropriation, breaches of representations, warranties and covenants and misapplication
and customary indemnities in connection with similar transactions) over (y) the aggregate (without duplication of amounts) Realizable
Value of the assets that secure such Permitted Residual Indebtedness shall be deemed not to be Permitted Residual Indebtedness
(but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions of Section 4.09 except with respect
to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness).


“Permitted
Securitization Indebtedness” means Securitization Indebtedness; provided that (i) in connection with any
Securitization, any Warehouse Indebtedness or MSR Indebtedness used to finance the purchase or origination of any receivables
or other assets subject to such Securitization is repaid in connection with such Securitization to the extent of the net proceeds
received by the Parent and its Subsidiaries from the applicable Securitization Entity and (ii) the excess (determined as of the
most recent date for which internal financial statements are available), if any, of (x) the amount of any such Securitization
Indebtedness for which the holder thereof has contractual recourse to the Parent or its Subsidiaries to satisfy claims with respect
to such Securitization Indebtedness (excluding recourse for customary carve-out matters such as fraud, misappropriation, breaches
of representations, warranties and covenants and misapplication and customary indemnities in connection with similar transactions)
over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Securitization Indebtedness
shall not be Permitted Securitization Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to
the provisions of Section 4.09 except with respect to, and solely to the extent of, any such excess that exists upon the initial
incurrence of such Indebtedness).


“Permitted
Servicing Advance Facility Indebtedness” means any Indebtedness of the Parent or any of its Subsidiaries incurred under
a Servicing Advance Facility; provided, however, that the excess (determined as of the most recent date for
which internal financial statements are available), if any of (x) the amount of any such Permitted Servicing Advance Facility
Indebtedness for which the holder thereof has contractual recourse to the Parent or its Subsidiaries to satisfy claims with respect
to such Permitted Servicing Advance Facility Indebtedness (excluding recourse for customary carve-out matters such as fraud, misappropriation,
breaches of representations, warranties and covenants and misapplication and customary indemnities in connection with similar
transactions) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted
Servicing Advance Facility Indebtedness shall not be Permitted Servicing Advance Facility Indebtedness (but shall not be deemed
to be a new incurrence of Indebtedness subject to the provisions of Section 4.09 except with respect to, and solely to the extent
of, any such excess that exists upon the initial incurrence of such Indebtedness).



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“Permitted
Warehouse Indebtedness” means Warehouse Indebtedness; provided that the excess (determined as of the most recent date
for which internal financial statements are available), if any, of (x) the amount of any such Warehouse Indebtedness for which
the holder thereof has contractual recourse to the Parent or its Subsidiaries to satisfy claims with respect to such Warehouse
Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication)
over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Warehouse Indebtedness
shall not be Permitted Warehouse Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to the provisions
of Section 4.09 except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of
such Indebtedness). The amount of any particular Permitted Warehouse Indebtedness as of any date of determination shall be calculated
in accordance with GAAP.


“Person”
means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.


“Private
Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this Indenture,
except where otherwise permitted by the provisions of this Indenture.


“Preferred
Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock
of such Person with respect to dividends or redemptions or upon liquidation.


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.


“Rating
Agencies” means Moody’s and S&P.


“Realizable
Value” of an asset means (i) with respect to any REO Asset, the value realizable upon the disposition of such asset
as determined by the Parent in its reasonable discretion and consistent with customary industry practice and (ii) with respect
to any other asset, the lesser of (x) if applicable, the face value of such asset and (y) the market value of such asset as determined
by the Parent in accordance with the agreement governing the applicable Permitted Servicing Advance Facility Indebtedness, Permitted
Warehouse Indebtedness, Permitted MSR Indebtedness or Permitted Residual Indebtedness, as the case may be (or, if such agreement
does not contain any related provision, as determined by senior management of the Parent in good faith); provided, however,
that the realizable value of any asset described in clause (i) or (ii) above which an unaffiliated third party has a binding contractual
commitment to purchase from the Parent or any of its Restricted Subsidiaries shall be the minimum price payable to the Parent
or such Restricted Subsidiary for such asset pursuant to such contractual commitment.



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“Receivables”
means loans and other mortgage-related receivables (including Servicing Receivables and MSRs but excluding Residual Interests
and net interest margin securities) purchased or originated by the Parent or any Restricted Subsidiary of the Parent or, with
respect to Servicing Receivables and MSRs, otherwise arising in the ordinary course of business; provided, however,
that for purposes of determining the amount of a Receivable at any time, such amount shall be determined in accordance with GAAP,
consistently applied, as of the most recent practicable date.


“Record
Date” for the interest payable on any applicable Interest Payment Date means May 1 or November 1 (whether or not a Business
Day) next preceding such Interest Payment Date.


“Refinance”
means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced”
and “Refinancing” shall have correlative meanings.


“Refinancing
Indebtedness” means any Refinancing by the Parent or any Subsidiary of the Parent of Indebtedness incurred in accordance
with clause (1), (4), (13), (16), (17), (28) or (30) of the definition of Permitted Indebtedness or incurred pursuant to Section
4.09(b), and in each case that does not:


(1)          result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing
(or, if such Refinancing Indebtedness is issued with original issue discount, the aggregate issue price of such Indebtedness is
not more than the aggregate principal amount of Indebtedness being refinanced) (plus the amount of any premium required
to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable tender premiums,
as determined in good faith by the Parent, defeasance costs, accrued interest and fees and expenses incurred by the Parent in
connection with such Refinancing and amounts of Indebtedness otherwise permitted to be incurred under this Indenture); or


(2)          create
Indebtedness with a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness
being Refinanced; or a scheduled final maturity earlier than the scheduled final maturity of the Indebtedness being Refinanced;


provided
that (i) (a) if the Indebtedness being Refinanced is Indebtedness of the Company or a Guarantor, such Indebtedness that is
incurred is incurred by the Company or any Guarantor or (b) if the Indebtedness being Refinanced is Indebtedness of a Restricted
Subsidiary that is not a Guarantor, such Indebtedness that is incurred is incurred by the Parent or any Restricted Subsidiary,
and (ii) if such Indebtedness being Refinanced is subordinate or junior to the Notes or any Note Guarantee, then such Refinancing
Indebtedness shall be subordinate to the Notes or such Note Guarantee at least to the same extent and in the same manner as the
Indebtedness being Refinanced.


“Regulation
S” means Regulation S promulgated under the Securities Act.


“Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


“Regulation
S Permanent Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, bearing the Global
Note Legend and, if applicable, the OID Legend and deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.



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“Regulation
S Temporary Global Note” means a temporary Global Note, substantially in the form of Exhibit A hereto, bearing the Global
Note Legend, the Private Placement Legend, the Regulation S Temporary Global Note Legend and, if applicable, the OID Legend and
deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to
the outstanding principal amount of the Notes initially sold in reliance on Rule 903.


“Regulation
S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii).


“REO
Asset” of a Person means a real estate asset owned by such Person and acquired as a result of the foreclosure or other
enforcement of a lien on such asset securing a Servicing Advance or loans and other mortgage-related receivables.


“Required
Asset Sale” means any Asset Sale that is a result of a repurchase right or obligation or a mandatory sale right or obligation
related to (i) MSRs, (ii) pools or portfolios of MSRs, or (iii) the Capital Stock of any Person that holds MSRs or pools or portfolios
of MSRs, which rights or obligations are either in existence on the Issue Date (or substantially similar in nature to such rights
or obligations in existence on the Issue Date) or pursuant to the guidelines or regulations of a Specified Government Entity.


“Residential
Mortgage Loan” means any residential mortgage loan, manufactured housing installment sale contract and loan agreement,
home equity loan, home improvement loan, consumer installment sale contract or similar loan evidenced by a Residential Mortgage
Note, and any installment sale contract, loan contract or chattel paper.


“Residential
Mortgage Note” means a promissory note, bond or similar instrument evidencing indebtedness of an obligor under a Residential
Mortgage Loan, including, without limitation, all related security interests and any and all rights to receive payments due thereunder.


“Residual
Funding Facility” means any funding arrangement with a financial institution or institutions or other lenders or purchasers
under which advances are made to the Parent or any Restricted Subsidiary secured by Residual Interests.


“Residual
Interests” means any residual, subordinated, reserve accounts and retained ownership interest held by the Parent or
a Restricted Subsidiary in Securitization Entities, Warehouse Facility Trusts and/or MSR Facility Trusts, regardless of whether
required to appear on the face of the consolidated financial statements in accordance with GAAP.


“Responsible
Officer” means, when used with respect to the Trustee or Collateral Trustee, any officer within the Corporate Trust
Office of the Trustee or Collateral Trustee, as applicable, including any vice president, any assistant vice president, any trust
officer, any assistant trust officer or any other officer of the Trustee or Collateral Trustee, as applicable, who customarily
performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject
and in each case who shall have direct responsibility for the administration of this Indenture.


“Restricted
Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend and, if
applicable, the OID Legend.



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“Restricted
Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend and, if applicable,
the OID Legend.


“Restricted
Investment” means an Investment other than a Permitted Investment.


“Restricted
Period” means the 40-day distribution compliance period as defined in Regulation S applicable to such Note.


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless the
context requires otherwise, any reference herein to a “Restricted Subsidiary” or “Restricted Subsidiaries”
shall mean each direct and indirect Subsidiary of the Parent that is not then an Unrestricted Subsidiary.


“Rule
144” means Rule 144 promulgated under the Securities Act.


“Rule
144A” means Rule 144A promulgated under the Securities Act.


“Rule
903” means Rule 903 promulgated under the Securities Act.


“Rule
904” means Rule 904 promulgated under the Securities Act.


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


“SEC”
means the Securities and Exchange Commission.


“Second
Priority Liens” means the Liens on the Collateral created in favor of the Collateral Trustee for its benefit and the
benefit of the Trustee and the Holders of the Notes, Liens created in favor of a collateral agent for any other Second Priority
Obligations and the Liens on the MSR Collateral created in favor of the MSR Collateral Agent for the benefit of the Trustee and
the Holders of the Notes, in each case, subject only to Permitted Liens and Liens on the Collateral securing First Priority Obligations.


 


“Second
Priority Obligations” means (i) the Notes Obligations and (ii) Obligations of the Company and the Guarantors in respect
of Other Pari Passu Secured Indebtedness.


 


“Secured
Debt” means any Indebtedness secured by a Lien upon the property of the Parent or any of its Restricted Subsidiaries
(regardless of the Realizable Value of such property), but including, for purposes of the Secured Leverage Ratio, only Corporate
Indebtedness secured by a Lien.


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.


“Security
Agreement” means the Second Lien Notes Pledge and Security Agreement, substantially in the form attached hereto as Exhibit
F, to be dated as of the Issue Date and entered into by the Company and each Guarantor, as it may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Security
Documents” means the Security Agreement, the Intellectual Property Security Agreements and all other instruments, documents
and agreements evidencing or creating or purporting to create any security interests in favor of the Collateral Trustee or the
MSR Collateral Agent for its benefit and for the benefit of the Trustee and the Holders, in all or any portion of the Collateral,
in each case, as amended, modified, restated, supplemented or replaced from time to time.



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“Securitization”
means a public or private transfer, sale or financing of (i) Servicing Advances, (ii) MSRs, (iii) mortgage loans, (iv) installment
contracts, (v) deferred servicing fees, (vi) warehouse loans secured by mortgage loans, (vii) mortgage
backed and other asset backed securities, including interest only securities, (viii) dealer floorplan loans and/or (ix)
other loans and related assets, (x) other receivables or similar assets (or any interests
in any of the foregoing) and any other asset capable of being securitized, (clauses (i)—(x) above, collectively, the “Securitization
Assets”) by which the Parent or any of its Restricted Subsidiaries directly or indirectly securitizes a pool of specified
Securitization Assets including, without limitation, any such transaction involving the sale of specified Securitization Assets
to a Securitization Entity.


 “Securitization
Assets” has the meaning specified in the definition of “Securitization.”


“Securitization
Entity” means (i) any Person (whether or not a Restricted Subsidiary of the Parent) established for the purpose of issuing
asset-backed or mortgaged-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations
and net interest margin securities), (ii) any special purpose Subsidiary established for the purpose of selling, depositing or
contributing Securitization Assets into a Person described in clause (i) or holding securities in any related Securitization Entity,
regardless of whether such person is an issuer of securities; provided that such Person is not an obligor with respect
to any Indebtedness of the Company or any Guarantor and (iii) any special purpose Subsidiary of the Parent formed exclusively
for the purpose of satisfying the requirements of Credit Enhancement Agreements and regardless of whether such Subsidiary is an
issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of the Company or any
Guarantor other than under Credit Enhancement Agreements.


“Securitization
Indebtedness” means (i) Indebtedness of the Parent or any of its Restricted Subsidiaries incurred pursuant to on-balance
sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Parent or any of its
Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained
by the Parent or any of its Restricted Subsidiaries.


“Senior
Credit Facility” means the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5,
2016, which thereby amends and restates the Senior Secured Term Loan Facility, dated February 15, 2013 (as amended by Amendment
No. 1 to Senior Secured Term Loan Facility Agreement and Amendment No. 1 to Pledge and Security Agreement, dated as of September
23, 2013, as further amended by Amendment No. 2 to Senior Secured Term Loan Facility Agreement, dated as of March 2, 2015, as
further amended by Amendment No. 3 to the Senior Secured Term Loan Facility Agreement, dated as of April 17, 2015, as further
amended by Amendment No. 4 to Senior Secured Term Loan Facility Agreement and Amendment No. 2 to Pledge and Security Agreement,
dated as of October 16, 2015, and as further amended by Amendment No. 5 to Senior Secured Term Loan Facility Agreement, dated
as of March 24, 2016), among the Company, as the borrower, the Parent, as parent, certain subsidiaries of the Parent, as subsidiary
guarantors, the lenders that are from time to time parties thereto and Barclays Bank PLC, as administrative agent and as collateral
agent as such agreement may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, increasing the interest rate or fees applicable thereto, refinancing,
replacing or otherwise restructuring (including adding Subsidiaries of the Parent as additional borrowers or guarantors thereunder)
all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and any indentures or other
credit facilities and whether by the same or any other agent, lender or group of lenders.



    	38



    	 



    

 


“Servicing
Advance Facility” means any funding arrangement with lenders collateralized in whole or in part by Servicing Advances
under which advances are made to the Parent or any of its Restricted Subsidiaries based on such collateral.


“Servicing
Advances” means the right to be reimbursed for advances made by the Parent or any of its Restricted Subsidiaries in
its capacity as servicer or any predecessor servicer of any mortgage-related receivables to fund principal, interest, escrow,
foreclosure, insurance, tax or other payments or advances when the borrower on the underlying receivable is delinquent in making
payments on such receivable; to enforce remedies, manage and liquidate REO Assets; or that the Parent or any of its Restricted
Subsidiaries otherwise advances in its capacity as servicer or any predecessor servicer pursuant to any Servicing Agreement.


“Servicing
Agreements” means any servicing agreements (including whole loan servicing agreements for portfolios of whole mortgage
loans), pooling and servicing agreements, interim servicing agreements and other servicing agreements, and any other agreement
governing the rights, duties and obligations of either the Parent or any Restricted Subsidiary, as a servicer, under such servicing
agreements, including the servicing guide of any Specified Government Entities, as a servicer, under such servicing agreements
(including for the avoidance of doubt, any agreements related to primary servicing, sub-servicing, special servicing and master
servicing).


“Servicing
Receivables” means rights to collections under mortgage-related receivables, or other rights to reimbursement of Servicing
Advances that the Parent or a Restricted Subsidiary of the Parent has made in the ordinary course of business and on customary
industry terms.


“Share
Repurchase” means the repurchase by the Parent or any of its Restricted Subsidiaries of shares of the Parent’s
Common Stock with the proceeds of the Notes offered hereby.


“Significant
Subsidiary” with respect to any Person, means any Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1-02 of Regulation S-X under the Exchange Act, as such regulation is in effect on the Issue
Date.


“Specified
Government Entities” means the Federal Housing Administration, Veterans Administration, Ginnie Mae, Fannie Mae, Freddie
Mac or other similar governmental agencies or government sponsored programs.


“Specified
MSRs” means the right to payments owed to the Parent and their respective Restrictive Subsidiaries, whether now or hereafter
acquired or created, under each of the Servicing Agreements either (a) identified on a schedule to the Security Agreement to be
agreed or (b) pursuant to which any of the Parent and their respective
Restricted Subsidiaries provides Servicing for any entity and/or transaction identified under the heading “Investor Name”
set forth on a schedule to the Security Agreement to be agreed, as each such schedule may be updated from time to time in accordance
with the provisions of the Security Agreement; provided, however, that “Specified MSRs” shall not include
any rights to repayment of Servicing Advances.


 


“Specified
Transactions” shall mean (a) the Share Repurchase and (b) the payment of related fees and expenses.



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“Subsidiary,”
with respect to any Person, means:


(1)          any
corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election
of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or


(2)          any
other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly,
owned by such Person.


“Total
Assets” means the total assets of the Parent and its Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as shown on the most recent balance sheet of the Parent.


“Treasury
Rate” means, as determined by the Company, with respect to any redemption date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H. 15 (519) that has become publicly available at least two Business Days prior to such redemption
date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from such redemption date to November 15, 2018; provided, however, that if no published maturity
exactly corresponds with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from
the arithmetic mean of the yields for the next shortest and next longest published maturities; provided further, however,
that if the period from such redemption date to November 15, 2018 , is less than one year, the weekly average yield on actively
traded United States Treasury securities adjusted to a constant maturity of one year will be used.


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).


“Trustee”
means Wilmington Trust, National Association, as trustee, until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes, substantially in the form of Exhibit A hereto, that bear,
if applicable, the OID Legend and that do not bear and are not required to bear the Private Placement Legend.


“Unrestricted
Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global
Note Legend and, if applicable, the OID Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes
that do not bear and are not required to bear the Private Placement Legend.


“Unrestricted
Subsidiary” means any Subsidiary of the Parent that is designated by the Board of Directors of the Parent as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:


(1)          has
no Indebtedness other than Non-Recourse Indebtedness and other Indebtedness that is not recourse to the Parent or any Restricted
Subsidiary or any of their assets;


(2)          except
as permitted by Section 4.11, is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted
Subsidiary of the Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable
to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates
of the Parent;



    	40



    	 



    




(3)          is
a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to
cause such Person to achieve any specified levels of operating results; and


(4)          has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted
Subsidiaries.


“U.S.
Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.


 


“Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.


“Warehouse
Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the
form of repurchase facilities, loan agreements, note and/or other security issuance facilities and commercial paper facilities
(excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to (i) finance
or refinance the purchase, origination or funding by the Parent or a Restricted Subsidiary of the Parent of, provide funding to
the Parent or a Restricted Subsidiary of the Parent through the transfer of, loans, mortgage-related securities (and related MSRs)
and other mortgage-related receivables purchased or originated by the Parent or any Restricted Subsidiary of the Parent in the
ordinary course of business, (ii) finance or refinance Servicing Advances; (iii) finance or refinance REO Assets related to loans
and other mortgage-related receivables purchased or originated by the Parent or any Restricted Subsidiary of the Parent, or (iv)
finance or refinance any Securitization Asset; provided that such purchase, origination, pooling, funding refinancing
and carrying is in the ordinary course of business.


“Warehouse
Facility Trusts” means any Person (whether or not a Subsidiary of the Parent) established for the purpose of issuing
notes or other securities in connection with a Warehouse Facility, which notes and securities are backed by (i) specified loans,
mortgage-related securities and other receivables purchased by, and/or contributed to, such Person from the Parent or any Restricted
Subsidiary of the Parent; (ii) specified Servicing Advances purchased by, and/or contributed to, such Person from the Parent or
any other Restricted Subsidiary of the Parent; or (iii) the carrying of REO Assets related to loans and other receivables purchased
by, and/or contributed to, such Person or any Restricted Subsidiary of the Parent.


“Warehouse
Indebtedness” means Indebtedness in connection with a Warehouse Facility; provided that the amount of any particular
Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Capital Stock or Preferred Stock, as
the case may be, at any date, the number of years obtained by dividing: (1) the then outstanding aggregate principal amount of
such Indebtedness or redemption or similar payment with respect to such Disqualified Capital Stock or Preferred Stock into; (2)
the sum of the total of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking
fund, serial maturity or other required scheduled payment of principal, including payment at final maturity, in respect thereof,
by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such
payment.



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“Wholly
Owned Restricted Subsidiary” of any Person means any Restricted Subsidiary of such Person of which all the outstanding
voting securities (other than in the case of a Foreign Subsidiary, directors’ qualifying shares or an immaterial amount
of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Restricted
Subsidiary of such Person.





SECTION 1.02.          Other
Definitions.


	Term	 	Defined in
 Section	 
	“Affiliate Transaction”	 	 	4.11	 
	“Applicable Law” 	 	 	13.18	 
	“Authentication Order”	 	 	2.02	 
	“Asset Sale Offer”	 	 	4.10	 
	“Change of Control Offer”	 	 	4.14	 
	“Change of Control Payment” 	 	 	4.14	 
	“Change of Control Payment Date”	 	 	4.14	 
	“Covenant Defeasance” 	 	 	8.03	 
	“DTC”	 	 	2.03	 
	“Event of Default” 	 	 	6.01	 
	“Excess Proceeds” 	 	 	4.10	 
	“incur”	 	 	4.09	 
	“Legal Defeasance” 	 	 	8.02	 
	“Note Register”	 	 	2.03	 
	“notice of acceleration”:	 	 	6.02	 
	“Offer Amount” 	 	 	3.09	 
	“Offer Period”	 	 	3.09	 
	“Paying Agent”	 	 	2.03	 
	“Purchase Date”	 	 	3.09	 
	“Registrar”	 	 	2.03	 
	“Restricted Payment”	 	 	4.07	 
	“Reversion Date”	 	 	4.18	 
	“Surviving Entity” 	 	 	5.01	 
	“Suspended Covenants	 	 	4.18	 
	“Suspension Period” 	 	 	4.18	 



 


SECTION 1.03.          [Reserved].


SECTION 1.04.          Rules
of Construction. Unless the context otherwise requires:


(a)                a
term has the meaning assigned to it;


(b)                an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


(c)                “or”
is not exclusive;


(d)                words
in the singular include the plural, and in the plural include the singular;


(e)                “including”
means including without limitation;



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(f)           “will”
shall be interpreted to express a command;


(g)            provisions
apply to successive events and transactions;


(h)            references
to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time;


(i)             unless
the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers
to an Article, Section or clause, as the case may be, of this Indenture; and


(j)             the
words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Indenture
as a whole and not any particular Article, Section, clause or other subdivision.


SECTION 1.05.          Acts
of Holders.


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person
of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section 1.05.


(b)           The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of
the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority
of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.


(c)           The
ownership of Notes shall be proved by the Note Register.


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee, Collateral Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.


(e)           The
Company may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or
permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record
date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation.



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(f)           Without
limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard
to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its
agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given
or taken by separate Holders of each such different part.


(g)           Without
limiting the generality of the foregoing, a Holder, including any Depositary that is the Holder of a Global Note, may make, give
or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s
standing instructions and customary practices.


(h)           The
Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global
Note held by any Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given
or taken more than 90 days after such record date.


ARTICLE
2

THE NOTES


SECTION 2.01.          Form
and Dating; Terms.


(a)           General.
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.
The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated
the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof.


(b)           Global
Notes. Global Notes shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially
in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall
be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon
and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect transfers, exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06.



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(c)           Temporary
Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee,
as Custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts
of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:


(i)           a
written certificate or other evidence in a form reasonably acceptable to the Company of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners
thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the
Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement
Legend, all as contemplated by Section 2.06(b)); and


(ii)          an
Officers’ Certificate from the Company.


Following
the termination of the Restricted Period, upon receipt of a Company Order, beneficial interests in the Regulation S Temporary
Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.
Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary
Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become
beneficial interests in the Regulation S Permanent Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter
provided.


(d)           Terms.
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject
to the limitation in Section 4.09.


The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be controlling.


The
Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of
Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article 3.


Additional
Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company without notice
to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the
same terms as to status, waivers, amendments, offers to repurchase, redemption or otherwise as the Initial Notes (but not as to
issue date, issue price, first payment date or interest accruing prior to such first payment date); provided that if any
such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes shall
have a separate CUSIP number; provided, further, that the Company’s ability to issue Additional Notes
shall be subject to the Company’s compliance with Section 4.09.


(e)           Euroclear
and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation
S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream
and such provisions shall supersede the provisions in Section 2.06, as applicable, to the extent that they conflict with such
provisions, with respect to such transfers.



    	45



    	 



    


SECTION
2.02.          Execution and Authentication. At least one Officer of the
Company shall execute the Notes on behalf of the Company by manual or facsimile signature.


If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless
be valid.


A
Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially
in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Indenture.


On
the Issue Date, the Trustee shall, upon receipt of a Company Order to authenticate (an “Authentication Order”)
the Initial Notes, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall,
upon receipt of a Board Resolution and an Authentication Order, authenticate and deliver any Additional Notes for an aggregate
principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Such Authentication Order
shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to Section
2.01, shall certify that such issuance is in compliance with Section 4.09.


The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


SECTION
2.03.          Registrar and Paying Agent. The Company shall (a) maintain
an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and (b) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall
keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of
a Note shall be treated as the owner of the Note for all purposes. The Company may appoint one or more co-registrars and one or
more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder.
The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.



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The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes representing the Notes.


The
Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect
to the Global Notes.


SECTION
2.04.      Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any,
interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.




SECTION
2.05.      Holder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten Business Days before each Interest Payment Date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders
of Notes and the Company shall otherwise comply with Trust Indenture Act Section 312(a).


SECTION
2.06.       Transfer and Exchange.


(a)           Transfer
and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole
and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary.
A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered
under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date
of such notice from the Depositary, (ii) subject to the procedures of the Depositary, the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of the Definitive Notes, provided that in no event shall Definitive
Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903, (iii)
there shall have occurred and be continuing a Default or Event of Default with respect to the Notes, or (iv) upon prior written
notice given to the Trustee by or on behalf of the Depositary in accordance with this Indenture. Upon the occurrence of any of
the preceding events in clauses (i), (ii), (iii) or (iv), Definitive Notes delivered in exchange for any Global Note or beneficial
interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf
of the Depositary (in accordance with its customary procedures) and will bear the applicable restricted legends required pursuant
to Section 2.01 and this Section 2.06. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant
to this Section 2.06 or Sections 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note,
except for Definitive Notes issued subsequent to any of the preceding events in clauses (i), (ii), (iii) or (iv) and pursuant
to Section 2.06(c). A Global Note may not be exchanged for another Note other than as provided in this Section 2.06; provided,
however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f).



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(b)           Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs,
as applicable:


(i)           Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration
of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(i).


(ii)          All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i), the transferor of such beneficial interest must deliver to the Registrar
either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant
or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause
to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall
be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes
be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration
of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h).




(iii)         Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer
complies with the requirements of Section 2.06(b)(ii) and the Registrar receives the following:


(A)           if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or


(B)           if
the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.



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(iv)    Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) and the Registrar receives the following:


(1)          if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or


(2)          if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


and,
in each such case set forth in this clause (iv), an Opinion of Counsel to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


If
any such transfer is effected pursuant to clause (iv) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to clause (iv) above.


Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.


(c)           Transfer
or Exchange of Beneficial Interests for Definitive Notes.


(i)           Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events
in clauses (i), (ii), (iii) or (iv) of Section 2.06(a) and receipt by the Registrar of the following documentation:


(A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications
in item (2)(a) thereof;


(B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


(C)           if
such beneficial interest is being transferred to a Non U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


(D)           if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications
in item (3)(a) thereof;



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(E)            if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


(F)            if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h), and the Company shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions
a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes
are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained herein
and therein.


(ii)               Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial
interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by
the Registrar of a certificate substantially in the fom of Exhibit B (with item 2 of such certification being checked), except
in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903
or Rule 904.


(iii)              Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clauses
(i), (ii), (iii) or (iv) of Section 2.06(a) and if the Registrar receives the following:


(1)            if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or


(2)            if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the
form of Exhibit B hereto, including the certifications in item (4) thereof;


and,
in each such case set forth in this clause (iii), an Opinion of Counsel to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.



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(iv)         Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon the occurrence of any of the
events in clauses (i), (ii), (iii) or (iv) of Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii),
the Trustee shall cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant
to Section 2.06(h), and the Company shall execute and the Trustee shall authenticate and mail to the Person designated in the
instructions an Unrestricted Definitive Note in the applicable principal amount. Any Unrestricted Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from
or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Unrestricted Definitive Notes
to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.


(d)           Transfer
and Exchange of Definitive Notes for Beneficial Interests.


(i)           Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes
to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


(A)           if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;


(B)            if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (1) thereof;


(C)            if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2)
thereof;


(D)            if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications
in item (3)(a) thereof; or


(E)            if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof,


the
Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in
the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global
Note, and in the case of clause (C) above, the applicable Regulation S Global Note.



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(ii)            Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the
following:


(1)          if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global
Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or


(2)          if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of
Exhibit B hereto, including the certifications in item (4) thereof;


and,
in each such case set forth in this clause (ii), an Opinion of Counsel to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


Upon
satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Restricted
Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.


(iii)         Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or
cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.


If
any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (d)(ii) or
(d)(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


(e)           Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):


(i)       Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the
name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


(A)         if
the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (1) thereof;



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(B)         if
the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit
B hereto, including the certifications in item (2) thereof; or


(C)         if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof,
if applicable.


(ii)      Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for
an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


(1)         if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


(2)         if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto,
including the certifications in item (4) thereof,


and,
in each such case set forth in this clause (ii), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


(iii)     Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


(f)            [Reserved].



(g)           Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture:


(i)       Private
Placement Legend.



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(A)           Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:


“THE
NOTES EVIDENCED HEREBY AND THE RELATED GUARANTEES, IF ANY, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND ANY SELLER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”


(B)            Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
(e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear
the Private Placement Legend.


(ii)      Global
Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last
sentence if DTC is not the Depositary):


“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



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(iii)     Regulation
S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following
form:


“BY
ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”


(iv)     OID
Legend. Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal
income tax purposes shall bear a legend in substantially the following form:


“THIS
NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING
A REQUEST FOR SUCH INFORMATION TO OCWEN FINANCIAL CORPORATION, 1661 WORTHINGTON ROAD, SUITE 100, WEST PALM BEACH, FLORIDA 33409,
ATTENTION: CORPORATE SECRETARY.”


(v)      Applicable
Procedures for Delegending. After one year has elapsed following (1) the Issue Date or (2) if the Company has issued any Additional
Notes with the same terms and the same CUSIP number as the Notes within one year following the Issue Date, the date of original
issuance of such Additional Notes, if the Notes are freely tradable pursuant to Rule 144 under the Securities Act by Holders who
are not Affiliates of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement
in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied), the Company shall, at its option:


(A)         instruct the Trustee in writing to remove the Private Placement Legend from the Notes by delivering to the Trustee a certificate
in the form of Exhibit E hereto, and upon such instruction the Private Placement Legend shall be removed by the Trustee
from any Global Notes representing such Notes without further action on the part of Holders;


(B)         notify
Holders of the Notes that the Private Placement Legend has been removed or deemed removed; and


(C)         instruct
DTC to change the CUSIP number for the Notes to the unrestricted CUSIP number for the Notes.


In
no event will the failure of the Company to provide any notice set forth in this paragraph or of the Trustee to remove the Private
Placement Legend constitute a failure by the Company to comply with any of its covenants or agreements set forth in Section 6.01
or otherwise. Any Restricted Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer
shall have expired in accordance with their terms shall, upon the Trustee’s receipt of the certificate required by clause
(A) above and surrender of such Restricted Note for exchange to the Registrar in accordance with the provisions of Article 2 of
this Indenture, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Private
Placement Legend.



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Notwithstanding
any provision herein to the contrary, in the event that Rule 144 as promulgated under the Securities Act (or any successor rule)
is amended to change the one-year holding period thereunder (or the corresponding period under any successor rule), (1) each reference
in this Section 2.06(g)(v) to “one year” shall be deemed for all purposes hereof to be references to such changed
period, and (2) all corresponding references in the Notes shall be deemed for all purposes hereof to be references to such changed
period; provided, that such changes shall not become effective if they are otherwise prohibited by, or would otherwise
cause a violation of, the then applicable federal securities laws. This Section 2.06(g)(v) shall apply to successive amendments
to Rule 144 (or any successor rule) changing the holding period thereunder.


(h)           Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.


(i)            General
Provisions Relating to Transfers and Exchanges.


(i)           To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.


(ii)          No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05).


(iii)         Neither
the Registrar nor the Company shall be required to register the transfer of or exchange any Note selected for redemption or tendered
for repurchase pursuant to a Change of Control Offer or Asset Sale Offer in whole or in part, except the portion of any Note being
redeemed or repurchased in part that is not redeemed or repurchased.


(iv)         All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as
the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


(v)          The
Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of delivery of a notice of redemption of Notes under Section 3.02 and ending at
the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption
or tendered (and not validly withdrawn) for purchase in connection with a Change of Control Offer or an Asset Sale Offer, in each
case in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or purchased in part or (C)
to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.



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(vi)         Prior
to due presentment for the registration of a transfer of any Note, the Trustee, Collateral Trustee, any Agent and the Company
may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of, premium, if any, interest on such Notes and for all other purposes, and none of the Trustee, Collateral
Trustee, any Agent or the Company shall be affected by notice to the contrary.


(vii)        Upon
surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02,
the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees,
one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.


(viii)       At
the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive
Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement
Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section
2.02.


(ix)          All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by facsimile.


(x)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


(xi)          The
Trustee shall have no responsibility for any actions taken or not taken by the Depositary.


SECTION
2.07.       Replacement
Notes. If any mutilated Note is surrendered to the Trustee, the Registrar or the Company and the Trustee receives evidence
to its satisfaction of the ownership and destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon
receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the Trustee to protect the Trustee and in the judgment
of the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note.


Every
replacement Note is a contractual obligation of the Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.



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SECTION 2.08.       Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with
the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


If
a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.


If
the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases
to accrue.


If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.


SECTION 2.09.       Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee has been notified in writing are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee
is not the Company, a Guarantor, if any, or any Affiliate of the Company or a Guarantor, if any.


SECTION 2.10.       Temporary
Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt
of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated
Notes but may have variations that the Company consider appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes.


Holders
and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Indenture.


SECTION 2.11.       Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction
of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures.
The Company may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.


SECTION 2.12.       CUSIP
and ISIN Numbers. The Company in issuing the Notes may use CUSIP numbers and/or ISIN numbers (if then generally in use) and,
if so, the Trustee shall use CUSIP numbers and/or ISIN numbers in notices of redemption, Change of Control Offers and Asset Sale
Offers as a convenience to Holders; provided, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained in any such notice and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption or repurchase pursuant to a Change of Control
Offer or Asset Sale Offer shall not be affected by any defect in or omission of such numbers. The Company shall as promptly as
practicable notify the Trustee in writing of any change in the CUSIP number and ISIN numbers.



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ARTICLE
3

REDEMPTION


SECTION 3.01.       Notices
to Trustee.


(a)           If
the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least fifteen calendar days before
notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 (unless a shorter notice
shall be agreed to by the Trustee), an Officers’ Certificate from the Company setting forth (i) the paragraph or subparagraph
of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of the Notes to be redeemed and (iv) the redemption price.


(b)           Except as otherwise provided in this Indenture or the Notes, any redemption notice may, at the Company’s discretion, be
subject to one or more conditions precedent, including completion of an Equity Offering, financing or other corporate transaction.
If such redemption is subject to the satisfaction of one or more conditions precedent, in the Company’s discretion the redemption
date may be delayed or the redemption may be rescinded in the event any such conditions shall not have been satisfied or waived
by the original redemption date.







(c)           The
Trustee shall not be liable for any actions taken or not taken by DTC.


SECTION 3.02.       Selection
of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased in an offer to purchase
at any time, the Trustee shall select the Notes to be redeemed or purchased on a pro rata basis, by lot or by such other
method as the Trustee shall deem fair and appropriate; provided that if the Notes are in global form, interest in such
global notes will be selected for redemption by DTC in accordance with Applicable Procedures. In the event of partial redemption
or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee or DTC, as applicable, from the outstanding Notes
not previously called for redemption or purchase.


The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any
Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions
of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; no Notes of $2,000 or less may
be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased.
Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase
also apply to portions of Notes called for redemption or purchase.


SECTION 3.03.       Notice
of Redemption. Subject to Section 3.09, the Company shall mail or cause to be given (or, in the case of Global Notes, delivered,
in accordance with the Applicable Procedures) notices of redemption at least 30 days but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at such Holder’s registered address, with a copy to the Trustee.



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The
notice shall identify the Notes to be redeemed (including CUSIP number(s)) and shall state:





(a)            the redemption date;


(b)            the redemption price;


(c)            if any Note is to be redeemed in part only, the portion
of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to
the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;


(d)            the name and address of the Paying Agent;


(e)            that Notes called for redemption must be surrendered
to the Paying Agent to collect the redemption price;


(f)            that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;


(g)            the Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed;


(h)            that no representation is made as to the correctness
or accuracy of the CUSIP number and ISIN number, if any, listed in such notice or printed on the Notes; and


(i)             if in connection with a redemption pursuant to Section 3.01(b)
or 3.07(b), any condition to such redemption.


 


At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided
that the Company shall have delivered to the Trustee, at least fifteen calendar days before notice of redemption is required
to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officers’ Certificate of the Company requesting that the Trustee give such notice and attaching a copy of the
notice to be delivered to each Holder of Notes.


SECTION
3.04.       Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date
at the redemption price (except as provided for in Section 3.01(b) or Section 3.07(b)). The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part
shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05, on and after the
redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, as long as the Company has deposited
with the Paying Agent funds in satisfaction of the applicable redemption price.


SECTION
3.05.       Deposit of Redemption or Purchase Price.
Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be
redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued and unpaid interest on, all Notes to be redeemed or purchased.



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If
the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall
cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on
or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date.
If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date
not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.


SECTION
3.06.       Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount
to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed
or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess of $2,000.


SECTION
3.07.       Optional Redemption.


(a)          At
any time prior to November 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ notice to the Holders (with a copy to the Trustee), at a redemption price equal to 100.0%
of the principal amount of the Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest on the Notes redeemed,
to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive
interest due on the relevant Interest Payment Date that is on or prior to the applicable date of redemption).


(b)          Additionally,
at any time, or from time to time, on or prior to November 15, 2018, the Company may, at its option, use the net cash proceeds
of one or more Equity Offerings to redeem up to 35.0% of the principal amount of all Notes originally issued under this Indenture
(including Additional Notes) upon not less than 30 or more than 60 days’ notice to the Holders (with a copy to the Trustee)
at a redemption price equal to 108.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the
date of redemption (subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the
relevant Interest Payment Date that is on or prior to the applicable date of redemption); provided that:


(i)        at
least 65.0% of the principal amount of all Notes issued under this Indenture (including Additional Notes) remains outstanding
immediately after any such redemption; and


(ii)       the
Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.


Notice
of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may,
at the Company’s discretion, be subject to one or more conditions precedent.



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(c)          On
or after November 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than
30 nor more than 60 days’ notice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as percentages
of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable date of redemption,
if redeemed during the twelve-month period beginning on November 15 of the years indicated below (subject to the rights of Holders
of Notes on the relevant regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior
to the applicable date of redemption):


	Year
	 	Percentage	 
	2018	 	 	106.281	%
	2019	 	 	104.188	%
	2020	 	 	102.094	%
	2021 and thereafter	 	 	100.000	%





 


(d)          Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.


(e)          In
addition to the Company’s rights to redeem Notes pursuant to Sections 3.07(a), (b) and (c), the Company may at any time
and from time to time purchase Notes in open-market transactions, tender offers or otherwise.


SECTION
3.08.         Mandatory Redemption. The Company shall not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.


SECTION
3.09.        Offers to Repurchase by Application of Excess Proceeds.


(a)          In
the event that, pursuant to Section 4.10, the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures
specified below.


(b)          The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of
the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and Pari Passu Debt, as provided in Section 4.10. Payment for any Notes so purchased shall be made in
the same manner as interest payments are made.


(c)          If
the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest
up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business
on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.


(d)          Upon
the commencement of an Asset Sale Offer, the Company shall send, by first-class mail, a notice to each of the Holders, with a
copy to the Trustee, or otherwise in accordance with the Applicable Procedures. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made
to all Holders and holders of Pari Passu Debt. The notice, which shall govern the terms of the Asset Sale Offer, shall state:



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(i)       
that an Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 and the length of time the Asset Sale Offer
shall remain open (which shall be for a period of 20 Business Days following its commencement, except to the extent that a longer
period is required by applicable law);


(ii)      

the Offer Amount, the purchase price and the Purchase Date;


(iii)     
that any Note not tendered or accepted for payment shall continue to accrue interest;


(iv)     
that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date;


(v)     
that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum denomination
of $2,000 or an integral multiple of $1,000 in excess of $2,000;


(vi)     
that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note which is attached as Exhibit A hereto,
completed, to the paying agent at the address specified in the notice (or transfer by book-entry transfer to the Depositary, as
applicable) prior to the close of business on the third Business Day prior to the Purchase Date;


(vii)    

that Holders shall be entitled to withdraw their tendered Notes and their election, if any, to require the Company to purchase
such Notes; provided that the Paying Agent receives, not later than the close of business on the last day of the Offer
Period, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of the Notes
tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;


(viii)   
that,
if the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the Offer Amount, the
Company will determine the amount of the Notes and such Pari Passu Debt to be purchased on a pro rata basis or as nearly
a pro rata basis as is practicable (subject to the Applicable Procedures) and the Trustee will select the Notes to be purchased
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that if the
Notes are in global form, interest in such global notes will be selected for purchase by DTC in accordance with its Applicable
Procedures (with such adjustments as may be appropriate so that only Notes in minimum denominations of $2,000, or integral multiples
of $1,000 in excess of $2,000, shall be purchased);


(ix)      
that
Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not
repurchased; and


(x)      
any
other instructions, as determined by the Company, consistent with this 3.09 and Section 4.10, that a Holder must follow.



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(e)          On
or before the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis as described
in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes and, if required, Pari Passu Debt or portions thereof validly
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes and Pari Passu Debt tendered
and (ii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate
of the Company stating the aggregate principal amount of Notes or portions thereof so tendered.


(f)          The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Company for purchase, and the Company
shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver
(or cause to be transferred by book-entry) such new Note to such Holder in a principal amount equal to any unpurchased portion
of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such
new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000, in excess of $2,000. Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the
results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.


(g)          Prior
to 10:00 a.m. New York City time on the Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent, money
sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. Upon
written request therefore, the Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent, as applicable, by the Company in excess of the amount necessary to pay the purchase price of, and accrued
and unpaid interest on, all Notes to be purchased.


(h)          Other
than as specifically provided in this Section 3.09 or Section 4.10, any purchase pursuant to this Section 3.09 shall be made pursuant
to the applicable provisions of Sections 3.01 through 3.06.


ARTICLE
4

COVENANTS


SECTION
4.01.        Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the
Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary of the Company, holds as of 10:00 a.m. (New York
City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due.


The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
at the rate equal to the then applicable interest rate on the Notes to the extent lawful. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.


SECTION
4.02.        Maintenance of Office or Agency. The Company shall maintain in the United States an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may
be surrendered for registration of transfer or for exchange. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may
be made at the Corporate Trust Office of the Trustee.



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The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States for
such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.


The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.03.


SECTION
4.03.        Reports and Other Information.


(a)          So
long as any Notes are outstanding and whether or not required by the rules and regulations of the SEC, the Parent shall file with
the SEC and furnish to the Holders of Notes, within five days of the time periods specified in the SEC’s rules and regulations:


(i)        all
quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Parent were required
to file such reports; and


(ii)       all
current reports that would be required to be filed with the SEC on Form 8-K if the Parent were required to file such reports.


The
availability of the foregoing materials on the SEC’s EDGAR service (or its successor) shall be deemed to satisfy the Parent’s
delivery obligation.


(b)          All
such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such
reports. Each annual report on Form 10-K will include a report on the Parent’s consolidated financial statements by the
Parent’s certified independent accountants, and each Form 10-Q and 10-K will include a “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations
of the Parent and its consolidated Subsidiaries.


(c)          If,
at any time, the Parent is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent
shall nevertheless continue filing the reports specified in clauses (a) and (b) of this Section 4.03 with the SEC within the time
periods specified above unless the SEC will not accept such a filing. The Parent shall not take any action for the purpose of
causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s
filings for any reason, the Parent shall post the reports referred to in clauses (a) and (b) of this Section 4.03 on a website
within the time periods that would apply if the Parent were required to file those reports with the SEC.


(d)          If,
at any time, the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then either on the face of the financial
statements or in the footnotes to the financial statements and in any “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” or other comparable section, the Parent shall provide an analysis and discussion of
the material differences with respect to the financial condition and results of operations of the Parent and its Restricted Subsidiaries
as compared to the Parent and its Subsidiaries (including such Unrestricted Subsidiaries).


(e)          In
addition, the Parent agrees that, for so long as any Notes remain outstanding and constitute “restricted securities”
under Rule 144 under the Securities Act, it shall furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



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(f)           [Reserved].


(g)          Any
and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or other information
required by this covenant shall be deemed cured (and the Parent shall be deemed to be in compliance with this Section 4.03) upon
furnishing or filing such report or other information as contemplated by this Section 4.03 (but without regard to the date on
which such report or other information is so furnished or filed); provided that such cure shall not otherwise affect the rights
of Holders under Article 6 if payment of the Notes has been accelerated in accordance with the terms of this Indenture and such
acceleration has not been rescinded or cancelled prior to such cure.


(h)          Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Parent’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).


SECTION
4.04.        Compliance Certificate.


(a)           The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate
from an Officer of the Parent stating that a review of the activities of the Parent and its Restricted Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Parent
and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further
stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Parent and its Restricted Subsidiaries
have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in
default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a
Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Parent and
its Restricted Subsidiaries are taking or propose to take with respect thereto).


(b)           When
any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness
of the Parent or any Subsidiary of the Parent gives any notice or takes any other action with respect to a claimed Default, the
Company shall, within five Business Days after becoming aware of such Default, deliver written notice to the Trustee specifying
such event and what action the Company proposes to take with respect thereto.


SECTION
4.05.        Taxes. The Parent shall pay, and shall cause its Restricted Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings
or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


SECTION
4.06.        Stay, Extension and Usury Laws. The Company and any Guarantor covenants (to the extent that they may lawfully
do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company and any Guarantor (to the extent that they may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that they shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power
as though no such law has been enacted.



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SECTION
4.07.        Limitation on Restricted Payments.


(a)           The
Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


(i)        declare
or pay any dividend or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the
Parent or dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable
on, or in respect of, any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted
Subsidiary, the Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution
in accordance with its Equity Interests in such class or series of securities) on or in respect of shares of the Parent’s
Capital Stock to holders of such Capital Stock;


(ii)        purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the Parent or any warrants, rights or options to purchase
or acquire shares of any class of such Capital Stock (other than in exchange for Qualified Capital Stock of the Parent) held by
Persons other than the Parent or its Restricted Subsidiaries;


(iii)      
make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to
any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness (other than Indebtedness
owed by the Parent or any Restricted Subsidiary of the Parent to another Restricted Subsidiary of the Parent or the Parent, or
any such payment on Indebtedness due within one year of the date of purchase, defeasance, redemption, prepayment, decrease or
other acquisition or retirement) of the Parent or any Restricted Subsidiary that is expressly contractually subordinate or junior
in right of payment to the Notes (for purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinate
or junior in right of payment to the Notes solely by virtue of being unsecured or secured by a junior priority lien (as a result
of entering into intercreditor arrangements or otherwise) or by virtue of not having the benefit of any guarantees); or


(iv)      make
any Restricted Investment,


if
at the time of such action (each such payment and other actions set forth in clauses (i) through (iv) of this Section 4.07(a)
being collectively referred to as, a “Restricted Payment”), or immediately after giving effect thereto:


(A)      a
Default or an Event of Default shall have occurred and be continuing; or


(B)      
immediately after giving effect thereto on a pro forma basis, the Parent is not able to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(b); or


(C)       the
aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount
expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall exceed the sum of:



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(1)          50.0%
of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from October 1, 2016 to the end of
the Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100.0% of such deficit); plus


(2)
          100.0% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by
the Parent from any Person after the Issue Date including:


(x)
          any contribution to its common equity capital or from the issue or sale of Equity Interests of the Parent (other than Disqualified
Capital Stock and Excluded Contributions);


(y)           the
issuance or sale of convertible or exchangeable Disqualified Capital Stock or convertible or exchangeable debt securities of the
Parent that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Capital
Stock or debt securities) sold to a Subsidiary of the Parent); plus


(3)
          to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition,
if any), and (y) the initial amount of such Restricted Investment; plus


(4)
          to the extent that any Unrestricted Subsidiary of the Parent is designated as a Restricted Subsidiary of the Parent (or is
merged, consolidated or amalgamated with or into, or otherwise transfers or conveys assets to, the Parent or any of its Restricted
Subsidiaries) after the Issue Date, the Fair Market Value of the Parent’s Investment in such Subsidiary as of the date of
such designation or transaction.


(b)          Section
4.07(a) shall not prohibit:


(i)        the
payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such
dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been
permitted on the date of declaration or notice under this Indenture;


(ii)       the
making of any Restricted Payment, either (A) solely in exchange for shares of Qualified Capital Stock of the Parent, (B) through
the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Parent) of shares
of Qualified Capital Stock of the Parent, or (C) through the application of a substantially concurrent cash capital contribution
received by the Parent from its shareholders (which sale for cash of Qualified Capital Stock or capital contribution (to the extent
so used) shall be excluded from the calculation of amounts under clause (C)(2) of Section 4.07(a)) and which sale or contribution
being deemed substantially concurrent if such Restricted Payment occurs within 60 days of such sale or contribution);



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(iii)      the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Parent or any
Restricted Subsidiary (including the acquisition of any shares of Disqualified Capital Stock of the Parent) that is contractually
subordinated to the Notes or to any Note Guarantee in exchange for, or out of the net cash proceeds from a substantially concurrent
incurrence of Refinancing Indebtedness (with an incurrence being deemed substantially concurrent if such Restricted Payment occurs
within 60 days of such incurrence); provided, however, that such purchase, repurchase, redemption, defeasance or
other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;


(iv)      so
long as no Default or Event of Default shall have occurred and be continuing, the repurchase, retirement or other acquisition
or retirement for value by the Parent of Common Stock (or options, warrants or other rights to acquire Common Stock) of the Parent
from any future, current or former officer, director, manager or employee (or any spouses, successors, executors, administrators,
heirs or legatees of any of the foregoing) of the Parent or any of its Subsidiaries or their authorized representatives, in an
aggregate amount not to exceed $10.0 million in any calendar year; plus (A) the aggregate net cash proceeds received by
the Parent after the Issue Date from the issuance of such Equity Interests to, or the exercise of options to purchase such Equity
Interests by, any current or former director, officer or employee of the Parent or any Restricted Subsidiary of the Parent (provided
that the amount of such net cash proceeds received by the Parent and utilized pursuant to this clause (iv)(A) for any such
repurchase, redemption, acquisition or retirement will be excluded from clause (C)(2) of Section 4.07(a)) and (B) the proceeds
of “key-man” life insurance policies that are used to make such redemptions or repurchases; provided that amounts
available pursuant to this clause (iv) to be utilized for Restricted Payments during any calendar year may be carried forward
and utilized in the succeeding calendar years; and provided, further, that the cancellation of Indebtedness
owing to the Parent from any future, current or former officer, director, manager or employee (or any spouses, successors, executors,
administrators, heirs or legatees of any of the foregoing) of the Parent or any of its Restricted Subsidiaries in connection with
any repurchase of Capital Stock of such entities (or warrants or options or rights to acquire such Capital Stock) will not be
deemed to constitute a Restricted Payment under this Indenture;


(v)       (A)
the repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable
securities to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other
convertible or exchangeable securities and (B) repurchases of Equity Interests or options to purchase Equity Interests deemed
to occur in connection with the exercise of stock options, warrants or other convertible or exchangeable securities to the extent
necessary to pay applicable withholding taxes;


(vi)      any
payment of cash by the Parent in respect of fractional shares of the Parent’s Capital Stock upon the exercise, conversion
or exchange of any stock options, warrants, other rights to purchase Capital Stock or other convertible or exchangeable securities;


(vii)     so
long as no Default or Event of Default shall have occurred and be continuing, the declaration and payment of regularly scheduled
or accrued dividends to holders of (i) the Parent’s outstanding Series A Preferred Stock and (ii) any class or series of
Disqualified Capital Stock of the Parent or Preferred Stock of any Restricted Subsidiary of the Parent issued on or after the
Issue Date in accordance with Section 4.09 so long as such dividends are included in the definition of “Fixed Charges”;


(viii)    the
payment of any dividend (or, in the case of any partnership or limited liability Parent, any similar distribution) by a Restricted
Subsidiary of the Parent to the holders of its Equity Interests on a pro rata basis;



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(ix)       any
repricing or issuance of employee stock options or other awards or the adoption of bonus arrangements, in each case in connection
with the issuance of the Notes, and payments pursuant to such arrangements;


(x)        Restricted
Payments that are made with Excluded Contributions;


(xi)       Restricted
Payments made with Net Cash Proceeds from Asset Sales remaining after application thereof as required by Section 4.10 (including
after the making by the Parent of any Asset Sale Offer required to be made by the Parent pursuant to such covenant and the purchase
of all Notes tendered therein);


(xii)      upon occurrence of a Change of Control or Asset Sale and within 60 days after the completion of the Change of Control Offer or
Asset Sale Offer pursuant to Section 4.14 or Section 4.10, as applicable (including the purchase of all Notes tendered), any purchase
or redemption of Obligations of the Parent that are subordinate or junior in right of payment to the Notes required pursuant to
the terms thereof as a result of such Change of Control or Asset Sale at a purchase or redemption price not to exceed 101.0% (in
the case of a Change of Control) or 100.0% (in the case of an Asset Sale) of the outstanding principal amount thereof, plus accrued
and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption,
no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) such purchase or redemption
is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Parent
or any Restricted Subsidiary of the Parent;


(xiii)     Restricted
Payments in an amount not to exceed $25.0 million; and


(xiv)     Repurchases
of shares of the Company’s Common Stock in an aggregate amount for all such purchases up to $50.0 million; provided
that in the case of this clause (xiv) both immediately prior to and after giving effect thereto (i) no Default shall exist or
result therefrom and (ii) the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries is at least 2.0 to 1.0
on a pro forma basis.


In
determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (C) of Section
4.07(a), amounts expended pursuant to clauses (i), (iv), (vii) and (xiii) of this Section 4.07(b) shall be included in such calculation.


For
purposes of determining compliance with this Section 4.07, if any Investment or Restricted Payment would be permitted pursuant
to one or more of the provisions described in Section 4.07(b) and/or one or more exceptions contained in the definition of “Permitted
Investments,” the Parent may classify all or any portion of such Investment or Restricted Payment in any manner that complies
with this Section 4.07 or the definition of “Permitted Investment” and may later reclassify all or any portion of
any such Investment or Restricted Payment in any manner that complies with this Section 4.07 or the definition of “Permitted
Investment” so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance
on the applicable exceptions as of the date of such reclassification.



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SECTION
4.08.        Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


(a)          The
Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted
Subsidiary of the Parent to:


(i)        pay
dividends or make any other distributions on or in respect of its Capital Stock to the Parent or any of its Restricted Subsidiaries;


(ii)        make
loans or advances or to pay any Indebtedness or other obligation owed to the Parent or any Restricted Subsidiary of the Parent;
or


(iii)      transfer
any of its property or assets to the Parent or any other Restricted Subsidiary of the Parent.


(b)          Section
4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:


(i)        applicable
law, rule, regulation or order;


(ii)       this
Indenture, the Notes and any Note Guarantees;


(iii)      customary
provisions of any contract, lease or license restricting assignments, subservicing, subcontracting or other transfers;


(iv)      any
instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person or the properties or assets of the Person so acquired;


(v)       the
Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with
respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially affect the
Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Company);


(vi)      agreements
existing on the Issue Date, including the Senior Credit Facility, to the extent and in the manner such agreements are in effect
on the Issue Date;


(vii)     restrictions
on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Parent imposed under any agreement governing
Indebtedness incurred in accordance with this Indenture;


(viii)    provisions
in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness,
provide for financial covenants, limitations on affiliate transactions, the transfer of all or substantially all assets, other
fundamental changes or other customary limitations which, in each case as determined in good faith by the Company, are customary
or will not materially affect the ability of the Company to pay the principal, interest and premium on the Notes;



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(ix)      restrictions
on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;


(x)        restrictions
imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such
sale;


(xi)       any
agreement or instrument governing Capital Stock of any Person that is acquired;


(xii)      the
requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity,
Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Parent formed in connection therewith;


(xiii)     customary
provisions in joint venture and other similar agreements relating solely to the assets or the Equity Interests of such joint venture;


(xiv)    customary
provisions in leases, licenses and other agreements entered into in the ordinary course of business;


(xv)     restrictions
on cash or other deposits or net worth imposed by customers or other counterparties of the Parent and its Restricted Subsidiaries
under contracts entered into in the ordinary course of business;


(xvi)    purchase
money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions
on the property purchased or leased of the nature described in clause (iii) of Section 4.08(a);


(xvii)   restrictions
that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property not
otherwise prohibited under this Indenture;


(xviii)  other
Indebtedness, Disqualified Capital Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to
the provisions of Section 4.09; provided that the restrictions will not materially affect the ability of the Company to
pay the principal, interest and premium on the Notes, as determined in good faith by the Company; and


(xix)     any
encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ii) through (iv) and (vi) through
(xviii) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors whose judgment
shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken
as a whole, than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing.



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SECTION
4.09.        Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.


(a)           The
Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”)
any Indebtedness (including, without limitation, Acquired Indebtedness) and the Parent shall not permit any of its Restricted
Subsidiaries to issue any shares of Preferred Stock, in each case other than Permitted Indebtedness.


(b)           Notwithstanding
Section 4.09(a), if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of
the incurrence of any such Indebtedness, the Parent or any of its Restricted Subsidiaries may incur Indebtedness (including, without
limitation, Acquired Indebtedness), and the Parent’s Restricted Subsidiaries may issue Preferred Stock, in each case if
on the date of the incurrence of such Indebtedness or Preferred Stock, after giving effect to the incurrence thereof and the use
of proceeds thereof, the Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries is at least 2.0 to 1.0; provided,
that the aggregate principal amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred and outstanding
at any one time by Restricted Subsidiaries that are not the Company or the Guarantors pursuant to this paragraph together with
any Indebtedness incurred pursuant to clause (16) of the definition of Permitted Indebtedness does not exceed $50 million.


SECTION
4.10.        Asset Sales.


(a)           The
Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than a Required
Asset Sale, unless:


(i)        the
Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal
to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or
Equity Interests issued or sold or otherwise disposed of; and


(ii)       except
in the case of an Asset Swap, at least 75.0% of the consideration received in the Asset Sale by the Parent or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to
be cash:


(A)         any
liabilities, as shown on the Parent’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the
Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Note Guarantee) that are assumed by the transferee of any such assets (or a third party on behalf of such transferee)
pursuant to a customary novation or other agreement that releases the Parent or such Restricted Subsidiary from further liability;


(B)          any
securities, notes or other obligations or assets received by the Parent or any such Restricted Subsidiary from such transferee
that are converted by the Parent or such Restricted Subsidiary into cash within 180 days of the receipt thereof, to the extent
of the cash received in that conversion;


(C)          any
Designated Noncash Consideration received by the Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate
Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is
at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 1.25% of Total Assets, at the time of the receipt
of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured
at the time received and without giving effect to subsequent changes in value); and



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(D)          any
stock or assets of the kind referred to in clauses (iii) and (iv) of Section 4.10(b).


(b)          Within
365 days after the receipt of any Net Proceeds from an Asset Sale, including a Required Asset Sale, the Parent (or the applicable
Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option, in any combination of the following:


(i)        to
prepay or repay Obligations constituting (i) First Priority Obligations (and to correspondingly reduce commitments with respect
thereto) or (ii) in the case of Net Proceeds from any assets not constituting Collateral, Indebtedness secured by a Lien on the
asset or assets that were subject to such Asset Sale or Indebtedness of a Restricted Subsidiary that is not a Guarantor; provided,
however, that Net Proceeds may not be applied to the prepayment or repayment of Non-Recourse Indebtedness, Indebtedness
under Existing Facilities or Permitted Funding Indebtedness, other than Non-Recourse Indebtedness, Indebtedness under Existing
Facilities or Permitted Funding Indebtedness secured by a Lien on the asset or assets that were subject to such Asset Sale;


(ii)       to
prepay or repay Obligations under (i) Second Priority Obligations (and to correspondingly reduce commitments with respect thereto)
through open-market purchases (to the extent such purchases with respect to Notes Obligations are at or above 100% of the principal
amount thereof) or by making an Asset Sale Offer in accordance with the procedures set forth below or (ii) in the case of Net
Proceeds from any assets not constituting Collateral, other unsubordinated Indebtedness of the Company or a Guarantor; provided
that, in each case, to the extent the Company repays any Obligations under this clause (ii) that do not constitute Note Obligations,
the Company will equally and ratably reduce the Note Obligations pursuant to Section 3.07, through open-market purchases (provided
that such purchases are at or above 100% of the principal amount thereof) or make an offer (in accordance with the procedures
set forth below for an Asset Sale Offer) to all Holders to equally and ratably purchase their Notes at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount of Notes so purchased;


(iii)      to
acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect
to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Parent; or


(iv)      to
acquire other assets that are used or useful in a Permitted Business (including, without limitation, Securitization Assets and
assets that consist of Servicing Advances, MSRs, mortgages and other loans, mortgage related securities and derivatives, other
mortgage related receivables, REO Assets, Residual Assets and other similar assets (or any interest in any of the foregoing) that
are used to support or pledged to secured Permitted Funding Indebtedness) or to make capital expenditures;


provided
that, in the case of clauses (iv) and (v) above, a binding commitment shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as the Parent or such Restricted Subsidiary enters into such commitment with
the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment
(an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled
or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.



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(c)           Pending
the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings and/or borrowings under
Permitted Funding Indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.


(d)          Any
Net Proceeds from Asset Sales that are not applied or invested within 365 days (as extended by any Acceptable Commitment) as provided
in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds
$50.0 million, within thirty days thereof, the Company shall make an offer to all Holders
of Notes (with a copy to the Trustee) and, if and to the extent required by the terms of any Indebtedness that is pari passu
with the Notes (“Pari Passu Debt”), to the holders of such Pari Passu Debt containing provisions
similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets
to purchase the maximum principal amount of Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds in
accordance with the procedures set forth in Section 3.09 (an “Asset Sale Offer”); provided
that the Net Proceeds from an Asset Sale of Collateral may not be applied to make an Offer to any Pari Passu Debt that is
not Other Pari Passu Secured Indebtedness. The offer price in any Asset Sale Offer shall be equal to 100.0% of the principal
amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted
value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid
interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company
shall determine the amount of the Notes and such Pari Passu Debt to be purchased on a pro rata basis or as nearly a
pro rata basis as is practicable (subject to the Applicable Procedures) and the Trustee will select the Notes to be purchased
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that if the
Notes are in global form, interest in such global notes will be selected for purchase by DTC in accordance with its Applicable
Procedures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


(e)           The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an
Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions
of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.


SECTION
4.11.        Limitation on Transactions with Affiliates.


(a)           The
Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”),
involving aggregate payment of consideration in excess of $5.0 million other than:


(i)        Affiliate
Transactions permitted pursuant to Section 4.11(c); and


(ii)       Affiliate
Transactions on terms that, in the good faith judgment of the Parent or the applicable Restricted Subsidiary, are no less favorable
than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from
a Person that is not an Affiliate of the Parent or such Subsidiary.



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(b)          All
Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a Fair Market Value in excess of $15.0 million shall be approved by the Board of Directors
of the Parent or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board
of Directors has determined that such transaction complies with the provisions of Section 4.11(a).


(c)           The
restrictions set forth in Sections 4.11 (a) and 4.11(b) shall not apply to:


(i)        any
employment or consulting agreement, employee or director benefit plan, officer or director compensation or indemnification agreement
or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business
or approved in good faith by the Board of Directors of the Parent and payments pursuant thereto and the issuance of Equity Interests
of the Parent (other than Disqualified Capital Stock) to directors, employees and consultants pursuant to stock option or stock
ownership, bonus or benefit plans;


(ii)       transactions
between or among the Parent and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries;


(iii)      transactions
between the Parent or one of its Restricted Subsidiaries and any Person in which the Parent or one of its Restricted Subsidiaries
has made an Investment in the ordinary course of business and such Person is an Affiliate solely because of such Investment;


(iv)      transactions
between the Parent or one of its Restricted Subsidiaries and any Person in which the Parent or one of its Restricted Subsidiaries
holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest;


(v)       any
agreement or arrangement as in effect as of the Issue Date or any amendment or replacement agreement thereto or any transactions
or payments contemplated thereby (including pursuant to any amendment or replacement agreement thereto) so long as any such amendment
or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in
effect on the Issue Date (as determined by the Parent in good faith);


(vi)      an
agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the
Parent or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger;


(vii)     Restricted
Payments or Permitted Investments (other than pursuant to clause (1), (3) or (16) thereunder) permitted by this Indenture;


(viii)    sales
of Qualified Capital Stock by the Parent or any Restricted Subsidiary and capital contributions to the Parent from Affiliates;


(ix)       the
existence of, or the performance by the Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it
is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however,
that the existence of, or the performance by the Parent or any of its Restricted Subsidiaries of obligations under any future
amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted
by this clause (ix) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not disadvantageous
to the Holders of the Notes in any material respect (as determined by the Parent in good faith);



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(x)        transactions
in which the Parent or any Restricted Subsidiary of the Parent, as the case may be, receives an opinion from a nationally recognized
investment banking, appraisal or accounting firm that such Affiliate Transaction is fair, from a financial standpoint, to the
Parent or such Restricted Subsidiary;


(xi)       (A)
the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services
to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture that are fair to the Parent and
its Restricted Subsidiaries (as determined by the Parent in good faith) or are on terms at least as favorable as might reasonably
have been obtained at such time from an unaffiliated party (as determined by the Parent in good faith), and (B) transactions with
customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of assets or services that
are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that
are fair to the Parent and its Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained
at such time from an unaffiliated party (as determined by the Parent in good faith);


(xii)     
Co-Investment Transactions;


(xiii)     payroll,
travel, relocation and similar advances to cover matters that are expected at the time of such advances ultimately to be treated
as expenses for accounting purposes and that are made in the ordinary course of business consistent with industry practice; and


(xiv)     sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Permitted
Securitization Indebtedness or Permitted Funding Indebtedness.


SECTION
4.12.        Limitation on Liens. The Parent and the Company shall not, and shall not cause or permit any Guarantor to, directly
or indirectly, create, incur, assume or permit or suffer to exist any Liens of any kind on the assets of the Company or any Guarantor
securing Indebtedness of the Parent or its Restricted Subsidiaries except for:


(a)              Liens
existing as of the Issue Date to the extent and in the manner such Liens are in effect on the Issue Date;


(b)             Liens
securing Non-Recourse Indebtedness;


(c)              (A)
Liens securing Permitted Funding Indebtedness so long as any such Lien shall encumber only (1) the assets originated, acquired
or funded with the proceeds of such Indebtedness, assets that consist of Servicing Advances, MSRs, loans, mortgages and other
secured loans, mortgage related securities and derivatives, other mortgage related receivables, REO Assets, Residual Assets and
other similar assets (or any interests in any of the foregoing) subject to and pledged to secure such Indebtedness, and (2) any
intangible contract rights and other accounts, documents, records and other assets directly related to the assets set forth in
the preceding clause (1) of this clause (iii)(A) and any proceeds thereof, and (B) Liens in any cash collateral or restricted
accounts securing Permitted Funding Indebtedness;



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(d)             Liens
securing Refinancing Indebtedness that is incurred to Refinance any Indebtedness that has been secured by a Lien permitted under
this Indenture and that has been incurred in accordance with the provisions of this Indenture; provided, however,
that such Liens (A) are, when taken as a whole, not materially less favorable to the Holders than the Liens in respect of the
Indebtedness being Refinanced, and (B) do not extend to or cover any property or assets of the Parent or its Restricted Subsidiaries
not securing the Indebtedness so Refinanced (or property of the same type and value); and


(e)              Permitted
Liens.


SECTION
4.13.        Conduct of Business. The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the Parent and its Restricted Subsidiaries
taken as a whole.


SECTION
4.14.       Offer to Repurchase Upon Change of Control.


(a)          Upon
the occurrence of a Change of Control, each Holder shall have the right to require that the Company purchase all or a portion
of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase
price equal to 101.0% of the principal amount of the Notes purchased, plus accrued and unpaid interest to the date of purchase
(subject to the rights of Holders of Notes on the relevant regular Record Date to receive interest due on the relevant Interest
Payment Date that is on or prior to the applicable date of repurchase).


(b)         Within
30 days following the date upon which a Change of Control occurs, the Company must send, a notice to each Holder, with a copy
to the Trustee, or otherwise in accordance with the procedures of DTC, which notice shall govern the terms of the Change of Control
Offer. Such notice shall state the following information:


(i)        that
a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for payment by the Company;


(ii)       the
purchase price (the “Change of Control Payment”);


(iii)      the
purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed (or, in the case
of Global Notes, delivered), other than as may be required by law (the “Change of Control Payment Date”);


(iv)      that
any Note not tendered or accepted for payment will remain outstanding and continue to accrue interest;


(v)       that
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Payment Date;


(vi)      that
Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase,” which is attached to the form of Note attached as Exhibit
A hereto, on the reverse of the Note completed, to the paying agent at the address specified in the notice (or transfer by
book-entry transfer to the Depositary, as applicable) prior to the close of business on the third Business Day prior to the Change
of Control Payment Date;



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(vii)     that
Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided
that the Paying Agent receives, not later than the close of business on the last day of the offer period, a facsimile transmission
or letter, or otherwise in accordance with the Applicable Procedures of DTC, setting forth the name of the Holder of the Notes,
the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and
its election to have such Notes purchased; and


(viii)    any
other instructions, as determined by the Company, consistent with this Section 4.14, that a Holder must follow.


(c)           The
Company shall not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14
applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (ii) an unconditional notice of redemption as to all outstanding Notes has been given pursuant
to Sections 3.07, unless and until there is a default in payment of the applicable redemption price.


(d)          Notwithstanding
anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control conditioned upon such
Change of Control if at the time of making of the Change of Control Offer a definitive agreement is in place with respect to such
Change of Control.


(e)           The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the
Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section 4.14 by virtue thereof.


(f)           The
Company will have the right to redeem the Notes at 101.0% of the principal amount thereof following the consummation of a Change
of Control if at least 95.0% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control
Offer with respect to such Change of Control.


SECTION
4.15.        Limitation on the Issuance of Guarantees of Indebtedness by Restricted
Subsidiaries. If after the Issue Date any Restricted Subsidiary of the Parent guarantees any Indebtedness of the Company or
any Guarantor of the Notes, then within 30 days of the date on which such Restricted Subsidiary guaranteed such Indebtedness of
the Company or such Guarantor, the Parent shall cause such Restricted Subsidiary to fully and unconditionally guarantee the Notes,
jointly and severally with any other Guarantors, to execute joinders to the Security Documents and supplements to any Intercreditor
Agreements and take all actions required thereunder to perfect the Liens created thereunder, and to execute a supplemental indenture,
the form of which is attached as Exhibit D hereto (together with Opinions of Counsel as to the enforceability of such Note
Guarantee); provided, however, that if the guarantee of such Restricted Subsidiary is provided in respect of Indebtedness
that is expressly subordinated in right of payment to the Notes or any Note Guarantee, then such guarantee of such Restricted
Subsidiary shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee to the same extent such
other Indebtedness is subordinated to the Notes or such other Note Guarantee.



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SECTION
4.16.        Limitation on Sale and Leaseback Transactions. The Parent shall not, and shall not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that the Parent and any Restricted Subsidiary of the Parent
may enter into a sale and leaseback transaction if:


(a)
             the Parent or that Restricted Subsidiary, as applicable, could have (i) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction pursuant to Section 4.09 and (ii) incurred a Lien to secure such Indebtedness
pursuant to Section 4.12;


(b)
            the consideration of that sale and leaseback transaction is at least equal to the Fair Market Value of the property that is the
subject of that sale and leaseback transaction; and


(c)
             the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction
in compliance with Section 4.10.


SECTION
4.17.        Designation of Unrestricted and Restricted Subsidiaries.


(a)             The
Board of Directors of the Parent may designate any Restricted Subsidiary of the Parent (other than the Company) to be an Unrestricted
Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary of the Parent is designated
as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted
Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation
and will reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition
of “Permitted Investments,” as determined by the Parent. That designation will only be permitted if the Investment
would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


(b)            Any
designation of a Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee
a certified copy of a Board Resolution of the Parent giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the preceding conditions and was permitted by Section 4.07. The Board of Directors of the
Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent; provided that
such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted
under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference
period; and (ii) no Default or Event of Default would occur and be continuing following such designation. Any such designation
of an Unrestricted Subsidiary to a Restricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified
copy of a Board Resolution of the Parent giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the preceding conditions and was permitted by Section 4.07 and Section 4.09.



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SECTION
4.18.        Covenant Suspension. During any period of time that the Notes are rated Investment Grade and no Default or Event of
Default has occurred and is then continuing, the Parent and its Restricted Subsidiaries will not be subject to Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.13, 4.15 and 5.01(a)(B) (collectively, the “Suspended Covenants”). In the event that
the Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time (the “Suspension
Period”) as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies, as applicable,
withdraws its ratings or downgrades the ratings assigned to the Notes such that the Notes are not rated Investment Grade (the
“Reversion Date”), then the Parent and its Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenants, it being understood that no actions taken by (or omissions of) the Parent or any of its Restricted Subsidiaries
during the suspension period shall constitute a Default or an Event of Default under the Suspended Covenants. Furthermore, after
the Reversion Date, (a) calculations with respect to Restricted Payments will be made in accordance with the terms of Section
4.07 as though such covenant had been in effect prior to, and throughout the Suspension Period and accordingly, Restricted Payments
made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a), (b)
all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred
or issued pursuant to clause (4) of the definition of Permitted Indebtedness, (c) for purposes of Section 4.08, on the Reversion
Date, any consensual encumbrances or restrictions of the type specified in Section 4.08(a)(i), (ii) or (iii) entered into during
the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted by Section 4.08(b)(vi),
(d) for purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero and (e) for
purposes of Section 4.11, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan,
advance or guaranty with, or for the benefit of, any Affiliate of the Parent entered into during the Suspension Period will be
deemed to have been in effect as of the Issue Date for purposes of Section 4.11(c)(v).


During
a Suspension Period, the Parent may not designate any of its Subsidiaries as Unrestricted Subsidiaries. The Parent will provide
the Trustee with prompt written notice of the commencement of any Suspension Period or Reversion Date.


SECTION
4.19.        Acknowledgement Agreements. The Company shall use commercially reasonable efforts to obtain Acknowledgement Agreements
from Fannie Mae and Freddie Mac promptly after the Issue Date. In the event Barclays Bank PLC resigns as the MSR Collateral Agent
pursuant to the Junior Priority Intercreditor Agreement, the Company shall appoint a new MSR Collateral Agent and seek to obtain
new Acknowledgment Agreements for the benefit of such successor MSR Collateral Agent, including an Acknowledgement Agreement from
Ginnie Mae (even if not previously obtained for Barclays Bank PLC), in each case, as soon as reasonably practicable after such
resignation. The Collateral Trustee and Trustee shall have no responsibility in respect of the appointment of a new MSR Collateral
Agent nor shall they have any liability in respect of the termination of any Liens in MSR Collateral as a result of the resignation
or termination of the MSR Collateral Agent or the failure of the Company to appoint a new MSR Collateral Agent.


SECTION
4.20.        MSR Collateral Financing Statements . Immediately upon receipt of
an Acknowledgement Agreement with respect to the MSR Collateral or any portion thereof, the Company shall file all UCC-1 financing
statements necessary to perfect the Lien and security interest in such MSR Collateral granted pursuant to the Junior Priority
Intercreditor Agreement in a form acceptable to the MSR Collateral Agent and complying with the requirements of such Acknowledgement
Agreement.


SECTION
4.21.        Post-Closing Obligations



(a)           The
Company and the Guarantors shall use commercially reasonable efforts to deliver to the Collateral Trustee, no later than thirty
(30) days following the Issue Date (or such later time as agreed to in writing by the Credit Agreement Agent pursuant to Section
5.13 of the Senior Credit Facility, which the Company shall promptly forward to the Collateral Trustee), to the extent not delivered
on or prior to the Issue Date, the insurance certificates and each of its insurance policies to be endorsed or otherwise amended
to name the Collateral Trustee as additional insured (in the case of liability insurance) or loss payee (in the case of property
insurance), as applicable, to the extent such insurance certificates and insurance policies are endorsed or name the Credit Agreement
Agent as an insured.



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(b)           The
Company and the Guarantors shall deliver to the Credit Agreement Agent, as bailee for the Collateral Trustee, no later than thirty
(30) days following the Issue Date (or such later time as agreed to in writing by the Credit Agreement Agent pursuant to Section
5.13 of the Senior Credit Facility, which the Company shall promptly forward to the Collateral Trustee), to the extent not delivered
on or prior to the Issue Date, the original stock certificate for Liberty Home Equity Solutions, Inc. held by Ocwen Financial
Corporation, and the corresponding stock power.


ARTICLE
5

SUCCESSORS


SECTION
5.01.        Merger, Consolidation or Sale of All or Substantially All Assets.


(a)           The
Parent or the Company may not, in a single transaction or series of related transactions, consolidate or merge with or into any
Person, and the Parent will not sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted
Subsidiary of the Parent to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the properties
and assets of the Parent and its Restricted Subsidiaries, taken as a whole, to any Person unless:


(A)            either:


(1)          the
Parent or the Company shall be the surviving or continuing entity; or


(2)
         the Person (if other than the Parent or the Company) formed by such consolidation or into which the Parent or the Company is
merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and
assets of the Parent and its Restricted Subsidiaries taken as a whole (the “Surviving Entity”):


(i)
           shall be a Person organized and validly existing under the laws of the United States or any State thereof or the District
of Columbia; provided that in the case where the Surviving Entity is not a corporation, a co-obligor of the Notes is a
corporation;


(ii)           shall
expressly assume, by supplemental indenture, executed and delivered to the Trustee and Collateral Trustee, the due and punctual
payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the
Notes, this Indenture and the Security Documents on the part of the Company to be performed or observed; and


(iii)          shall take all actions necessary to cause the Second Priority Liens created by the Security Documents to continue to be duly
perfected to the extent required by such agreement in accordance with all applicable law, including making all filings under the
Uniform Commercial Code or otherwise that are required by applicable law in order for the Collateral Trustee to continue at all
times following such transaction to have a valid, legal and perfected security interest in all the Collateral with the priority
required by the Intercreditor Agreements.



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(B)             immediately
after giving effect to such transaction and the assumption contemplated by clause (A)(2)(ii) of this Section 5.01(a) (including
giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect
of such transaction), the Parent or such Surviving Entity, as the case may be, shall either (a) be able to incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(b), or (b) the Parent and
its Restricted Subsidiaries shall have a pro forma Fixed Charge Coverage Ratio that would not be less than the actual Fixed Charge
Coverage Ratio of the Parent and its Restricted Subsidiaries immediately prior to such transaction;


(C)             immediately
before and immediately after giving effect to such transaction and the assumption contemplated by clause (A)(2)(ii) of this Section
5.01 (a) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to
be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have
occurred or be continuing; and


(D)             the
Company or the Surviving Entity shall have delivered to the Trustee and the Collateral Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply
with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction
have been satisfied and that the supplemental indenture and such other agreements constitute the legal, valid and binding obligation
of the Surviving Entity.


(b)          For
purposes of Section 5.01(a), the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions)
of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Parent, the Capital Stock
of which constitutes all or substantially all of the properties and assets of the Parent and its Restricted Subsidiaries, taken
as a whole, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Parent and its
Restricted Subsidiaries, taken as a whole.


(c)          Notwithstanding
the foregoing, Section 5.01 (a) shall not apply to:


(i)        a
merger of the Parent or the Company with an Affiliate solely for the purpose of reorganizing the Parent or the Company in another
jurisdiction;


(ii)       any
consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among
the Parent and its Restricted Subsidiaries; or


(iii)      any
Required Asset Sale that complies with Section 4.10.


SECTION
5.02.        Surviving Entity Substituted. Upon any consolidation, combination or merger by the Parent or the Company or any transfer
of all or substantially all of the properties or assets of the Parent and its Restricted Subsidiaries, taken as a whole in accordance
with Section 5.01, in which the Parent or the Company, as applicable, is not the continuing entity, the successor Person formed
by such consolidation or into which the Parent or the Company is merged or to which such conveyance, lease or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Parent or the Company, as the case may
be, under this Indenture and the Notes with the same effect as if such Surviving Entity had been named as such.



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ARTICLE
6

DEFAULTS AND REMEDIES


SECTION
6.01.        Events of Default. An “Event of Default” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


(i)         the
failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days;


(ii)       the
failure to pay the principal or premium on any Notes, when such principal becomes due and payable, at maturity, upon redemption
or otherwise;


(iii)      a
default in the observance or performance of any other covenant or agreement contained in this Indenture and such default continues
for a period of 60 days (or, in the case of Section 4.03, 120 days) after the Company receives written notice specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders of at least 25.0% of the then outstanding principal
amount of all Notes issued under this Indenture;


(iv)      the
failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount
of any Indebtedness (other than Non-Recourse Indebtedness) of the Parent or any Restricted Subsidiary of the Parent, or the acceleration
of the final stated maturity of any such Indebtedness due to an event of default thereunder if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal
at final maturity or which has been accelerated, aggregates $75.0 million or more at any time; provided that in connection
with any series of convertible or exchangeable securities (A) any conversion or exchange of such securities by a holder thereof
into shares of Capital Stock, cash or a combination of cash and shares of Capital Stock, (B) the rights of holders of such securities
to convert or exchange into shares of Capital Stock, cash or a combination of cash and shares of Capital Stock and (C) the rights
of holders of such securities to require any repurchase by the Company of such securities in cash shall not, in itself, constitute
an Event of Default under this clause (iv);


(v)       one
or more judgments in an aggregate amount in excess of $75.0 million shall have been rendered against the Parent, the Company or
any of the Parent’s Restricted Subsidiaries that is a Significant Subsidiary and such judgments remain undischarged, unpaid
or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable (other than any judgments
as to which, and only to the extent, a solvent and unaffiliated insurance company has acknowledged coverage of such judgments
in writing);


(vi)      the
Company, the Parent or any Restricted Subsidiary of the Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Parent that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:


(A)         commences
proceedings to be adjudicated bankrupt or insolvent;


(B)          consents
to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under applicable Bankruptcy Law;



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(C)          consents
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially
all of its property;


(D)          makes a general assignment for the benefit of its creditors; or


(E)          generally
is not paying its debts as they become due;


(vii)     a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


(A)         is
for relief against the Company, the Parent or any Restricted Subsidiary of the Parent that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary, in a proceeding
in which the Company, the Parent, any such Restricted Subsidiary or any such group of Restricted Subsidiaries is to be adjudicated
bankrupt or insolvent;


(B)          appoints
a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, the Parent or any Restricted
Subsidiary of the Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together,
would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, the Parent, any such
Restricted Subsidiary or any such group of Restricted Subsidiaries; or


(C)          orders
the liquidation of the Company, the Parent or any Restricted Subsidiary of the Parent that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary;


and
the order or decree remains unstayed and in effect for 60 consecutive days;


(viii)    the
Note Guarantee of the Parent or any Subsidiary Guarantor that is a Significant Subsidiary of the Parent shall for any reason cease
to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant
Subsidiary of the Parent, as the case may be, denies that it has any further liability under its Note Guarantee or gives notice
to such effect, other than by reason of the termination of this Indenture or the release of any such Note Guarantee in accordance
with this Indenture; or


(ix)       so
long as the Security Documents have not been otherwise terminated in accordance with terms of this Indenture or the Security Documents
and the Collateral as a whole has not been released from the Lien of the Security Documents securing the Notes or the Note Guarantees
in accordance with the terms of this Indenture or the Security Documents, with respect to a material portion of the Collateral,
(a) any of the Security Documents ceases to be in full force and effect, (b) any of the Security Documents ceases to give the
Collateral Trustee or the MSR Collateral Agent, as applicable, the Liens purported to be created thereby with the priority required
by the relevant Security Document, in each case for any reason other than the failure of the Collateral Trustee or any Secured
Party to maintain possession of Collateral delivered to it or (c) the Company or any Guarantor denies in writing that it has any
further liability under any Security Document or gives written notice to such effect, in each case, other than in accordance with
the terms of this Indenture or the Security Documents except to the extent that any loss
of perfection of a Lien results from the failure of the Collateral Trustee or the Credit Agreement Agent to maintain possession
of certificates actually delivered to it representing securities pledged under the Security Documents, or otherwise results from
the gross negligence or willful misconduct of the Trustee, the Collateral Trustee or the Credit Agreement Agent; provided,
that if a failure of the sort described in this clause (ix) is susceptible of cure, no Event of Default shall arise under this
clause (ix) with respect thereto until 45 days after notice of such failure shall have been given to the Company by the Trustee
or the Holders of at least 25.0% in principal amount of the then outstanding Notes.



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In
the event of a declaration of acceleration of the Notes because an Event of Default described in clause (iv) of Section 6.01 has
occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the default triggering
such Event of Default pursuant to Section 6.01(iv) shall be remedied or cured by the Parent or the applicable Restricted Subsidiary
of the Parent or waived by the holders of the relevant Indebtedness within thirty days after the declaration of acceleration with
respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest
on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.


SECTION
6.02.        Acceleration.


(a)           If
an Event of Default (other than an Event of Default specified in clause (vi) or (vii) of Section 6.01 with respect to the Parent
or the Company) shall occur and be continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding
Notes issued under this Indenture may declare the principal of, premium, if any, and accrued and unpaid interest on all the Notes
issued under this Indenture to be due and payable by notice in writing to the Parent (and the Trustee if given by the Holders)
specifying the respective Event of Default and that it is a “notice of acceleration,” and the Notes shall become
immediately due and payable.


(b)           If
an Event of Default specified in clause (vi) or (vii) of Section 6.01 with respect to the Parent or the Company occurs and is
continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the then outstanding
Notes issued under this Indenture shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


(c)           At
any time after a declaration of acceleration with respect to the Notes as described in Section 6.02(a) or 6.02(b), the Holders
of a majority in principal amount of all Notes issued under this Indenture may rescind and cancel such declaration and its consequences:


(i)         if
the rescission would not conflict with any judgment or decree;


(ii)        if
all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely
because of the acceleration;


(iii)      to
the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such acceleration, has been paid;


(iv)      if
the Company has paid the Trustee (including its agents and counsel) its reasonable compensation and reimbursed the Trustee for
its expenses, disbursements and advances; and



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(v)       in
the event of the cure or waiver of an Event of Default of the type described in clause (vi) or (vii) of Section 6.01, the Trustee
shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.


No
such rescission shall affect any subsequent Default or impair any right consequent thereto.


SECTION
6.03.        Other Remedies.


(a)           If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


(b)          The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.


SECTION
6.04.        Waiver of Past Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its
consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, interest on any Note
held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided,
subject to Section 6.02, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall affect any subsequent or other Default or impair any right consequent thereto.


SECTION
6.05.        Control by Majority. Subject to all provisions of this Indenture and applicable law, the Holders of a majority in
principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow
any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of
any other Holder of a Note or that would involve the Trustee in personal liability.


SECTION
6.06.        Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual
right of any Holder of a Note to receive payment of principal, premium, if any, interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent
of such Holder.


SECTION
6.07.        Collection Suit by Trustee. If an Event of Default specified in Section 6.01(i) or (ii) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, interest remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.



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SECTION
6.08.        Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.


SECTION
6.09.        Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


SECTION
6.10.        Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


SECTION
6.11.        Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes including any Guarantor), its creditors or its property
and shall be entitled and empowered to participate as members in any official committee of creditors appointed in such matter
and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and
all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


SECTION
6.12.        Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, the Security Documents
or the Intercreditor Agreements or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.06, or a suit by Holders of
more than 10.0% in principal amount of the then outstanding Notes.



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SECTION
6.13.        Trustee May Enforce Claims without Possession of Notes. All rights of action
and claims under this Indenture, any of the Notes, the Security Documents or the Intercreditor Agreements may be prosecuted and
enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, shall be for the ratable benefit of each and every Holder of a Note in respect of which such judgment
has been recovered.


SECTION
6.14.        Limitation on Suits. Subject to Section 6.06, no Holder may pursue any
remedy with respect to this Indenture, any of the Notes, the Security Documents or the Intercreditor Agreements unless:


(a)              such Holder has previously given the Trustee notice that an Event of Default is continuing;


(b)
            Holders of at least 25.0% of the then outstanding principal amount of all Notes issued under this Indenture have requested the
Trustee to pursue the remedy;


(c)
             Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;


(d)
            the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;
and


(e)
             Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with
such request within such 60-day period.


A
Holder of Notes may not use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority
over another Holder.


SECTION
6.15.        Priorities. If the Trustee or any agent collects any money or property
pursuant to this Article 6, it shall pay out the money in the following order:


(a)
            FIRST, to the Trustee, the Collateral Trustee, each Agent, their agents and attorneys for amounts due under this Indenture, any
of the Security Documents or Intercreditor Agreements, including payment of all fees, expenses and liabilities incurred, and all
advances made, by the Trustee or such Agent and the costs and expenses of collection;


(b)
            SECOND, to Holders of the Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and


(c)
             THIRD, to the Company or to such party as a court of competent jurisdiction shall direct including any Guarantor, if applicable.



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The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.15.


ARTICLE
7

TRUSTEE


SECTION
7.01.        Duties of Trustee.


(a)           If
an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has actual knowledge or has
received written notice thereof as provided in Section 7.02(g), the Trustee shall exercise such of the rights and powers vested
in it by this Indenture and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


(b)          Except
during the continuance of an Event of Default:


(i)        the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and


(ii)       in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provision of this Indenture are specifically
required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).


(c)           The
Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or
its own willful misconduct, except that:


(i)        this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


(ii)       the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and


(iii)      the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.


(e)           The
Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture, the Intercreditor Agreements
and the Security Documents at the request or direction of any of the Holders of the Notes unless the Holders have offered to the
Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense.



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(f)           The
Trustee shall not be liable for interest or investment income on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by
law.


(g)          The
Trustee is hereby appointed as the Collateral Trustee hereunder and the Trustee is hereby directed to authorize and appoint the
initial MSR Collateral Agent, as contemplated by this Indenture, the Intercreditor Agreements and Security Documents.


SECTION
7.02.        Rights of Trustee.


(a)          The
Trustee may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon any document believed
by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


(b)
          Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate of the Company or an Opinion
of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


(c)           The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.


(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


(e)           Unless
otherwise specifically provided in this Indenture, the Intercreditor Agreements or the Security Documents, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer of the Company.


(f)            None
of the provisions of this Indenture, the Intercreditor Agreements and the Security Documents shall require the Trustee to expend
or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds
or indemnity satisfactory to it against such risk or liability is not assured to it.


(g)           The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture and states it is a “Notice
of Event of Default.”


(h)          In
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.



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(i)            The
rights, privileges, protections, immunities and benefits given to the Trustee and Collateral Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and Collateral Trustee in each of their
capacities hereunder, and each agent, custodian and other Person employed to act hereunder.


(j)            [Reserved].



(k)           The
Trustee may request that the Company and any Guarantor deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers (with specimen signatures) authorized at such times to take specific actions pursuant to this Indenture,
which Officers’ Certificate may be signed by any person specified as so authorized in any such certificate previously delivered
and not superseded.


(l)            The
permissive rights of the Trustee to take certain actions under this Indenture, the Intercreditor Agreements and the Security Documents
shall not be construed as a duty.


(m)         
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


(n)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it in compliance
with such request or direction.


(o)          The
Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders
of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for
any remedy available to the Trustee or the exercising of any power conferred by this Indenture.


(p)          Any
action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or
consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall
be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place
thereof.


SECTION
7.03.        Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were
not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the Trust Indenture Act,
it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Section 7.10 and 7.11.


SECTION
7.04.        Trustee’s Disclaimer. Neither the Trustee nor the Collateral Trustee shall be responsible for and makes no representation
as to the existence, genuineness, value or protection of or insurance with respect to any Collateral, for the legality, effectiveness
or sufficiency of any Security Document, for any act or omission of the Credit Agreement Agent or MSR Collateral Agent, or for
the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes and Notes Obligations. Neither the
Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents
or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or
security interest in the Collateral. Neither the Trustee nor the Collateral Trustee shall be liable or responsible for the failure
of the Company to effect or maintain insurance on the Collateral as provided in this Indenture or any Security Document nor shall
either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any
insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the
Trustee, the Collateral Trustee, or any other person. By their acceptance of the Notes, the Holders will be deemed to have approved
the terms of, and to have authorized the Trustee or the Collateral Trustee, as applicable to enter into and to perform the Intercreditor
Agreements and each of the Security Documents. Neither the Trustee nor the Collateral Trustee shall be responsible for the existence,
genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession in the case of
the Collateral Trustee), for the legality, effectiveness, enforceability or sufficiency of any Security Document, or for the creation,
perfection, priority, sufficiency or protection of any Second Priority Lien. Neither the Trustee nor Collateral Trustee shall
have any obligation to take any action with respect to any Collateral in a foreign non-U.S. jurisdiction.



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Neither
the Trustee nor the Collateral Trustee shall be responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Notes, the Intercreditor Agreements and the Security Documents, it shall not be accountable for the Company’s
use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision
of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than
the Trustee or the Collateral Trustee, and it shall not be responsible for any statement or recital herein or any statement in
the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication. Neither the Trustee nor the Collateral Trustee shall be obligated to monitor or confirm, on a continuing basis
or otherwise, the Company’s, any Guarantor’s or any other Person’s compliance with the covenants described herein
or with respect to any reports or other documents filed under the Indenture or Security Documents.


SECTION
7.05.        Notice of Defaults. If an Event of Default occurs and is continuing and if it is actually known to the Responsible
Officer of the Trustee, the Trustee shall send to Holders of Notes a notice of the Event of Default within 90 days after it obtains
actual knowledge thereof. Except in the case of an Event of Default relating to the payment of principal, premium, if any, or
interest, if any, on any Note, the Trustee may withhold from the Holders notice of any continuing Event of Default if and so long
as a Responsible Officer in good faith determines that withholding the notice is in the interests of the Holders of the Notes.
The Trustee shall not be deemed to know of any Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is such an Event of Default is received by the Trustee at the Corporate Trust
Office of the Trustee, references the Notes, references this Indenture and indicates it is a “Notice of Event of Default.”


SECTION
7.06.        Compensation and Indemnity. The Company shall pay to the Trustee and the Collateral Trustee from time to time such
compensation for their acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to
time. The Trustee’s and the Collateral Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee and the Collateral Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable fees, disbursements and reasonable expenses of the Trustee’s and the Collateral Trustee’s
agents and counsel.


The
Company and any Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Trustee for, and hold the Trustee
and the Collateral Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’
fees and expenses) incurred by them in connection with the acceptance or administration of this trust and the performance of its
duties hereunder (including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including
this Section 7.07), the Intercreditor Agreements and the Security Documents or defending themselves against any claim whether
asserted by any Holder, the Company or any Guarantor, or liability in connection with the acceptance, exercise or performance
of any of their powers or duties hereunder under the Security Documents or the Intercreditor Agreements). The Trustee (or the
Collateral Trustee, as the case may be) shall notify the Company promptly of any third-party claim for which it may seek indemnity.
Failure by the Trustee (or the Collateral Trustee, as the case may be) to so notify the Company shall not relieve the Company
of its obligations hereunder. The Company shall defend the claim and the Trustee (or the Collateral Trustee, as the case may be)
may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the Trustee or the Collateral Trustee through the Trustee’s
or the Collateral Trustee’s, as applicable, own willful misconduct or gross negligence (as determined by a court of competent
jurisdiction in a final and non-appealable order).



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Notwithstanding
the provisions of Section 4.12, to secure the payment obligations of the Company and any Guarantors in this Section 7.07, the
Trustee and Collateral Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee
from the Company or any Guarantor, except that held in trust to pay principal and interest on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture.


When
the Trustee (or the Collateral Trustee, as the case may be) incurs expenses or renders services after an Event of Default specified
in Section 6.01(vi) or (vii) occurs, the expenses and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, payment of
the Notes Obligations in full or the earlier resignation or removal of the Trustee or Collateral Trustee.


SECTION
7.07.        Replacement of Trustee. A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in
this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying
the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying
the Trustee and the Company in writing not less than 30 days prior to the effective date of such removal. The Company may remove
the Trustee if:


(a)
            the Trustee fails to comply with Section 7.10 or Section
310 (b) of the Trust Indenture Act;


(c)
             the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


(d)
            a custodian or public officer takes charge of the Trustee or its property; or


(e)
             the Trustee becomes incapable of acting.


If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.



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If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee
(at the Company’s expense), the Company or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a successor Trustee.


If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit
of the retiring Trustee. A successor Trustee may also act as a successor Collateral Trustee.


SECTION
7.08.        Successor Trustee by Merger, etc. If the Collateral Trustee or Trustee consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without
any further act shall be the successor Collateral Trustee or Trustee.


SECTION
7.09.       Eligibility; Disqualification. There shall at all times be a Trustee hereunder
that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that
is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. The Trustee is subject to Trust Indenture Act Section 310(b).


ARTICLE
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


SECTION
8.01.        Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at its option and at any time, elect to
have either Section 8.02 or Section 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below
in this Article 8.


SECTION
8.02.        Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 of the option applicable to this
Section 8.02, the Company and any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be
deemed to have been discharged from their obligations with respect to all outstanding Notes and any Note Guarantees on the date
the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture
including that of any Guarantors (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
the same (in form satisfactory to the Trustee)), except for the following provisions which shall survive until otherwise terminated
or discharged hereunder:



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(a)              the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when
such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04;


(b)              the Company’s
obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost
or stolen Notes and the maintenance of an office or agency for payments under Article 2 and money for security payments held
in trust;


(c)              the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Collateral Trustee and
the Company’s and the Guarantors’ obligations in connection therewith; and


(d)             this Section 8.02.


Subject
to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03.


SECTION
8.03.        Covenant Defeasance. Upon the Company’s exercise under Section 8.01 of the option applicable to this Section
8.03, the Company and any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released
from their obligations under the covenants contained in Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16 and 4.17 and Section 5.01(a) with respect to the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and such Notes and any Note Guarantees shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth
in Section 8.04, Sections 6.01(iii) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(iv),
6.01(v), 6.01(vi) (solely with respect to the Company’s Restricted Subsidiaries that are not Significant Subsidiaries),
6.01(vii) (solely with respect to the Company’s Restricted Subsidiaries that are not Significant Subsidiaries) and 6.01
(viii) shall not constitute Events of Default.


SECTION
8.04.         Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section
8.02 or Section 8.03 to the outstanding Notes:


In
order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:


(a)               the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in Dollars, non-callable U.S.
government obligations, or a combination thereof, in such amounts as will be sufficient without consideration of reinvestment,
in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and
interest, on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and any
other amounts owing under this Indenture (in the case of an optional redemption date prior to electing to exercise either Legal
Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding
Notes on such redemption date);



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(b)              in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions:


(i)           
the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


(ii)           since
the date of this Indenture, there has been a change in the applicable federal income tax law,


in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions
and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal Defeasance had not occurred;


(c)              in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


(d)              no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other
Indebtedness) (and the incurrence of Liens associated with any such borrowings));


(e)              such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged
or replaced) to which the Parent or any of its Restricted Subsidiaries is a party or by which the Parent or any of its Restricted
Subsidiaries is bound;


(f)               the
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others; and


(g)              the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.



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Notwithstanding
the foregoing, the Opinion of Counsel required by clause (b) of this Section 8.04 with respect to a Legal Defeasance need not
be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will
become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.


SECTION
8.05.         Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section
8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company or any Guarantor acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium,
if any, and interest, but such money need not be segregated from other funds except to the extent required by law.


The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government
Securities deposited pursuant to Section 8.04 or the principal, and interest, received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time, upon the
written request of the Company, any money or Government Securities held by it as provided in Section 8.04 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


SECTION
8.06.         Repayment to Company. Subject to any abandoned property law, any money deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the principal of, premium, if any, and interest on any Note and remaining
unclaimed for two years after such principal, and premium, if any, and interest has become due and payable shall be paid to the
Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.


SECTION
8.07.         Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities
in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be;
provided that, if the Company makes any payment of principal of, premium, if any, and interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.



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ARTICLE
9

AMENDMENT, SUPPLEMENT AND WAIVER


SECTION
9.01.         Without Consent of Holders of Notes. Notwithstanding Section
9.02, the Company, any Guarantor, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the
Security Documents or the Intercreditor Agreements without the consent of any Holder to:


(a)
             cure any mistakes, ambiguities, defects or inconsistencies;


(b)
             provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture
relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any
Holder;


(c)               provide for the assumption of the Parent’s or the Company’s obligations to the Holders of the Notes by a successor
to the Parent or the Company, as the case may be, pursuant to Article 5; or provide for the assumption of a Subsidiary Guarantor’s
obligations to the Holders of the Notes by a successor to such Subsidiary Guarantor pursuant to Section 10.06;


(d)               make any change that would provide any additional rights or benefits to the Holders of the Notes (including to expand the Collateral
securing the Notes or the Note Guarantees) or that does not materially adversely affect the legal rights under this Indenture
of any Holder of the Notes (as evidenced by an Officers’ Certificate) or to add covenants for the benefit of the Holders
or to surrender any right or power conferred upon the Company or any Guarantor;


(e)               [reserved];


(f)               provide for the issuance of Additional Notes issued after the Issue Date in accordance with the limitations set forth in this
Indenture;


(g)              allow any new Guarantor to execute a supplemental indenture and/or a Note Guarantee and joinders to Security Documents and Intercreditor
Agreements with respect to the Notes or to effect the release of any Guarantor from any of its obligations under its Note Guarantee
or this Indenture (to the extent permitted by this Indenture);


(h)              secure the Notes;


(i)               provide for the issuance of exchange Notes or private exchange notes;


(j)                conform the text of this Indenture, the Note Guarantees, the Notes, the Security Documents and the Intercreditor Agreements to
any provision of the “Description of New Second Lien Notes” section of the Offering Memorandum to the extent that
such provision in such “Description of New Second Lien Notes” section was intended to conform to a provision of this
Indenture, the Note Guarantees, the Notes, the Security Documents and the Intercreditor Agreements (as evidenced in an Officers’
Certificate);


(k)              evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Collateral
Trustee thereunder pursuant to the requirements thereof or a successor MSR Collateral Agent pursuant to the provisions of the
Junior Priority Intercreditor Agreement;


(l)               provide
for the accession or succession of any parties to the Intercreditor Agreements or the Security Documents (and other amendments
that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing,
restructuring, replacement, supplementing or other modification from time to time of the Senior Credit Facility, the Notes or
Other Pari Passu Secured Indebtedness or any other agreement or action that is not prohibited by this Indenture;



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(m)             provide
for the release of Collateral in accordance with the terms of this Indenture, the Intercreditor Agreements and the Security Documents;
and


(n)              make
any change to any provision of this Indenture, the Note Guarantees, the Notes, the Security Documents and the Intercreditor Agreements
in order to obtain any Acknowledgment Agreement of the relevant Specified Government Entities under any Servicing Agreements.


Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment
or supplement, and upon receipt by the Trustee and/or the Collateral Trustee of the documents described in Section 9.06, the Trustee
and/or the Collateral Trustee shall join with the Company and any Guarantors in the execution of any amendment or supplement authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee and/or the Collateral Trustee shall not be obligated to enter into such amended or supplemental indenture
that affects its own rights, duties or immunities under this Indenture or otherwise.


SECTION
9.02.         With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company, any
Guarantors, the Trustee and Collateral Trustee may amend or supplement this Indenture, the Security Agreements, Intercreditor
Agreements, the Notes and any Note Guarantees with the consent of the Holders of at least a majority in principal amount of the
Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and
6.06, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium,
if any, and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Security Documents, Intercreditor Agreements, the Notes or any Note Guarantees may be
waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for,
or purchase of, the Notes), except that, without the consent of each Holder affected thereby, no amendment under this Section
9.02 may:


(a)              reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver;


(b)              reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest once
due, on any Notes;


(c)
             reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which
any Notes may be subject to redemption or reduce the redemption price therefor (other than the provisions relating to Sections
4.10 and 4.14 prior to the time that any obligation to repurchase has arisen under such Sections);


(d)              make any Notes payable in money other than that stated in the Notes;


(e)              make any change in the contracted right of each Holder to receive payment of principal of and interest on such Note on or after
the due date thereof or to bring suit to enforce such payment; 



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(f)               waive a Default or Event of Default in the payment of principal of, or interest or premium on the Notes (except a rescission of
acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the
payment default that resulted from such acceleration);


(g)              after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the
obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of
the provisions or definitions with respect thereto;


(h)              modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes in a manner which
adversely affects the Holders;


(i)
              release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the
terms of this Indenture; or


(j)               make
any change in the preceding amendment and waiver provisions.


In
addition, no amendment to the Security Documents or the Intercreditor Agreements without
the consent of the Holders of sixty-six and two-thirds percent (662/3%) in aggregate principal amount
of the Notes then outstanding (voting as a single class), may release all or substantially all of the Collateral other than in
accordance with this Indenture, the Intercreditor Agreements and the Security Documents.


Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment
or supplement, and upon the filing with the Trustee of evidence satisfactory to the Trustee and/or Collateral Trustee of the consent
of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or Collateral Trustee of the documents described in
Section 9.06, the Trustee and/or the Collateral Trustee shall join with the Company and any Guarantors, if applicable, in the
execution of such amendment or supplement unless such amendment or supplement directly affects the Trustee’s and/or Collateral
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and/or Collateral
Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement.


It
shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.


After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to deliver such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture
or waiver.


SECTION
9.03.         [Reserved].


SECTION
9.04.         Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by
a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder.



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The
Company may, but shall not be obligated to, fix a record date for the purposes of determining the Holders entitled to consent
to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons
who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent
of the requisite number of Holders has been obtained.


SECTION
9.05.         Notation on or Exchange of Notes. The Company may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.


Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or
waiver.


SECTION
9.06.         Trustee or Collateral Trustee to Sign Amendments, etc. The Trustee and the Collateral Trustee, as the case
may be, shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does
not adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be. In
executing any amendment, supplement or waiver to this Indenture, the Notes, the Security Documents or the Intercreditor Agreements,
the Trustee and the Collateral Trustee, as the case may be, shall receive and (subject to Section 7.01) shall be fully protected
in relying upon, in addition to the documents required by Section 13.04, an Officers’ Certificate of the Company and an
Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture
and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Company and any Guarantors party
thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions
hereof. Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee and the Collateral Trustee (other
than as required in accordance with Section 4.15) to execute any supplemental indenture substantially in the form of Exhibit
D and any related Security Document supplement or joinder or related Intercreditor Agreement supplement or joinder adding
a new Guarantor under this Indenture if such supplemental indenture and any related Security Document supplement or joinder or
related Intercreditor Agreement supplement or joinder is entered into pursuant to Section 9.01, and the Trustee and the Collateral
Trustee shall be fully protected in conclusively relying upon an Officer’s Certificate stating that the execution of such
supplemental indenture is authorized or permitted by Section 9.01 of this Indenture.


ARTICLE
10

NOTE GUARANTEES


SECTION
10.01.       Note Guarantee. Subject to this Article 10, each of the Guarantors party to this Indenture
and each of the Guarantors that joins this Indenture pursuant to Section 4.15 or otherwise hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Trustee and
their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations
of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of
and accrued and unpaid interest on the Notes, if lawful, and all other obligations of the Company to the Holders, the Trustee
or the Collateral Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms
hereof and thereof, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees
that this is a guarantee of payment and not a guarantee of collection.



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The
Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each
Guarantor hereby waives (to the extent it may lawfully do so) diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged except
by full payment or complete performance of the obligations contained in the Notes and this Indenture.


Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred
by the Trustee or any Holder in enforcing any rights under this Section 10.01.


If
any Holder, the Trustee or the Collateral Trustee is required by any court or otherwise to return to the Company, the Guarantors
or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any
amount paid either to the Trustee, Collateral Trustee or such Holder, each Note Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.


Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of each Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of each
Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Trustee and Holders under the Note Guarantees.


Each
Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the
Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance
of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or
otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is
rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.



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In
case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


The
Note Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall rank equally
in right of payment with all existing and future unsubordinated indebtedness of such Guarantor, if any.


Each
payment to be made by a Guarantor in respect of its Note Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.


SECTION
10.02.       Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law or fraudulent conveyance laws to the extent applicable to any Note Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor
shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under, applicable law. Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon
payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal
to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors
at the time of such payment determined in accordance with GAAP.


SECTION
10.03.      Execution and Delivery. To evidence its Note Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a supplemental indenture attached hereto as Exhibit D or its signature to this Indenture
shall be executed on behalf of such Guarantor by an Officer of such Guarantor.


Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Note Guarantee on the Notes.


If
an Officer whose signature is on a supplemental indenture attached hereto as Exhibit D no longer holds that office at the
time the Trustee authenticates the Note, such Note Guarantee shall be valid nevertheless.


The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors.


If
required by Section 4.15, the Company shall cause any newly created or acquired Subsidiary to comply with the provisions of Section
4.15 and this Article 10, to the extent applicable.


SECTION
10.04.      Subrogation. Each Guarantor shall be subrogated to all rights of Holders of Notes
against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that,
if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising
out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or
the Notes shall have been paid in full.



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SECTION
10.05.      Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by
it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.


SECTION
10.06.      Merge, Consolidation or Sale of All or Substantially All Assets. A Subsidiary
Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Guarantor,
unless:


(a)
              except in the case of a merger entered into solely for the purpose of reincorporating a Subsidiary Guarantor in another jurisdiction,
immediately after giving effect to that transaction, no Default or Event of Default shall have occurred and be continuing;


(b)
              either:


    (i)
      the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation
or merger (if not the Subsidiary Guarantor) assumes all the obligations of that Subsidiary Guarantor under this Indenture and
its Note Guarantee pursuant to a supplemental indenture and the Security Documents; or


   (ii)
      such sale or other disposition or consolidation or merger in compliance with Section 4.10; and


(c)
              the Company shall have delivered to the Trustee and the Collateral Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such sale, disposition, consolidation or merger and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture will comply with the applicable provisions of this Indenture and that all conditions
precedent in this Indenture relating to such transaction have been satisfied and that the supplemental indenture and such other
agreements constitute the legal, valid and binding obligation of the surviving entity.


SECTION
10.07.      Release of Note Guarantees. A Note Guarantee of a Subsidiary Guarantor shall
be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee
is required for the release of such Guarantor’s Note Guarantee (other than delivery of the Officers’ Certificate referred
to in this Section 10.07), in the following circumstances:


(a)               in
connection with any sale, transfer or other disposition of all or substantially all of the assets of that Subsidiary Guarantor
(including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction)
the Parent or a Restricted Subsidiary of the Parent, if the sale or other disposition complies with Section 4.10;


(b)               in
connection with any sale, transfer or other disposition of all of the Capital Stock of that Subsidiary Guarantor (including by
way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent
or a Restricted Subsidiary of the Parent, if the sale or other disposition does not violate Section 4.10;


(c)               if
the Parent designates any Restricted Subsidiary of the Parent that is a Guarantor to be an Unrestricted Subsidiary in accordance
with Section 4.17;



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(d)               if
such Subsidiary Guarantor is released from its guarantee which caused such Restricted Subsidiary to become a Guarantor pursuant
to Section 4.15 (except if such release is pursuant to, or as a result of, a complete payment under such guarantee); or


(e)               upon
Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture by the Company pursuant to Article 12.


In
connection with any such release, the Company shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming
the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction
have been complied with.


Upon
any release of a Subsidiary Guarantor from its Note Guarantee, such Subsidiary Guarantor will also be automatically and unconditionally
released from its obligations under the Security Documents and the Intercreditor Agreements.


ARTICLE
11

SECURITY


SECTION
11.01.       Collateral and Security Documents. 


The
Notes Obligations shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the
Notes Obligations, subject to the terms of the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor Agreement,
if any. Each Holder, by accepting a Note, consents and agrees to the terms of and otherwise be bound by the Security Documents
(including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Junior Priority Intercreditor
Agreement and the Equal Priority Intercreditor Agreement, if any, as the same may be in effect or may be amended from time to
time in accordance with their terms and this Indenture, the Junior Priority Intercreditor Agreement and the Equal Priority Intercreditor
Agreement, if any, and authorizes and directs the Collateral Trustee to enter into the Security Documents and the Junior Priority
Intercreditor Agreement and the Equal Priority Intercreditor Agreement, if any, and to perform its obligations and exercise its
rights thereunder in accordance therewith. The Company and the Guarantors will, to the extent required under the Security Documents
and subject to the limitations therein, do or cause to be done all things (including the filing of UCC financing statements, continuation
statements and amendments thereto) which are necessary to confirm that the Collateral Trustee holds a Lien in the Collateral and
the MSR Collateral Agent holds a Lien in the MSR Collateral (subject to the provisions of the Junior Priority Intercreditor Agreement),
including property that becomes Collateral after the Issue Date.


SECTION
11.02.       Release of Collateral.


(a)            The
Liens on the Collateral under the Security Documents securing the Obligations under the Notes and the Note Guarantees, as applicable,
will be released, subject to this Section 11.02:


(i)          in
whole, upon payment in full of the principal of, accrued and unpaid interest, and premium, if any, on the Notes;


(ii)         in
whole, upon satisfaction and discharge of this Indenture in accordance with Article XII;



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(iii)      in
whole, upon a legal defeasance or a covenant defeasance as set forth under Article 8;


(iv)      as
to any asset constituting Collateral (A) that is sold or otherwise disposed of by any Grantor (to a person that is not a Grantor)
in a transaction permitted by Section 4.10 (to the extent of the interest sold or disposed of and other than any sale or disposition
among the Company and any Guarantor) or otherwise permitted by this Indenture, if all other Liens on that asset securing the Credit
Facility Obligations and any Other Pari Passu Secured Indebtedness then secured by that asset (including all commitments thereunder)
are released; or (B) that is otherwise released in accordance with, and as expressly provided for in accordance with the Intercreditor
Agreements (it being understood that the Liens on the Collateral with respect to the Notes and the Note Guarantees will be released
to the extent the corresponding First Priority Liens securing all First Priority Obligations are released);


(v)       as
set forth under Section 9.02, as to property that constitutes less than all or substantially
all of the Collateral, with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding,
voting as one class (or, in the case of a release of all or substantially all of the Collateral, with the consent of the Holders
of at least sixty-six and two-thirds percent (662/3%) in aggregate principal amount of the Notes then outstanding,
voting as one class), including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes;


(vi)      with
respect to assets of a Guarantor upon release of such Guarantor from its Note Guarantee as set forth under Article 10; and


(vii)     in
whole or in part in accordance with the Intercreditor Agreements.


Upon
compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the
Trustee or the Collateral Trustee shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case
may be, the released Collateral. Prior to each proposed release, the Company and each Guarantor will furnish to the Trustee and
the Collateral Trustee all documents required by this Indenture and the Security Documents. In executing or authorizing any release,
the Trustee and/or Collateral Trustee may conclusively rely upon an Officer’s Certificate and Opinion of Counsel stating
that all conditions precedent under the Indenture, Security Documents and Intercreditor Agreements have been complied with.




SECTION
11.03.       Authorization of Receipt of Funds by the Collateral Trustee Under the Security Documents.


Subject
to the provisions of the Intercreditor Agreements, the Collateral Trustee is authorized to receive any funds for the benefit of
the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according
to the provisions of this Indenture and the Security Documents. Such funds shall be held on deposit by the Collateral Trustee
without investment, and the Collateral Trustee shall have no liability for interest or other compensation thereon.


SECTION
11.04.       Powers Exercisable by Receiver or Collateral Trustee.


In
case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article
11 upon the Company or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by
such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument
of the Company or such Guarantor or of any officer or officers thereof required by the provisions of this Article 11; and if the
Collateral shall be in the possession of the Collateral Trustee under any provision of this Indenture, then such powers may be
exercised by the Collateral Trustee.



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SECTION
11.05.       Appointment and Authorization of Collateral Trustee.


(a)            The
Trustee and each of the Holders by acceptance of the Notes hereby designates and appoints the Collateral Trustee as its agent
under this Indenture, the Security Documents and the Intercreditor Agreements and the Trustee and each of the Holders by acceptance
of the Notes hereby irrevocably authorizes the Collateral Trustee to enter into the Security Documents and the Intercreditor Agreements
and to take such action on its behalf under the provisions of this Indenture, the Security Documents and the Intercreditor Agreements
and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of this
Indenture, the Security Documents and the Intercreditor Agreements, together with such powers as are reasonably incidental thereto.
The Collateral Trustee agrees to act as such and agrees to act pursuant to the instructions of the Holders and the Trustee with
respect to the Security Documents and the Collateral on the express conditions contained in this Section 11.05. The provisions
of this Section 11.05 are solely for the benefit of the Collateral Trustee and none of the Trustee, any of the Holders
nor the Company or any of the Guarantors shall have any rights as a third party beneficiary of any of the provisions contained
herein other than as expressly provided in Section 11.02. Notwithstanding any provision to the contrary contained elsewhere
in this Indenture, the Security Documents and the Intercreditor Agreements, the Collateral Trustee shall not have any duties or
responsibilities, except those expressly set forth herein, in the Intercreditor Agreements or the Security Documents to which
it is a party, nor shall the Collateral Trustee have or be deemed to have any fiduciary relationship with the Trustee, any Holder,
the Company or any Subsidiary of the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Indenture, the Security Documents and the Intercreditor Agreements or otherwise exist against the Collateral
Trustee. The grant of permissive rights or powers to the Collateral Trustee shall not be construed to impose duties to act. The
obligations of the Collateral Trustee with respect to the Collateral shall be governed exclusively by the express terms of this
Indenture, the Security Documents and the Intercreditor Agreements and not by the UCC except to the extent required by applicable
law. Neither duties of, nor any adverse consequence to, a secured party under the UCC shall be read into this Indenture or the
Security Documents and the Intercreditor Agreements as obligations against the Collateral Trustee to the extent such obligations
are not reflected in the express terms of this Indenture, the Security Documents or the Intercreditor Agreements. Without limiting
the generality of the foregoing sentence, the use of the term “trustee” in this Indenture with reference to the Collateral
Trustee is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. Except as expressly otherwise provided in this Indenture, the Collateral
Trustee shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary
rights or taking or refraining from taking any actions which the Collateral Trustee is expressly entitled to take or assert under
this Indenture, the Security Documents and the Intercreditor Agreements, including the exercise of remedies pursuant to Article
6, and any action so taken or not taken shall be deemed consented to by the Trustee and the Holders; provided that it is understood
that in all cases the Collateral Trustee shall be fully protected in refraining from taking any such action until it shall be
directed by the majority of Holders of the aggregate principal amount of Notes then outstanding as provided herein.


(b)           The
Collateral Trustee may execute any of its duties under this Indenture, the Security Documents or the Intercreditor Agreements
by or through agents, employees, attorneys-in-fact or through its related Persons and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. The Collateral Trustee shall not be responsible for the negligence or misconduct of any
agent, employee, attorney-in-fact or related Person that it selects as long as such selection was made without gross negligence
or willful misconduct.



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(c)            None
of the Collateral Trustee, nor any of its respective related Persons shall (i) be liable for any action taken, suffered or omitted
to be taken by any of them in good faith and reasonably believed by them to be authorized or within the discretion or rights of
powers under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence
or willful misconduct) or under or in connection with any Security Document or Intercreditor Agreements or the transactions contemplated
thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee
or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Company or any Guarantor,
officer or related Person thereof, contained in this Indenture or any of the Security Documents or the Intercreditor Agreements,
or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Trustee
under or in connection with, this Indenture or any of the Security Documents or the Intercreditor Agreements, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the Security Documents or the Intercreditor
Agreements, or for any failure of the Company, any Guarantor or any other party to this Indenture, the Security Documents or the
Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral Trustee or any of its related
Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Indenture or any of the Security Documents or the Intercreditor
Agreements or to inspect the properties, books, or records of the Company or any Guarantor.


(d)            The
Collateral Trustee shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation
believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including, without limitation, counsel to the Company or any Guarantor), independent accountants
and other experts and advisors selected by the Collateral Trustee. The Collateral Trustee shall be fully justified in failing
or refusing to take any action under this Indenture or any of the Security Documents or the Intercreditor Agreements unless it
shall first receive such direction from the Holders of a majority of the aggregate principal amount of Notes then outstanding
as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and
all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral
Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or any of the Security
Documents or the Intercreditor Agreements in accordance with a request or consent of the Trustee and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of the Holders.


(e)            The
Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
the Collateral Trustee shall have received written notice from the Trustee or the Company or a Guarantor referring to this Indenture,
describing such Default or Event of Default and stating that such notice is a “notice of default.” The Collateral
Trustee shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance
with Article 6 (subject to this Section 11.05); provided, however, that unless and until the Collateral Trustee
has received any such request, the Collateral Trustee may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem advisable.



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(f)            Wilmington
Trust, National Association and its Affiliates (and any successor Collateral Trustee and its affiliates) may make loans to, issue
letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting, or other business with the Company or any Guarantor and its Affiliates as though it was
not the Collateral Trustee hereunder and without notice to or consent of the Trustee. The Trustee and the Holders acknowledge
that, pursuant to such activities, Wilmington Trust, National Association or its Affiliates (and any successor Collateral Trustee
and its affiliates) may receive information regarding the Company or any Guarantor or its Affiliates (including information that
may be subject to confidentiality obligations in favor of the Company, such Guarantor or such Affiliate) and acknowledge that
the Collateral Trustee shall not be under any obligation to provide such information to the Trustee or the Holders. Nothing herein
shall impose or imply any obligation on the part of Wilmington Trust, National Association (or any successor Collateral Trustee)
to advance funds.


(g)           The
Collateral Trustee may resign at any time upon thirty (30) days’ prior written notice to the Trustee and the Company and
the Guarantors, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Trustee.
If the Collateral Trustee resigns under this Indenture, the Company or the Holders of at least 25% of the aggregate principal
amount of Notes then outstanding, shall appoint a successor Collateral Trustee. If no successor Collateral Trustee is appointed
prior to the intended effective date of the resignation of the Collateral Trustee (as stated in the notice of resignation), the
Collateral Trustee may appoint, subject to the consent of the Company (which shall not be unreasonably withheld and which shall
not be required during a continuing Event of Default), a successor Collateral Trustee. If no successor Collateral Trustee is appointed
and consented to by the Company pursuant to the preceding sentence within thirty (30) days after the intended effective date of
resignation (as stated in the notice of resignation) the Collateral Trustee shall be entitled to petition a court of competent
jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor
Collateral Trustee shall succeed to all the rights, powers and duties of the retiring Collateral Trustee, and the term “Collateral
Trustee” shall mean such successor Collateral Trustee, and the retiring Collateral Trustee’s appointment, powers and
duties as the Collateral Trustee shall be terminated. After the retiring Collateral Trustee’s resignation hereunder, the
provisions of this Section 11.05 (and Section 11.06) shall continue to inure to its benefit and the retiring Collateral
Trustee shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to
be taken by it while it was the Collateral Trustee under this Indenture. The Trustee shall initially act as Collateral Trustee
and shall be authorized to appoint co-Collateral Trustees as necessary in its sole discretion. Except as otherwise explicitly
provided herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Trustee nor any of its respective
officers, directors, employees or agents or other related Persons shall be liable for failure to demand, collect or realize upon
any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
The Collateral Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers,
and neither the Collateral Trustee nor any of its officers, directors, employees or agents shall be responsible for any act or
failure to act hereunder, except for its own willful misconduct or gross negligence.



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(h)           The
Trustee agrees that the Collateral Trustee shall not be obliged to, and the Trustee shall not be obligated to instruct the Collateral
Trustee to, unless specifically requested to do so by a majority of the aggregate principal amount of the Notes then outstanding,
take or cause to be taken any action to enforce rights under this Indenture, the Notes or any of the Security Documents or the
Intercreditor Agreement, or against the Company or any Guarantor, including the commencement of any legal or equitable proceedings,
to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. The Collateral Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in accordance with the direction from the Trustee or the
Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Trustee shall request direction
from the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any
action, the Collateral Trustee shall be entitled to refrain from such action unless and until the Collateral Trustee shall have
received direction from the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and
security or indemnity satisfactory to the Collateral Trustee, and the Collateral Trustee shall not incur liability to any Person
by reason of so refraining. The Company and the Guarantors recognize and agree that the interest in the Collateral is vested in
the Collateral Trustee, and that the Collateral Trustee shall be designated as secured party for UCC purposes pursuant to this
Indenture and the Security Documents for the express purpose of providing security on the Notes Obligations, and not for the purpose
of advancing any personal interests of the Collateral Trustee or the Trustee therein. Consequently, notwithstanding the provisions
of Section 9-210 of the UCC, the Company and each Guarantor agrees that any request for issuance of an estoppel certificate, request
for accounting, list of Collateral, or status of the account in any manner relating to the existence or perfection of any portion
of the Collateral shall be delivered to the Trustee, the Collateral Trustee and to the Holders of the Notes. The Trustee and the
Collateral Trustee shall have no duty or obligation to the Secured Parties (as defined in the Junior Priority Intercreditor Agreement)
under any provision of the UCC with respect to any request for issuance of an estoppel certificate, request for accounting, list
of Collateral, or status of the account in any manner relating to the existence or perfection of any portion of the Collateral,
including but not limited to any obligation under Sections 9-210 of the UCC.


(i)            If
at any time or times the Trustee shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral or
any payments with respect to the Obligations secured by the Security Documents arising under, or relating to, this Indenture,
except for any such proceeds or payments received by the Trustee from the Collateral Trustee pursuant to the terms of this Indenture,
the Security Documents or the Intercreditor Agreements, or (ii) payments from the Collateral Trustee in excess of the amount required
to be paid to the Trustee pursuant to this Indenture, the Security Documents or the Intercreditor Agreements, the Trustee shall
promptly turn the same over to the Collateral Trustee, in kind, and with such endorsements as may be required to negotiate the
same to the Collateral Trustee.


(j)             The
Collateral Trustee is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which,
in accordance with Article 9 of the UCC can be perfected only by possession or control.


(k)            The
Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists
or is owned by the Company or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral
Trustee’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or
are entitled to any particular priority, or to determine whether all of the Company’s or Guarantor’s property constituting
collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely
listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto,
or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising,
any of the rights, authorities, and powers granted or available to the Collateral Trustee pursuant to this Indenture, any of the
Security Documents or the Intercreditor Agreements, it being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, the Collateral Trustee may act in any manner it may deem appropriate, in its sole discretion
given the Collateral Trustee’s own interest in the Collateral and that the Collateral Trustee shall have no other duty or
liability whatsoever to the Trustee or any Holder as to any of the foregoing.


(l)            No
provision of this Indenture or any Security Document shall require the Trustee or the Collateral Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the
exercise of any of its rights or powers hereunder or thereunder if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.



    	111



    	 



    




(m)           The
Collateral Trustee (i) shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is
proved that the Collateral Trustee was negligent in ascertaining the pertinent facts, (ii) shall not be liable for interest on
any money received by it (and money held in trust by the Collateral Trustee need not be segregated from other funds except to
the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to
legal matters relating to this Indenture, the Notes, the Security Documents and the Intercreditor Agreements shall be full and
complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good
faith and in reliance upon the advice or opinion of such counsel. 


(n)           Neither
the Collateral Trustee nor the Trustee shall be liable for delays or failures in performance resulting from acts beyond its control.
Such acts shall include but not be limited to acts of God, strikes or other labor disputes, lockouts, riots, acts of war, terrorism,
epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures,
earthquakes or other disasters. Neither the Collateral Trustee nor the Trustee shall be liable for any indirect, special, punitive
or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood
thereof and regardless of the form of action.


(o)           Upon
the receipt by the Collateral Trustee of a written request of the Company signed by any Officer (a "Security Document Order"),
the Collateral Trustee is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Trustee,
execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to be executed after the
Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Trustee pursuant to, and
is a Security Document Order referred to in, this Section 11.05(o), (ii) instruct the Collateral Trustee to execute and enter
into such Security Document and (iii) certify that all conditions precedent to the execution and delivery of the Security Document
have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Trustee to execute
such Security Documents. 


(p)            In
no event shall the Collateral Trustee be required to execute and deliver any landlord lien waiver, estoppel or collateral access
letter, or any account control agreement or any instruction or direction letter delivered in connection with such document that
the Collateral Trustee determines adversely affects it or otherwise subjects it to personal liability, including without limitation
agreements to indemnify any contractual counterparty.


(q)           Before
the Collateral Trustee acts or refrains from acting in each case at the request or direction of the Company or the Guarantors,
or in connection with any Security Document or Intercreditor Agreements, it may require an Officer’s Certificate and an
Opinion of Counsel, which shall conform to the provisions of Section 13.05. In the absence of gross negligence or willful misconduct
on its part, the Collateral Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.


By
their acceptance of the Notes hereunder, the Holders acknowledge that the MSR Collateral Agent shall not be required to take any
action under any Security Document unless (i) it is instructed in writing by the Collateral Trustee to take such action and (ii)
it has been provided by the Holders security or indemnity satisfactory to it against any potential loss, liability or expense.
In furtherance of the foregoing, the Collateral Trustee shall have no obligation to direct the MSR Collateral Agent with respect
to the exercise of any rights or remedies with respect to the MSR Collateral or otherwise except as it may be directed by Holders
representing a majority in aggregate principal amount of the Notes, nor shall the Collateral Trustee or Trustee be obligated in
any circumstance to provide for security or indemnity satisfactory to the MSR Collateral Agent against any potential loss, liability
or expense.



    	112



    	 



    




SECTION
11.06.        Compensation and Indemnity(a). The Collateral Trustee shall be entitled to the compensation and indemnity
provisions set forth in Section 7.07.


SECTION
11.07.        Appointment and Authorization of MSR Collateral Agent; Company’s Obligation to Seek New Acknowledgment Agreements
upon MSR Collateral Agent’s Resignation. 


Barclays
Bank PLC is hereby appointed as the collateral agent on behalf of the Secured Parties (as defined in the Junior Priority Intercreditor
Agreement) (the “MSR Collateral Agent”) with respect to the MSR Collateral under the Junior Priority Intercreditor
Agreement and the Acknowledgment Agreements and the Holders by acceptance of the Notes hereby irrevocably authorizes any such
appointment and authorizes the MSR Collateral Agent to enter into the Junior Priority Intercreditor Agreement and the Acknowledgment
Agreements and to take such action on its behalf under the provisions of the Junior Priority Intercreditor Agreement and the Acknowledgment
Agreements and to exercise such powers and perform such duties as are expressly delegated to the MSR Collateral Agent by the terms
of the Junior Priority Intercreditor Agreement and the Acknowledgment Agreements, together with such powers as are reasonably
incidental thereto. The provisions of Section 5.07 of the Junior Priority Intercreditor Agreement are incorporated herein by reference.


SECTION
11.08.        Intercreditor Agreements and Security Documents.


Each
of the Trustee and Collateral Trustee is hereby directed and authorized to execute and deliver the Intercreditor Agreements or
any Security Documents in which it is named as a party. It is hereby expressly acknowledged and agreed that, in doing so, the
Trustee and the Collateral Trustee are not responsible for the terms or contents of such agreements, or for the validity or enforceability
thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or
forbearing from) any action under pursuant to, the Intercreditor Agreements or any Security Document, the Trustee and Collateral
Trustee each shall have all of the rights, protections, immunities, indemnities and other protections granted to it under this
Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements).


ARTICLE
12

SATISFACTION AND DISCHARGE


SECTION
12.01.        Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as
to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all
Notes when:


(a)                
either:


(i)       
all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid
and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or



    	113



    	 



    




(ii)       all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of mailing of a notice of
redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under
irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at
the expense of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee
funds in US dollars in an amount sufficient without consideration of reinvestment to pay and discharge the entire Indebtedness
on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any and interest on the
Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds
to the payment thereof at maturity or redemption, as the case may be;


(b)                the
Company or any Guarantor has paid all other sums payable under this Indenture by the Company; and


(c)                the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.


Notwithstanding
the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (a)(ii)
of this Section 12.01, the provisions of Section 12.02 and Section 8.06 shall survive.


SECTION
12.02.        Application of Trust Money. Subject to the provisions of Section 8.06, all funds deposited with the Trustee pursuant
to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company or any Guarantor acting as their own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law.


If
the Trustee or Paying Agent is unable to apply any funds in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 12.01; provided that if the Company has made any payment
of principal of, premium, if any, and interest on any Notes because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the funds held by the Trustee or Paying
Agent.


ARTICLE
13

MISCELLANEOUS


SECTION
13.01.         [Reserved].


SECTION
13.02.        Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given
if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), PDF transmission,
fax or overnight air courier guaranteeing next day delivery, to the others’ address:



    	114



    	 



    




If
to the Company:


Ocwen
Loan Servicing, LLC


c/o
Ocwen Financial Corporation


1661
Worthington Road, Suite 100


West
Palm Beach, Florida 33409


Email:
Timothy.Hayes@Ocwen.com; Michael.Stanton@ocwen.com; Michael.Bourgue@ocwen.com


Attention:
General Counsel and Secretary


 


If
to the Trustee or Collateral Trustee:


Wilmington
Trust, National Association


1100
N. Market Street


Wilmington,
Delaware 19890


Fax
No.: (302) 636-4149


Attention: 
Ocwen Loan Servicing, LLC Administrator


 


The
Company, any Guarantor or the Trustee and the Collateral Trustee, by notice to the others, may designate additional or different
addresses for subsequent notices or communications.


All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class
mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee and the
Collateral Trustee shall be deemed effective upon actual receipt thereof.


Any
notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or
by overnight air courier guaranteeing next day delivery to its address (or, in the case of Global Notes, all in accordance with
the Applicable Procedures) shown on the register kept by the Registrar.


If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it; provided that any notices or communications to the Trustee and the Collateral Trustee shall
be deemed effective only upon actual receipt thereof.


If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and the Collateral Trustee and each
Agent at the same time.


The
Trustee and the Collateral Trustee agree to accept and act upon notices, instructions or directions pursuant to this Indenture
sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the Company and the Guarantors,
if any, elect to give the Trustee and the Collateral Trustee e-mail or facsimile instructions (or instructions by a similar electronic
method) and the Trustee and the Collateral Trustee in its discretion elects to act upon such instructions, the Trustee’s
and the Collateral Trustee’s understanding of such instructions shall be deemed controlling. The Trustee and the Collateral
Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The Company and the Guarantors, if any, agree to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Trustee and the Collateral Trustee, including without limitation the risk of the
Trustee and the Collateral Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.



    	115



    	 



    




SECTION
13.03.        Communication by Holders of Notes with Other Holders of Notes. Holders may communicate with other Holders with respect
to their rights under this Indenture, the Security Documents or the Notes.


SECTION
13.04.        Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any of the
Guarantors, if any, to the Trustee and the Collateral Trustee to take any action under this Indenture, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee and the Collateral Trustee:


(a)                An
Officers’ Certificate of the Company in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee
(which shall include the statements set forth in Section 13.05) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and


(b)                An
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee (which shall include
the statements set forth in Section 13.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been satisfied.


SECTION
13.05.        Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04) shall include:


(a)                a
statement that the Person making such certificate or opinion has read such covenant or condition;


(b)               a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


(c)                a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of
an Opinion of Counsel, may be limited to reliance on an Officers’ Certificate as to matters of fact); and


(d)                a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


SECTION
13.06.        Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


SECTION
13.07.        No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator
or stockholder of the Company or any Guarantors shall have any liability for any obligation of the Company or any Guarantors,
respectively, under the Notes, the Note Guarantees, this Indenture or the Security Documents or for any claim based on, in respect
of, or by reason of such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s
obligations under its Note Guarantee. Each Holder by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.



    	116



    	 



    




SECTION
13.08.        Governing Law; Consent to Jurisdiction and Service. THIS INDENTURE, THE NOTES AND ANY NOTE GUARANTEE, AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR ANY NOTE GUARANTEE, WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


To
the fullest extent permitted by applicable law, the Company and each Guarantor, if any, hereby irrevocably submits to the jurisdiction
of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding
based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such
suit or proceeding may be determined in any such court. The Company and each Guarantor, if any, irrevocably waives, to the fullest
extent permitted by law, any objection which they may have to the laying of the venue of any such suit, action or proceeding brought
in an inconvenient forum. The Company and each Guarantor, if any, agrees that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding upon it, and may be enforced in any courts to the jurisdiction of which
it is subject by a suit upon such judgment, provided, that service of process is effected upon it in the manner
specified herein or as otherwise permitted by law. To the extent the Company or any Guarantor, if any, has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, it hereby irrevocably
waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.


SECTION
13.09.        Waiver of Jury Trial. EACH OF THE COMPANY, THE GUARANTORS, IF ANY, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.


SECTION
13.10.        Force Majeure. In no event shall the Trustee and the Collateral Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee and the Collateral Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


SECTION
13.11.         No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not
be used to interpret this Indenture.


SECTION
13.12.        Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor, if any, in this Indenture shall
bind its successors, except as otherwise provided in Section 10.06.


SECTION
13.13.         Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



    	117



    	 



    




SECTION
13.14.        Counterpart Originals. This Indenture may be executed in two or more counterparts, which when so executed shall constitute
one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.


SECTION
13.15.         Table of Contents, Headings, etc. The Table of Contents, Cross Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part
of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


SECTION
13.16.         [Reserved].


SECTION
13.17.        U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Trustee and Collateral Trustee, like all financial institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee and
Collateral Trustee with such information as it may request in order for the Trustee and Collateral Trustee to satisfy the requirements
of the U.S.A. Patriot Act.


SECTION
13.18.        FATCA. In order to comply with Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any regulations
or official interpretations thereof, and any intergovernmental agreements and related laws, rules or regulations to implement
any of the foregoing (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect
from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other
institution is or has agreed to be subject to related to this Indenture, the Company and Guarantors agree (i) to provide to Wilmington
Trust, National Association sufficient information, to the extent it has such information in its possession, about holders or
other applicable parties and/or transactions (including any modification to the terms of such transactions) so Wilmington Trust,
National Association can determine whether it has tax related obligations under Applicable Law, (ii) that Wilmington Trust, National
Association shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary
to comply with Applicable Law for which Wilmington Trust, National Association shall not have any liability, and (iii) to hold
harmless Wilmington Trust, National Association for any losses it may suffer due to the actions it takes to comply with such Applicable
Law, other than any loss suffered as a result of its own willful misconduct, negligence or bad faith. The terms of this section
shall survive the termination of this Indenture.


[Signature
Pages Follow]




    	118



    	 



    



	
          
	OCWEN LOAN SERVICING, LLC,
	 	as Company
	 	 
	 	By:	/s/
    Michael R. Bourque, Jr.
	 	 	Name: Michael R. Bourque, Jr. 
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	GUARANTORS:
	 	OCWEN FINANCIAL CORPORATION
	 	 	 
	 	By:	/s/
    Michael R. Bourque, Jr.
	 	 	Name: Michael R. Bourque, Jr. 
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	OCWEN MORTGAGE SERVICING, INC.
	 	 	 
	 	By:	/s/
    Michael R. Bourque, Jr.
	 	 	Name: Michael R. Bourque, Jr. 
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	HOMEWARD RESIDENTIAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ John V. Britti
	 	 	Name: John
    V. Britti
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	HOMEWARD RESIDENTIAL, INC.
	 	 	 
	 	By:	/s/ John V. Britti
	 	 	Name: John
    V. Britti
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	AUTOMOTIVE CAPITAL SERVICES, INC.
	 	 	 
	 	By:	/s/
                                         Mark L. Freeman
	 	 	Name: Mark
    L. Freeman
	 	 	Title: Treasurer
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Trustee and as Collateral Trustee
	 	 
	 	By:	/s/
    John T. Needham, Jr.
	 	 	Name:
    John T. Needham, Jr.
	 		Title:
    Vice President




    	



    	 



    


 




Exhibit A


FORM
OF NOTE


[FACE
OF NOTE]


[Insert
the Global Note Legend, if applicable pursuant to the provisions of the Indenture]


[Insert
the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]


[Insert
the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]


[Insert
the OID Legend, if applicable pursuant to the provisions of the Indenture] 




    	A-1



    	 



    



CUSIP
[          ]

ISIN [          ]1


[RULE
144A][REGULATION S] GLOBAL NOTE

8.375% Senior Secured Second Lien Notes due 2022


	No.       	[Initially][$____]







OCWEN
LOAN SERVICING, LLC


Ocwen
Loan Servicing, LLC, a Delaware limited liability company (the “Company,” which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to [               ][CEDE
& CO.], or its registered assigns, the principal sum [of            
United States Dollars][as set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] on November
15, 2022.


	Interest Payment Dates:	May 15 and November 15 of each
    year, commencing on
	May 15, 20172	 


 


	Record Dates:   May 1 and November1	






Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same
effect as if set forth at this place.


[Signature
Page Follows]


 









 



1   Rule 144A
Note CUSIP / ISIN: 67576L AE6 / US67576LAE65



Regulation S Note CUSIP / ISIN: U67517 AE9 / USU67517AE93


2   With
respect to the Initial Notes.






    	A-2



    	 



    




          IN
WITNESS HEREOF, the Company has caused this instrument to be duly executed as of the 5th day of December, 2016.


	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




    	A-3



    	 



    

          This
is one of the 8.375% Senior Secured Second Lien Notes due 2022 referred to in the within mentioned Indenture:


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

    as Trustee
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Date:	December 5, 2016




    	A-4



    	 



    



[REVERSE
OF NOTE]



8.375% Senior Secured Second Lien Notes due 2022


          Capitalized
terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


1.          INTEREST.
The Company shall pay interest on the principal amount of this Note at the rate of 8.375% per annum semiannually in arrears on
May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be May 15, 20172.
The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.


2.          METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on May 1 or November 1 (each, a “Record Date”) (whether or not a Business Day), as the case may be, next preceding
the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in the Indenture with respect to defaulted interest. Payment of interest will be made at the Trustee’s
corporate trust office in the United States, provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Company or the Paying Agent at least ten business days prior to
such date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts.


3.          PAYING
AGENT AND REGISTRAR. Initially the Trustee will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.


4.          INDENTURE.
The Company issued the Notes under an Indenture, dated as of December 5, 2016 (the “Indenture”), between the
Company, Ocwen Financial Corporation, a Florida corporation (the “Parent”), the other Guarantors signatory
thereto (together, with the Parent, the “Guarantors”), the Trustee and the Collateral Trustee. This Note is
one of a duly authorized issue of notes of the Company designated as its 8.375% Senior Secured Second Lien Notes due 2022. The
Company shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be controlling.



    	A-5



    	 



    

5.          OPTIONAL
REDEMPTION.


(a)          This
Note is subject to the optional redemption provisions set forth in Section 3.07 of the Indenture.


(b)          Any
redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through
3.07 of the Indenture.


(c)          In
addition to the Company’s rights to redeem Notes pursuant to Section 3.07 of the Indenture, the Company may at any
time and from time to time purchase Notes in open-market transactions, tender offers or otherwise.


6.          MANDATORY
REDEMPTION. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


7.          OFFERS
TO REPURCHASE.


(a)          Upon
the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each
Holder to purchase all or a portion of such Holder’s Notes (equal to $2,000 or an integral multiple of $1,000 in excess
of $2,000) at a purchase price equal to 101.0% of the principal amount of the Notes purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall
be made in accordance with Section 4.14 of the Indenture.


(b)          If
the Company or any of its Restricted Subsidiaries consummate an Asset Sale, other than a Required Asset Sale, within 30 days after
each date that the aggregate amount of Excess Proceeds from such Asset Sales exceeds $50.0 million, the Company shall make an
offer to all Holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”) in
accordance with Section 4.10 of the Indenture.


8.          DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption or tendered (and not validly withdrawn) for purchase,
except for the unredeemed or unpurchased portion of any Note being redeemed or purchased in part. Also, the Company need not exchange
or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.


9.          PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


10.        AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, any Note Guarantees and the Notes may be amended or supplemented as provided in the Indenture.



    	A-6



    	 



    

11.          DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default
occurs and is continuing and is actually known by or written notice thereof has been received by a Responsible Officer of the
Trustee, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal
of, premium, if any, and accrued and unpaid interest on all of the Notes to be due and payable by notice in writing to the Company
and the Trustee if given by the Holders specifying the respective Event of Default and that it is a “notice of acceleration,”
and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency set forth in clauses (vi) and (vii) of Section 6.01(a) of the Indenture, all outstanding
Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Holders
may not enforce the Indenture, the Notes or any Note Guarantees except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event of Default under the Indenture except a continuing Default
in the payment of the principal of, premium, if any, or interest on any Note held by a non-consenting Holder (including in connection
with an Asset Sale Offer or a Change of Control Offer). The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required within five Business Days after becoming aware of any Default
or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and the status thereof.


12.          AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated
by the manual signature of the Trustee.


13.          [RESERVED].


14.          GOVERNING
LAW. THE NOTES, THE INDENTURE AND ANY NOTE GUARANTEES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE NOTES,
THE INDENTURE OR ANY NOTE GUARANTEES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


15.          CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP numbers and ISIN numbers in
notices of redemption, Change of Control Offers and Asset Sale Offers as a convenience to Holders. No representation is made as
to the correctness of such numbers either as printed on the Notes or as contained in any such notice and reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption or repurchase pursuant to a Change of Control
Offer or Asset Sale Offer shall not be affected by any defect in or omission of such numbers.


16.          NOTE
GUARANTEE. The Company’s obligations under the Notes will be fully and unconditionally guaranteed, jointly and severally
by the Parent and the other Guarantors on the Issue Date, to the extent set forth in the Indenture. The Company’s obligations
under the Notes will be fully and unconditionally guaranteed, jointly and severally, by any Guarantors that execute a supplement
to the Indenture following the Issue Date, setting forth such Note Guarantee.


17.          ADDITIONAL
INFORMATION. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture, the Security
Documents and the Intercreditor Agreements. Requests may be made to the Company at the following address:


	Ocwen
    Loan Servicing, LLC
	c/o Ocwen Financial
    Corporation
	1661 Worthington Road,
    Suite 100
	West Palm Beach, Florida
    33409
	Email: Timothy.Hayes@Ocwen.com;
    Michael.Stanton@ocwen.com
	Attention: General
    Counsel and Secretary



 


In
the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall govern and control.




    	A-7



    	 



    

ASSIGNMENT
FORM



	To assign this Note, fill in the form below:
	 
	(I) or (we) assign and transfer this Note
	to:______________________________________________________________	 
	(Insert assignee’ legal name)
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	 
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
	 
	and irrevocably appoint
	 	 
	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.







Date:
________________________


	 	Your Signature:  	    
	 	(Sign exactly as your name appears 

on the face of this Note)




 


Signature
Guarantee*:____________________________


* Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




    	A-8



    	 



    

 OPTION
OF HOLDER TO ELECT PURCHASE


 


If
you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture,
check the appropriate box below:


[  ]
Section 4.10                     [  ] Section 4.14


If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of
the Indenture, state the amount you elect to have purchased:





	 	$ __________________________










Date:
_________________________





	 	Your Signature:  	
	 	(Sign exactly as your name appears 

on the face of this Note)
	 	 
	 	Tax Identification No.:_____________________


 




Signature
Guarantee*:______________________


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




    	A-9



    	 



    



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


The
initial outstanding principal amount of this Global Note is $          .
The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global or Definitive Note for an interest in this Global Note, have been made:


	

                                         

                                         

                                         

                                         Date of

                                         Exchange
	

                                         Amount of

                                         decrease in

                                         Principal

                                         Amount of this

                                         Global Note
	

                                         Amount of

                                         increase in

                                         Principal

                                         Amount of this

                                         Global Note
	Principal

                                         Amount of this

                                         Global Note

                                         following such

                                         decrease or

                                         increase
	

                                         Signature of

                                         authorized

                                         signatory of

                                         Trustee or Note

                                         Custodian

	 	 	 	 	 









 



*This schedule should be included only if the Note is issued in global
form.




    	A-10



    	 



    



[FORM
OF NOTATION ON NOTE RELATING TO NOTE GUARANTEE]


THE
OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF THE NOTES PURSUANT TO THE NOTE GUARANTEES AND THE INDENTURE DATED AS OF DECEMBER
5, 2016, BETWEEN OCWEN LOAN FINANCING, LLC, THE GUARANTORS PARTY THERETO, THE TRUSTEE AND THE COLLATERAL TRUSTEE NAMED THEREIN
(THE “INDENTURE”) ARE EXPRESSLY SET FORTH IN ARTICLE 10 AND SECTION 4.15 OF THE INDENTURE, ANY SUPPLEMENT TO
THE INDENTURE AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THE NOTE GUARANTEES. THE TERMS OF THE INDENTURE,
INCLUDING WITHOUT LIMITATION ARTICLE 10 AND SECTION 4.15 OF THE INDENTURE AND ANY SUPPLEMENT TO THE INDENTURE, ARE INCORPORATED
HEREIN BY REFERENCE. 




    	A-11



    	 



    


 



Exhibit B


FORM
OF CERTIFICATE OF TRANSFER


Ocwen Loan
Servicing, LLC


c/o Ocwen
Financial Corporation


1661 Worthington
Road, Suite 100


West Palm
Beach, Florida 33409


Attention:
General Counsel and Secretary


 


Wilmington
Trust, National Association


1100 N.
Market Street


Wilmington,
Delaware 19890


Fax No.:
(302) 636-4149


Attention: 
Ocwen Loan Servicing, LLC Administrator


 


Re:
8.375% Senior Secured Second Lien Notes due 2022


Reference
is hereby made to the Indenture, dated as of December 5, 2016 (the “Indenture”), between Ocwen Loan Servicing,
LLC, Ocwen Financial Corporation, the other Guarantors named therein, the Trustee and the Collateral Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture.


              
(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A
hereto, in the principal amount of $        in such Note[s] or interests (the “Transfer”),
to                (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


[CHECK
ALL THAT APPLY]


1.          [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE
144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933,
as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning
of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue
sky securities laws of any state of the United States.


2.          [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT
TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person
or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Indenture and the Securities Act.



    	B-1



    	 



    




3.          [  ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one):


(a)          o
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


or


(b)          o
such Transfer is being effected to the Company or a Subsidiary thereof;


or


(c)          o
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.


4.          o
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE.


(a)        o
CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.



    	B-2



    	 



    




(b)          o
CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no
longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.


(c)          o
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required
in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Company.


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 		Name:
 Title:




 


Dated: _________________




    	B-3



    	 



    




ANNEX A
TO CERTIFICATE OF TRANSFER


		1.	The
                                         Transferor owns and proposes to transfer the following:



[CHECK
ONE OF (a) OR (b)]


		(a)	o
a beneficial interest in the:



		(i)	o
                                         144A Global Note (CUSIP: 67576L AE6), or



		(ii)	o
                                         Regulation S Global Note (CUSIP: U67517 AE9), or



		(b)	o
a Restricted Definitive Note.



		2.	After
the Transfer the Transferee will hold:



[CHECK
ONE]


		(a)	o
a beneficial interest in the:



		(i)	o
                                         144A Global Note (CUSIP: 67576L AE6), or



		(ii)	o
                                         Regulation S Global Note (CUSIP: U67517 AE9), or



		(iii)	o
                                         Unrestricted Global Note (o); or



		(b)	o
a Restricted Definitive Note; or



		(c)	o
an Unrestricted Definitive Note,
	 	 	 
	 	in
accordance with the terms of the Indenture.






    	B-4



    	 



    


 



Exhibit C


FORM
OF CERTIFICATE OF EXCHANGE


Ocwen Loan
Servicing, LLC


c/o Ocwen
Financial Corporation


1661 Worthington
Road, Suite 100


West Palm
Beach, Florida 33409


Attention:
General Counsel and Secretary


 


Wilmington
Trust, National Association


1100 N.
Market Street


Wilmington,
Delaware 19890


Fax No.:
(302) 636-4149


Attention: 
Ocwen Loan Servicing, LLC Administrator


 


Re:
8.375% Senior Secured Second Lien Notes due 2022


Reference
is hereby made to the Indenture, dated as of December 5, 2016 (the “Indenture”), between Ocwen Loan Servicing,
LLC, Ocwen Financial Corporation, the other Guarantors party thereto, the Trustee and the Collateral Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture.


 


                    
(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in
the principal amount of $        in such Note[s] or interests (the “Exchange”).
In connection with the Exchange, the Owner hereby certifies that:


1)          EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE


a)          o
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as
amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.



    	C-1



    	 



    




b)          o
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with
the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.


c)          o
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.


d)          o
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange
of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


2)          EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES


a)          o
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without
transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive
Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Indenture and the Securities Act.


b)          o
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [  ] 144A Global
Note [  ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.




    	C-2



    	 



    




This
certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated               .


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 		Name:
 Title:




 


Date: _______________




    	C-3



    	 



    


 



Exhibit D


FORM
OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT

GUARANTORS


Supplemental
Indenture (this “Supplemental Indenture”), dated as of           ,
among            (the “Guaranteeing Subsidiary”),
a subsidiary of Ocwen Financial Corporation, a Florida corporation (the “Parent”), Ocwen Loan Servicing, LLC,
a Delaware limited liability company (the “Company”) and Wilmington Trust, National Association, as trustee
(the “Trustee”) and Collateral Trustee (the “Collateral Trustee”).


W
I T N E S S E T H


WHEREAS,
the Company, the Parent and the other Guarantors party thereto have heretofore executed and delivered to the Trustee and the Collateral
Trustee an indenture (the “Indenture”), dated as of December 5, 2016, providing for the issuance of 8.375%
Senior Secured Second Lien Notes due 2022 (the “Notes”);


WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note
Guarantee”); and


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


(1)          Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


(2)          Agreement
to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other
documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i)
join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof,
as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor
pursuant to the Indenture. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject
to the conditions set forth in the Indenture, including, but not limited to, Article 10 and Section 4.15 thereof.


(3)          Execution
and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Note Guarantee on the Notes.



    	D-1



    	 



    




(4)          No
Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary
shall have any liability for any obligations of the Company or the Guarantors (including the Guaranteeing Subsidiary), respectively,
under the Notes, the Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation; provided that the foregoing shall not limit any Guarantor’s obligations
under its Note Guarantees. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes.


(5)          Governing
Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL
INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


(6)          Counterpart
Originals. This Supplemental Indenture may be executed in two or more counterparts, which when so executed shall constitute
one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


(7)          Effect
of Headings. The Sections of this Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.


(8)          The
Trustee. The Trustee and Collateral Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary.


(9)          Benefits
Acknowledged. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant
to this Note Guarantee are knowingly made in contemplation of such benefits.


(10)          Successors.
 All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise
set forth in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.





[Signature
Page Follows]




    	D-2



    	 



    




IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above
written.


 


	 	[GUARANTEEING
SUBSIDIARY]
	 	 
	 	By:	 
	 		Name:
 Title:





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

    as Trustee and as Collateral Trustee
	 	 
	 	By:	 
	 		Name:
 Title:






    	D-3



    	 



    


 



Exhibit E


FORM
OF FREE TRANSFERABILITY CERTIFICATE


[Date]


Ocwen Loan
Servicing, LLC


c/o Ocwen
Financial Corporation


1661 Worthington
Road, Suite 100


West Palm
Beach, Florida 33409


Attention:
General Counsel and Secretary


 


Wilmington
Trust, National Association


1100 N.
Market Street


Wilmington,
Delaware 19890


Fax No.:
(302) 636-4149


Attention: 
Ocwen Loan Servicing, LLC Administrator


 


Re:
8.375% Senior Secured Second Lien Notes due 2022


Reference
is hereby made to the Indenture, dated as of December 5, 2016 (the “Indenture”), between Ocwen Loan Servicing,
LLC, a Delaware limited liability company (the “Company”), Ocwen Financial Corporation, a Florida corporation
(the “Parent”), the other Guarantors party thereto, and Wilmington Trust, National Association, as Trustee
and Collateral Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


Whereas
the 8.375% Senior Secured Second Lien Notes due 2022 (the “Notes”) have become freely tradable without restrictions
by non-affiliates of the Company pursuant to Rule 144(b)(1) under the Securities Act, in accordance with Section 2.06(g)(v)
of the Indenture, pursuant to which the Notes were issued, the Company hereby instructs you that:


          (i)          the
Private Placement Legend described in Section 2.06(g)(v) of the Indenture and set forth on the Notes shall be deemed removed from
the Notes, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on
the part of Holders; and


          (ii)         the
restricted CUSIP number and restricted ISIN number for the Notes shall be deemed removed from the Notes and replaced with the
unrestricted CUSIP number ([    ]) and unrestricted ISIN number ([ ]), respectively, set forth therein, in accordance with the terms
and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders.


[Signature
Pages Follow]




    	E-1



    	 



    







	 	OCWEN
LOAN SERVICING, LLC
	 	 
	 	By:	 
	 		Name:
 Title:









    	



    	 



    


 



EXHIBIT
F







SECOND
LIEN NOTES PLEDGE AND SECURITY AGREEMENT


dated
as of December 5, 2016


among


EACH
OF THE GRANTORS PARTY HERETO


and


WILMINGTON
TRUST, NATIONAL ASSOCIATION,


as
Collateral Trustee




    	 



    	 



    


	 	 	 	TABLE
    OF CONTENTS	 
	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	Section	1.	 	DEFINITIONS; GRANT
    OF SECURITY	1
	 	 	 	 	 
	 	1.1	 	General Definition	1
	 	1.2	 	Definitions; Interpretation	8
	 	 	 	 	 
	Section	2.	 	GRANT OF SECURITY	9
	 	 	 	 	 
	 	2.1	 	Grant of Security	9
	 	2.2	 	Certain Limited
    Exclusions	10
	 	 	 	 	 
	Section	3.	 	SECURITY FOR OBLIGATIONS;
    GRANTORS REMAIN LIABLE	12
	 	 	 	 	 
	 	3.1	 	Security for Obligations	12
	 	3.2	 	Continuing Liability
    Under Collateral	12
	 	 	 	 	 
	Section	4.	 	CERTAIN PERFECTION
    REQUIREMENTS	13
	 	 	 	 	 
	 	4.1	 	Delivery Requirements	13
	 	4.2	 	Control Requirements	13
	 	4.3	 	Intellectual Property
    Recording Requirements	14
	 	4.4	 	Other Actions	14
	 	4.5	 	Timing and Notice	14
	 	 	 	 	 
	Section	5.	 	REPRESENTATIONS
    AND WARRANTIES	15
	 	 	 	 	 
	 	5.1	 	Grantor Information
    & Status	15
	 	5.2	 	Collateral Identification,
    Special Collateral	15
	 	5.3	 	Ownership of Collateral
    and Absence of Other Liens	16
	 	5.4	 	Status of Security
    Interest	16
	 	5.5	 	Pledged Equity
    Interests, Investment Related Property	17
	 	5.6	 	Intellectual Property	17
	 	 	 	 	 
	Section	6.	 	COVENANTS AND
    AGREEMENTS	18
	 	 	 	 	 
	 	6.1	 	Grantor Information
    & Status	18
	 	6.2	 	Collateral Identification;
    Special Collateral	19
	 	6.3	 	Ownership of Collateral
    and Absence of Other Liens	19
	 	6.4	 	Status of Security
    Interest	19
	 	6.5	 	Receivables	19
	 	6.6	 	Pledged Equity
    Interests, Investment Related Property	20
	 	6.7	 	Intellectual Property	22
	 	 	 	 	 
	Section	7.	 	ACCESS; RIGHT
    OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS 	 23
	 	 	 	 	 
	 	7.1	 	Access; Right
    of Inspection	23
	 	7.2	 	Further Assurances	23
	 	7.3	 	Additional Grantors	24



    	i



    	 



    
	 		 		
	Section   	8.	 	COLLATERAL AGENT
    APPOINTED ATTORNEY-IN-FACT	24
	 	 	 	 	 
	 	8.1	 	Power of Attorney	24
	 	8.2	 	No Duty on the
    Part of Collateral Trustee or Secured Parties	25
	 	 	 	 	 
	Section	9.	 	REMEDIES	26
	 	 	 	 	 
	 	9.1	 	Generally	26
	 	9.2	 	Application of
    Proceeds	27
	 	9.3	 	Sales on Credit	27
	 	9.4	 	Investment Related
    Property	27
	 	9.5	 	Grant of Intellectual
    Property License	28
	 	9.6	 	Intellectual Property	28
	 	9.7	 	Cash Proceeds;
    Deposit Accounts	30
	 	 	 	 	 
	Section	10.	 	COLLATERAL AGENT	30
	 	 	 	 	 
	Section	11.	 	CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE INDENTURE DOCUMENTS	31
	 	 	 	 	 
	 	11.1	 	Continuing Security
    Interest; Assignment	31
	 	11.2	 	Termination; Release	31
	 	 	 	 	 
	Section	12.	 	STANDARD OF CARE;
    COLLATERAL AGENT MAY PERFORM	31
	 	 	 	 	 
	Section	13.	 	[RESERVED]	32
	 	 	 	 	 
	Section	14.	 	[RESERVED]	32
	 	 	 	 	 
	Section	15.	 	MISCELLANEOUS	32
	 	 	 	 	 
	SCHEDULE 5.1 — GENERAL INFORMATION	 
	SCHEDULE 5.2 —  COLLATERAL IDENTIFICATION	 
	SCHEDULE 5.4 —  FINANCING STATEMENTS	 
	EXHIBIT A —  PLEDGE SUPPLEMENT	 
	EXHIBIT B —  UNCERTIFICATED SECURITIES CONTROL AGREEMENT	 
	EXHIBIT C —  FORM OF TRADEMARK SECURITY AGREEMENT	 
	EXHIBIT D —  FORM OF COPYRIGHT SECURITY AGREEMENT	 
	EXHIBIT E —  FORM OF PATENT SECURITY AGREEMENT	 




    	ii



    	 



    

This
SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT, dated as of December 5, 2016 (this “Agreement”),
among Ocwen Loan Servicing, LLC, a Delaware limited liability company (the “Company”) and a wholly-owned subsidiary
of Ocwen Financial Corporation, a Florida corporation (the “Parent”), the Parent, each of the other subsidiaries
of the Parent party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined)
(the “Subsidiary Guarantors”, together with the Parent, the “Guarantors”, and together with
the Company, the “Grantors” and each, a “Grantor”), and Wilmington Trust, National Association,
as collateral trustee for the Secured Parties (as herein defined) (in such capacity as collateral trustee, together with its successors
and permitted assigns, the “Collateral Trustee”).


RECITALS


WHEREAS,
reference is made to that certain Indenture, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise
modified from time to time, the “Indenture”), by and among the Company, the Parent, the other subsidiary guarantors
of the Parent party thereto, Wilmington Trust, National Association, in its capacity as Trustee (as defined below) and as Collateral
Trustee, pursuant to which the Company has issued $350,000,000 aggregate principal amount of 8.375% Senior Secured Second Lien
Notes due 2022 (together with any Additional Notes issued under the Indenture, the “Notes”) upon the terms
and subject to the conditions set forth therein;


WHEREAS,
it is a condition to the issuance of the Notes that each Grantor executes and deliver the applicable Security Documents, including
this Agreement;


WHEREAS,
pursuant to the Indenture, each Guarantor from time to time party thereto has unconditionally and irrevocably guaranteed, the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Notes
Obligations (as defined below);


WHEREAS,
each Grantor is executing and delivering this Agreement pursuant to the terms of the Indenture to induce the Trustee to enter
into the Indenture, to induce the noteholders to purchase the Notes;


WHEREAS,
it is a condition to the issuance of the Notes that each Grantor execute and deliver this Agreement; and


WHEREAS,
the rights of the Holders of the Notes with respect to the Collateral shall be further governed by that Junior Priority Intercreditor
Agreement (as defined below).


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good
and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Trustee
agree as follows:


Section
1.              DEFINITIONS; GRANT OF SECURITY.


1.1           General
Definitions. In this Agreement, the following terms shall have
the following meanings:


“Additional
Grantors” shall have the meaning assigned in Section 7.3 hereof.


“Agreement”
shall have the meaning set forth in the preamble.



    	-1-



    	 



    




“Cash
Proceeds” shall have the meaning assigned in Section 9.7 hereof.


“Collateral”
shall have the meaning assigned in Section 2.1 hereof.


“Collateral
Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints,
technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic
storage media and related data processing software and similar items that at any time evidence or contain information relating
to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.


“Collateral
Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and
shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.


“Collateral
Trustee” shall have the meaning set forth in the preamble, and its successors and assigns.


“Company”
shall have the meaning set forth in the preamble.


“Continuing”
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived or
otherwise ceased to exist.


“Contracts”
shall mean all contracts, leases and other agreements entered into by any Grantor pursuant to which such Grantor has the right
(i) to receive moneys due and to become due to it thereunder or in connection therewith, (ii) to damages arising thereunder and
(iii) to perform and to exercise all remedies thereunder.


“Control”
shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect
to any Securities Accounts, Security Entitlements, Commodity Contracts or Commodity Accounts, control within the meaning of Section
9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC,
(4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (5) with respect
to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (6) with respect to Letter of Credit
Rights, control within the meaning of Section 9-107 of the UCC and (7) with respect to any “transferable record”(as
that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16
of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201
of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions
Act as in effect in the jurisdiction relevant to such transferable record.


“Controlled
Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Code.


“Copyright
Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or any
Copyright or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright including, without
limitation, each agreement required to be listed in Schedule 5.2(II)(B) under the heading “Copyright Licenses” (as
such schedule may be amended or supplemented from time to time).



    	-2-



    	 



    




“Copyrights”
shall mean all United States, and foreign copyrights (whether or not the underlying works of authorship have been published),
including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited
to industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et seq. and Community designs) and all Mask Works
(as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary
interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor
including, without limitation, the registrations and applications required to be listed in Schedule 5.2(II)(A) under the heading
“Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals
thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof,
(iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages
and proceeds of suit now or hereafter due and/or payable with respect thereto and (v) all other rights of any kind accruing thereunder
or pertaining thereto throughout the world.


“Credit
Agreement Agent” shall mean Barclays Bank PLC (or its successors), as collateral agent under the Senior Credit Facility.


“Credit
Agreement Security Agreement” shall mean that certain Pledge and Security Agreement, dated as of February 15, 2013,
by and among the Parent, the Company and each other Guarantor party thereto, as it may be amended, restated, supplemented or otherwise
modified from time to time, which was entered into in connection with the Senior Credit Facility.


“Custodial
Accounts” shall mean any custodial accounts or clearing accounts established in
the name of the Company or any Grantor in the ordinary course of business to hold funds on behalf of a third party in connection
with the origination or funding of any mortgage or other consumer loans or pursuant to or containing funds received solely in
connection with Servicing Agreements in such Grantor’s capacity as servicer, bailee or custodian and any related accounts
maintained in the ordinary course of such Grantor’s origination or servicing businesses in the name of such Grantor that
are used solely for the collection, maintenance and disbursement of such funds on behalf of third parties for insurance payments,
tax payments, suspense payments and other similar payments required to be made by such Grantor in its capacity as originator or
servicer; provided that the books and records of such Grantor indicate that such accounts are being held “in trust
for” or on behalf of another Person; provided further that the accounts listed on Schedules 5.2(I)(G),
5.2(I)(H) and 5.2(I)(I) shall not qualify as Custodial Accounts.


“Excluded
Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof
but only to the extent, and for so long as, so excluded thereunder.


“Excluded
Equity Interest” shall mean any equity interest listed on Schedule 5.2(I)(E) under the heading “Excluded Equity
Interest.”


“Excluded
Homeward Assets” shall mean any assets of Homeward and the Subsidiaries of Homeward that are Excluded Assets as set
forth in Schedule 2.2 of the Credit Agreement Security Agreement as such schedule may be updated from time to time pursuant to
Section 14 of the Credit Agreement Security Agreement.


“Governmental
Authority” shall mean any federal, state, municipal, national or other government, governmental department, central
bank, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government (including
any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank) or any court,
in each case whether associated with a state of the United States, the United States, or a foreign entity or government.



    	-3-



    	 



    




“Grantors”
shall have the meaning set forth in the preamble.


“Guarantors”
shall have the meaning set forth in the preamble, and their respective successors and assigns.


“Homeward”
means Homeward Residential Holdings, Inc. and Homeward Residential, Inc.


“Homeward
Roll-Up Event” shall mean the merger of Homeward and the Subsidiaries of Homeward with and into the Company, or any
Subsidiary of the Company or the sale of all or substantially all of the assets of Homeward and the Subsidiaries of Homeward to
the Company or to a Subsidiary of the Company.


“Indenture”
shall have the meaning set forth in the preamble.


“Indenture
Documents” shall mean each of this Agreement, the Intercreditor Agreement, the other Security Documents, the Indenture
and the Notes.


“Insurance”
shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Trustee is the
loss payee thereof) and (ii) any key man life insurance policies.


“Intellectual
Property” shall mean, the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses, and the
right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation
or impairment thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties,
income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.


“Intellectual
Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the
applicable Grantors, substantially in the form set forth in Exhibit C, Exhibit D or Exhibit E, as applicable.


“Investment
Accounts” shall mean the Securities Accounts, Commodity Accounts and Deposit Accounts.


“Investment
Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the
UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity
Interests, Pledged Debt, Investment Accounts and certificates of deposit.


“Material
Adverse Effect” shall mean any event, change, effect, development, circumstance or condition that has caused or could
reasonably be expected to cause a material adverse change, material adverse effect on and/or material adverse developments with
respect to (i) the business, general affairs, assets, liabilities, operations, management, financial condition, stockholders’
equity or results of operations or value of the Company the Parent, each Subsidiary Guarantor and each of their Subsidiaries taken
as a whole; (ii) the ability of any Grantor fully and timely to perform its Secured Obligations; (iii) the legality, validity,
binding effect or enforceability against a Grantor of any Indenture Document to which it is a party; or (iv) the rights, remedies
and benefits available to, or conferred upon, any Holder or any Secured Party under any Indenture Document.



    	-4-



    	 



    




“Material
Intellectual Property” shall mean any Intellectual Property included in the Collateral that is material to the business
of any Grantor, as determined by such Grantor.


“Member
MSR’s” shall have the meaning assigned in the USAA Consent.


“Notes”
shall have the meaning set forth in the preamble.


“Notes
Obligations” shall mean all obligations of the Company and the Guarantors under the Notes, the Indenture, the Note Guarantees
and the Security Documents, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy
with respect to the Company or such Guarantor, would have accrued on any Notes Obligation, whether or not a claim is allowed against
the Company or such Guarantor for such interest in the related bankruptcy proceeding), premium, fees, expenses, indemnification
or otherwise.


“Organizational
Documents” shall mean with respect to any Person all formation, organizational
and governing documents, instruments and agreements, including (i) with respect to any corporation, its certificate or articles
of incorporation or organization, as amended, supplemented or otherwise modified, and its by-laws, as amended, supplemented or
otherwise modified, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, supplemented
or otherwise modified, and its partnership agreement, as amended, supplemented or otherwise modified, (iii) with respect to any
general partnership, its partnership agreement, as amended, supplemented or otherwise modified and (iv) with respect to any limited
liability company, its articles of organization, as amended, supplemented or otherwise modified, and its operating agreement,
as amended, supplemented or otherwise modified. In the event any term or condition of the Indenture or any other Security Document
requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to
any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental
official.


“Patent
Licenses” shall mean all agreements, licenses and covenants providing for the granting of any right in or to any Patent
or otherwise providing for a covenant not to sue for infringement or other violation of any Patent (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(II)(D) under the heading
“Patent Licenses” (as such schedule may be amended or supplemented from time to time).


“Patents”
shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications
for any of the foregoing, including, without limitation: (i) each patent and patent application required to be listed in Schedule
5.2(II)(C) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) the right to
sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing,
including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter
due and/or payable with respect thereto and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout
the world.


“Parent”
shall have the meaning set forth in the preamble.



    	-5-



    	 



    




“Pledge
Supplement” shall mean an agreement substantially in the form of Exhibit A hereto.


“Pledged
Debt” shall mean, subject to Section 2.2, all indebtedness for borrowed money owed to such Grantor, whether or not evidenced
by any Instrument, including, without limitation, all indebtedness described on Schedule 5.2(I)(F) under the heading “Pledged
Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments,
if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.


“Pledged
Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation
or interests in any equity or profits of any business entity including, without limitation, any trust and all management rights
relating to any entity whose equity interests are included as Pledged Equity Interests.


“Pledged
LLC Interests” shall mean, subject to Section 2.2, all interests in any limited liability company and each series thereof
including, without limitation, all limited liability company interests listed on Schedule 5.2(I)(B) under the heading “Pledged
LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing
such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company
or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member
of the related limited liability company.


“Pledged
Partnership Interests” shall mean, subject to Section 2.2, all interests in any general partnership, limited partnership,
limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule
5.2(I)(C) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from
time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books
and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and
all rights as a partner of the related partnership.


“Pledged
Stock” shall mean, subject to Section 2.2, all shares of capital stock owned by such Grantor, including, without limitation,
all shares of capital stock described on Schedule 5.2(I)(A) under the heading “Pledged Stock” (as such schedule may
be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such
Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to
such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.


“Receivables”
shall mean (i) all “accounts” (as such term is defined in Article 9 of the UCC and (ii) all rights to payment, whether
or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper,
Instrument, General Intangible or Investment Related Property, together with all of Grantor’s rights, if any, in any goods
or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and
all Receivables Records.



    	-6-



    	 



    




“Receivables
Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or
other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards,
invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer
discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession
or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences
of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements
or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments,
or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit
information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any
way to the foregoing or any Receivable.


“Secured
Obligations” shall have the meaning assigned in Section 3.1 hereof.


“Secured
Parties” shall mean the Collateral Trustee, the Trustee and each Holder of the Notes.


“Securities”
shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured
or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”
or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition
of, or any right to subscribe to, purchase or acquire, any of the foregoing.


“Subsidiary
Guarantors” shall have the meaning set forth in the preamble, and their respective successors and assigns.


“Trademark
Licenses” shall mean any and all agreements, licenses and covenants providing for the granting of any right in or to
any Trademark or otherwise providing for a covenant not to sue for infringement, dilution or other violation of any Trademark
or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement required to be listed in Schedule 5.2(II)(F) under the heading “Trademark Licenses” (as
such schedule may be amended or supplemented from time to time).


“Trademarks”
shall mean all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names,
fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or
business identifiers, designs and general intangibles of a like nature, whether or not registered and with respect to any and
all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications
required to be listed in Schedule 5.2(II)(E) under the heading “Trademarks” (as such schedule may be amended or supplemented
from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected
with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future
infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds
of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit
now or hereafter due and/or payable with respect thereto and (vi) all other rights of any kind accruing thereunder or pertaining
thereto throughout the world.



    	-7-



    	 



    




“Trade
Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether
such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule
5.2(II)(G) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to
time).


“Trade
Secrets” shall mean all trade secrets, including all documents and things embodying, incorporating, or referring in
any way to the foregoing, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any
past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the
event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to,
any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely
for purposes of the provisions hereof relating to such perfection, priority or remedies.


“United
States” shall mean the United States of America.


“USAA”
shall mean USAA Federal Savings Bank.


“USAA
Consent” shall mean the Consent and Agreement dated as of January 30, 2013 between the Company and USAA and acknowledged
by GMAC Mortgage, LLC, as in effect on the date hereof.


1.2          Definitions;
Interpretation.


(a)          In
this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than
one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral,
Bank, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary,
Deposit Account, Document, Electronic Chattel Paper, Entitlement Order, Equipment, Farm Products, Fixtures, General Intangibles,
Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible,
Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations,
Tangible Chattel Paper and Uncertificated Security.


(b)          All
other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture. The incorporation by reference of terms defined in the Indenture shall survive any
termination of the Indenture until this agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein
may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein
to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be,
hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language
(such as “without limitation” or “but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such
general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any
conflict or inconsistency exists between this Agreement and the Indenture, the Indenture shall govern. All references herein to
provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.



    	-8-



    	 



    




Section
2.              GRANT OF SECURITY.


2.1          Grant
of Security.


(a)          Each
Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in and continuing
lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including,
but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located
(all of which being hereinafter collectively referred to as the “Collateral”):


(i)           Accounts;




(ii)          Contracts;


(iii)         Chattel
Paper;


(iv)         Documents;


(v)          General
Intangibles;


(vi)         Goods
(including all of its Equipment, Fixtures and Inventory), together with all accessions, additions, attachments, improvements,
substitutions and replacements thereto and therefor;


(vii)        Instruments;


(viii)       Insurance;


(ix)          Intellectual
Property;


(x)           Investment
Related Property (including, without limitation, Deposit Accounts);


(xi)          Letter
of Credit Rights;


(xii)          Money;


(xiii)        Receivables
and Receivables Records;


(xiv)        Commercial
Tort Claims now or hereafter described on Schedule 5.2(III);



    	-9-



    	 



    




(xv)        to
the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support
and Supporting Obligations relating to any of the foregoing; and


(xvi)        to
the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the
foregoing.


(b)          Notwithstanding
anything herein to the contrary, the liens and security interests granted to the Collateral Trustee pursuant to this Agreement
and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of the Intercreditor
Agreements. To the extent that the provisions of this Agreement shall conflict, or shall be inconsistent, with the provisions
of any Intercreditor Agreement, the applicable provisions of such Intercreditor Agreement shall control; provided that nothing
in the Intercreditor Agreement shall limit the rights, protections, immunities or indemnities of the Collateral Trustee under
the Indenture Documents. Notwithstanding anything herein to the contrary, prior to the Discharge of First Priority Obligations
(as defined in the Junior Priority Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral
Trustee shall be deemed satisfied by delivery of such Collateral to the Credit Agreement Agent.


2.2          Certain
Limited Exclusions. Notwithstanding anything herein or in any other Indenture Document to the contrary, in no event shall
the Collateral (as such term is defined herein and used herein) include or the security interest granted under Section 2.1 hereof
attach to:


(a)         
any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and
to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such
Grantor, or (ii) a term, provision or condition of any such lease, license, contract, property right or agreement (unless such
law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security
interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of
any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided,
however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual
or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such
lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further
that the exclusions referred to in this clause (a) shall not include any Proceeds of any such lease, license, contract or
agreement;


(b)        
any
of the outstanding voting capital stock of an Excluded Subsidiary in excess of 65% of all classes of capital stock of such Excluded
Subsidiary; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the
capital stock in an Excluded Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest
granted by each Grantor shall attach to, such greater percentage of capital stock of each Excluded Subsidiary;


(c)        
any
applications for trademarks or service marks filed in the United States Patent and Trademark Office (the “PTO”)
pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the mark in interstate commerce is submitted
to the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d);


(d)        
Excluded Equity Interests;



    	-10-



    	 



    




(e)        
Securitization
Assets and any assets or property subject to a Permitted Lien securing Non-Recourse Indebtedness, Permitted Funding Indebtedness,
Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements;


(f)         
any
Custodial Accounts;


(g)         any
REO Assets;


(h)       
any
Equity Interest issued by a Securitization Entity that cannot be pledged as a result of restrictions in its or its parent’s
Organizational Documents or documents governing or related to its or its subsidiaries’ Indebtedness; provided that,
irrespective of the foregoing, the following assets shall constitute “Collateral”: (1) Unencumbered Servicing Advances,
(2) Specified Deferred Servicing Fees and (3) subject to clause (k) below, Specified MSRs;


(i)         
(x)
any segregated deposit accounts or securities account containing solely deposits that constitute (i) Liens in the ordinary course
of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure
the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money
or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion
of the Collateral on account thereof, or (ii) pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation, in each case, to the extent and for so long as the contract or other agreement
in which such Lien is granted validly prohibits the creation of any other Lien on such property and (y) any property of a person
existing at the time such person is acquired or merged with or into or consolidated with the Company or any Guarantor that is
subject to a Lien securing Indebtedness permitted pursuant to clauses (5) and (6) of the definition of “Permitted Indebtedness”
as set forth in the Indenture; provided that any such Lien shall encumber only those assets which secured such Indebtedness
at the time such assets were acquired by Parent or its Subsidiaries, to the extent and for so long as the contract or other agreement
in which such Lien is granted validly prohibits the creation of any other Lien on such property;


(j)         
Prior
to a Homeward Roll-up Event, all Excluded Homeward Assets and related deferred servicing fees of Homeward and its Subsidiaries
to the extent, and only to the extent, and for so long as such pledge would result in Homeward not being in compliance with the
minimum tangible net worth restrictions of Fannie Mae, Freddie Mac or any state regulatory agency with authority over Homeward
and its Subsidiaries, as applicable; and


(k)        
MSR
Collateral (as such term is defined in the Junior Priority Intercreditor Agreement) and Servicing Agreements related to Specified
MSRs of the Parent and its Subsidiaries entered into with Specified Government Entities, to the extent that the pledge thereof
requires an acknowledgement agreement from any Specified Government Entity; provided that, such Servicing Agreements and
the Specified MSRs subject thereto (other than Servicing Agreements with Fannie Mae and Freddie Mac) shall be not excluded from
Collateral if such acknowledgment agreements are not required as a condition to the creation of a security interest therein in
favor of the Collateral Trustee, including, without limitation, Servicing Agreements and Specified MSRs with Ginnie Mae;


provided,
however, that Excluded Assets shall not include (i) any proceeds, substitutions or replacements of any property referred to
in clauses (a) through (k) above (unless such proceeds, substitutions or replacements would constitute Excluded Assets referred
to in clauses (a) through (k) above) or (ii) any assets of the Company or any Guarantor which secure (or purport to secure) any
First Priority Obligations.



    	-11-



    	 



    




In
addition, (i) if USAA should exercise its right to purchase any Member MSR’s under the USAA Consent, the liens and security
interests of the Collateral Trustee on such Member MSR’s and the net servicing revenue derived therefrom shall be deemed
to be automatically released with no further action on the part of any Person and (ii) if the Collateral Trustee should exercise
its rights to sell any Member MSR’s pursuant to any Security Document, such sale shall be subject to the condition that
the purchaser of any such Member MSR’s enter into an agreement with USAA containing substantially the same provisions as
those set forth in Sections 2 through 7 of the USAA Consent.


Notwithstanding
anything contained herein to the contrary, no Grantor shall be required to (i) take any action to create or perfect any security
interest in the Collateral under the laws of any jurisdiction outside the United States, or (ii) take any action to perfect any
security interest in any aircraft or any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other mobile
equipment covered by certificate of title ownership (except, in each case, the filing of a financing statement).


Section
3.              SECURITY FOR OBLIGATIONS; GRANTORS REMAIN
LIABLE.


3.1          Security
for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or
performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including (x) the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof) and (y) interest and fees accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding), of all Notes Obligations with respect to every Grantor (the “Secured Obligations”).


3.2          Continuing
Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all
obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral
Trustee or any Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including,
without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations
undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral
Trustee nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out
of this Agreement or any other document related thereto nor shall the Collateral Trustee nor any Secured Party have any obligation
to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to
collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating
to Pledged Partnership Interests or Pledged LLC Interests and (iii) the exercise by the Collateral Trustee of any of its rights
hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the
Collateral.



    	-12-



    	 



    




Section
4.              CERTAIN PERFECTION REQUIREMENTS.


4.1          Delivery
Requirements.


(a)          Subject
to the Junior Priority Intercreditor Agreement, with respect to any Certificated Securities included in the Collateral, each Grantor
shall deliver to the Collateral Trustee (or its agent, designee or bailee) the Security Certificates evidencing such Certificated
Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share
transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral
Trustee or in blank. In addition, except as set forth in Section 6.8, each Grantor shall cause any certificates evidencing any
Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly
delivered to the Collateral Trustee regardless of whether such Pledged Equity Interests constitute Certificated Securities.


(b)          Subject
to the Junior Priority Intercreditor Agreement, with respect to any Instruments or Tangible Chattel Paper included in the Collateral,
each Grantor shall deliver to the Collateral Trustee all such Instruments or Tangible Chattel Paper (other than any mortgage loans,
auto dealer floorplan loans, or consumer loans owned by any Grantor in the ordinary course of business) to the Collateral Trustee
duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or
Tangible Chattel Paper having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.


4.2          Control
Requirements.


(a)          With
respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities
Account), each Grantor shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary
or a Securitization Entity) to either (i) subject to the terms of the Junior Priority Intercreditor Agreement, register the Collateral
Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the
form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant
to which such issuer agrees to comply with the Collateral Trustee’s instructions with respect to such Uncertificated Security
without further consent by such Grantor which instructions shall only be given upon the occurrence and during the Continuance
of an Event of Default.


(b)          With
respect to any Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in
the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral
Trustee has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral
Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment
of the proceeds of such letter of credit to the Collateral Trustee.


(c)          With
respect any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect
in any relevant jurisdiction) included in the Collateral (other than any mortgage loans or consumer loans owned by any Grantor
in the ordinary course of business), Grantor shall after Discharge of First Priority Obligations (as defined in the Junior Priority
Intercreditor Agreement) use commercially reasonable efforts to ensure that the Collateral Trustee has Control thereof; provided,
however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a
face amount of less than $1,000,000 individually or $5,000,000 in the aggregate.



    	-13-



    	 



    




4.3          Intellectual
Property Recording Requirements.


(a)          In
the case of any Material Intellectual Property (whether now owned or hereafter acquired) consisting of U.S. Patents and Patent
Licenses in respect of U.S. Patents for which any Grantor is the licensee and the U.S. Patents are specifically identified, Grantor
shall execute and deliver to the Collateral Trustee a Patent Security Agreement in substantially the form of Exhibit E hereto
(or a supplement thereto) covering all such Patents and Patent Licenses in appropriate form for recordation with the U.S. Patent
and Trademark Office with respect to the security interest of the Collateral Trustee.


(b)          In
the case of any Material Intellectual Property (whether now owned or hereafter acquired) consisting of U.S. Trademarks and Trademark
Licenses in respect of U.S. Trademarks for which any Grantor is the licensee and the U.S. Trademarks are specifically identified,
Grantor shall execute and deliver to the Collateral Trustee a Trademark Security Agreement in substantially the form of Exhibit
C hereto (or a supplement thereto) covering all such Trademarks and Trademark Licenses in appropriate form for recordation with
the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Trustee.


(c)          In
the case of any Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights
and Copyright Licenses in respect of U.S. Copyrights for which any Grantor is the licensee and the U.S. Copyright registrations
are specifically identified, Grantor shall execute and deliver to the Collateral Trustee a Copyright Security Agreement in substantially
the form of Exhibit D hereto (or a supplement thereto) covering all such Copyright and Copyright Licenses is in appropriate form
for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Trustee.


4.4          Other
Actions. With respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors
own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, Grantors
shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited
liability company interests in such issuer to the security interest of the Collateral Trustee hereunder and following the occurrence
and during the Continuance of an Event of Default, the transfer of such Pledged Partnership Interests and Pledged LLC Interests
to the Collateral Trustee or its designee, and to the substitution of the Collateral Trustee or its designee as a partner or member
with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment
Related Property to the Collateral Trustee and without limiting the generality of the foregoing consents to the transfer of any
Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Trustee or its designee following the occurrence and
during the Continuance of an Event of Default and to the substitution of the Collateral Trustee or its designee as a partner in
any partnership or as a member in any limited liability company with all the rights and powers related thereto.


4.5          Timing
and Notice. With respect to any Collateral in existence on the Issue Date, each Grantor shall comply with the requirements
of Section 4 on the date hereof and with respect to any Collateral hereafter owned or acquired, such Grantor shall use commercially
reasonable efforts to comply with such requirements within 30 days of Grantor acquiring rights therein. Each Grantor shall promptly
inform the Collateral Trustee of its acquisition of any Collateral for which any action is required by Section 4 hereof (including,
for the avoidance of doubt, the filing of any applications for, or the issuance or registration of, any Patents, Copyrights or
Trademarks).



    	-14-



    	 



    




Section
5.              REPRESENTATIONS AND WARRANTIES.


Each
Grantor hereby represents and warrants, on the Issue Date, that:


5.1          Grantor
Information & Status.


(a)          Schedule
5.1(A) & (B) (as such schedule may be amended or supplemented from time to time) sets forth under the appropriate headings:
(1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts business,
(3) the type of organization of such Grantor, (4) the jurisdiction of organization of such Grantor, (5) its organizational identification
number, if any, and (6) the jurisdiction where the chief executive office or its sole place of business (or the principal residence
if such Grantor is a natural person) is located;


(b)          except
as provided on Schedule 5.1(C), it has not changed its name, jurisdiction of organization, chief executive office or sole place
of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger,
consolidation, change in corporate form or otherwise) and has not done business under any other name, in each case, within the
past five (5) years;


(c)          such
Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name
on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A)
and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates
of domestication, transfer or continuance in any other jurisdiction; and


(d)          no
Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).


5.2          Collateral
Identification, Special Collateral.


(a)          Schedule
5.2 (as such schedule may be amended or supplemented from time to time) sets forth under the appropriate headings all of such
Grantor’s: (1) Pledged Equity Interests, (2) Equity Interests (that would otherwise constitute a Pledged Equity Interest)
to the extent they secure or are the subject of a negative pledge to support Non-Recourse Indebtedness of Parent, the Company
or any other Grantor, (3) Pledged Debt (other than mortgage loans or consumer loans owned by any Grantor in the ordinary
course of business), (4) Securities Accounts included in the Collateral other than any Securities Accounts holding assets with
a market value of less than $1,000,000 individually or $5,000,000 in the aggregate, (5) Deposit Accounts included in the Collateral
other than any Deposit Accounts holding less than $1,000,000 individually or $5,000,000 in the aggregate, (6) Commodity Contracts
and Commodity Accounts, (7) all United States and foreign registrations and issuances of and applications for Patents, Trademarks,
and Copyrights owned by each Grantor, (8) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses
constituting Material Intellectual Property, (9) Commercial Tort Claims other than any Commercial Tort Claims having a value of
less than $500,000 individually and $1,000,000 in the aggregate, and (10) Letter of Credit Rights for letters of credit other
than any Letters of Credit Rights worth less than $500,000, individually or $1,000,000 in the aggregate. Each Grantor shall supplement
such schedules as necessary to ensure that such schedules are accurate on each Increased Amount Date;


(b)          none
of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Health-Care-Insurance
Receivables, (4) timber to be cut or (5) aircraft, aircraft engines, satellites, ships or railroad rolling stock. No material
portion of the collateral consists of motor vehicles or other goods subject to a certificate of title statute of any jurisdiction;


(c)          all
information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects; and


(d)          not
more than 10% of the value of all personal property included in the Collateral other than the Equity Interests of Foreign Subsidiaries
of the Parent located in any country other than the United States.



    	-15-



    	 



    




5.3          Ownership
of Collateral and Absence of Other Liens.


(a)          such
Grantor owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral
and, as to all Collateral whether now existing or hereafter acquired, developed or created (including by way of lease or license),
will continue to own or have such rights in each item of the Collateral (except as otherwise permitted by the Indenture), in each
case free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, liens arising
as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into
by another Person other than, in the case of priority only, any Permitted Liens; and


(b)          other
than any financing statements filed in favor of the Collateral Trustee, no effective financing statement, fixture filing or other
instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording
office except for (x) financing statements filed (i) in connection with Permitted Liens or (ii) by individuals with respect to
claims that do not constitute Liens. Other than the Collateral Trustee and any automatic control in favor of a Bank, Securities
Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in
Control of any Collateral.


5.4          Status
of Security Interest.


(a)          upon
the filing of financing statements naming each Grantor as “debtor” and the Collateral Trustee as “secured party”
and describing the Collateral in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such
schedule may be amended or supplemented from time to time), the security interest of the Collateral Trustee in all Collateral
that can be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction
will constitute a valid, perfected, second priority Lien in favor of the Collateral Trustee subject in the case of priority only,
to any Permitted Liens with respect to Collateral. Each agreement purporting to give the Collateral Trustee Control over any Collateral
is effective to establish the Collateral Trustee’s Control of the Collateral subject thereto;


(b)          to
the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of
the security interests granted hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses in the applicable
intellectual property registries, including but not limited to the United States Patent and Trademark Office and the United States
Copyright Office, the security interests granted to the Collateral Trustee hereunder shall constitute valid, perfected, second
priority Liens (subject, in the case of priority only, to Permitted Liens);


(c)          no
authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory
body or any other Person is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in
favor of the Collateral Trustee hereunder or (ii) the exercise by Collateral Trustee of any rights or remedies in respect of any
Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the
filings contemplated by clause (a) above, (B) as may be required, in connection with the disposition of any Investment Related
Property, by laws generally affecting the offering and sale of Securities and (C) any consents needed to transfer the servicing
under any servicing agreement to any successor servicer; and


(d)          each
Grantor is in compliance with its obligations under Section 4 hereof.



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5.5          Pledged
Equity Interests, Investment Related Property.


(a)          it
is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there
are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding
with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;


(b)          no
consent of any Person including any other general or limited partner, any other member of a limited liability company, any other
shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or second priority
status of the security interest of the Collateral Trustee in any Pledged Equity Interests or the exercise by the Collateral Trustee
of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have
been obtained; and


(c)          all
of the Pledged LLC Interests and Pledged Partnership Interests either (i) are or represent interests that by their terms provide
that they are securities governed by the uniform commercial code of an applicable jurisdiction or (ii)(A) are not traded on securities
exchanges or in securities markets, (B) are not “investment company securities” (as defined in Section 8-103(b) of
the UCC) and (C) do not provide, in the related operating or partnership agreement, as applicable, certificates, if any, representing
such Pledged LLC Interests or Pledged Partnership Interests, as applicable, or otherwise that they are securities governed by
the Uniform Commercial Code of any jurisdiction.


5.6          Intellectual
Property.


(a)          to
the best of such Grantor’s knowledge: it is the sole and exclusive owner of the entire right, title, and interest in and
to all Intellectual Property listed on Schedule 5.2(II) (as such schedule may be amended or supplemented from time to time), or
owns or has the right to use and, where such Grantor does so, sublicense others to use, all other Material Intellectual Property,
free and clear of all Liens, claims and encumbrances, except for Permitted Liens and the licenses set forth on Schedule 5.2(II)
(as such schedule may be amended or supplemented from time to time);


(b)          to
the best of such Grantor’s knowledge: all Material Intellectual Property of such Grantor is subsisting and has not been
adjudged invalid or unenforceable, in whole or in part, nor, in the case of Patents, is any of the Intellectual Property the subject
of a reexamination proceeding, and such Grantor has performed all acts reasonably necessary and has paid all renewal, maintenance,
and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks
of such Grantor constituting Material Intellectual Property in full force and effect;


(c)          to
the best of the Grantor’s knowledge and excluding Intellectual Property that is the subject of a pending application: all
Material Intellectual Property is valid and enforceable; no holding, decision, ruling, or judgment has been rendered in any action
or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of, or such Grantor’s
right to register, own or use, any Material Intellectual Property of such Grantor, and no such action or proceeding is pending
or, to the best of such Grantor’s knowledge, threatened;



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(d)          to
the best of the Grantor’s knowledge: all registrations, issuances and applications for Copyrights, Patents and Trademarks
of such Grantor are standing in the name of such Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned
by such Grantor has been licensed by such Grantor to any Affiliate or third party, except as disclosed in Schedule 5.2(II) (as
such schedule may be amended or supplemented from time to time);


(e)          such
Grantor has not made a previous assignment, sale, transfer, exclusive license or similar arrangement constituting a present or
future assignment, sale, transfer, exclusive license or similar arrangement of any Material Intellectual Property that has not
been terminated or released;


(f)          such
Grantor generally used appropriate statutory notice of registration in connection with its use of its registered Trademarks and
proper marking practices in connection with the use of Patents constituting Material Intellectual Property;


(g)          such
Grantor has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets constituting Material Intellectual
Property;


(h)          such
Grantor controls the nature and quality of all products sold and all services rendered under or in connection with all Trademarks
of such Grantor and has taken all action reasonably necessary to insure that all licensees of the Trademarks owned by such Grantor
comply with such Grantor’s standards of quality, in each case, to the extent constituting Material Intellectual Property;
and


(i)          to
the best of such Grantor’s knowledge: the conduct of such Grantor’s business does not infringe, misappropriate, dilute
or otherwise violate any Intellectual Property right of any other Person; and no claim has been made that the use of any Material
Intellectual Property owned or used by such Grantor (or any of its respective licensees) infringes, misappropriates, dilutes or
otherwise violates the asserted rights of any other Person, and no demand that such Grantor enter into a license or co-existence
agreement has been made but not resolved.


Section
6.             COVENANTS AND AGREEMENTS.


Each
Grantor hereby covenants and agrees that:


6.1          Grantor
Information & Status.


(a)          Without
limiting any prohibitions or restrictions on mergers or other transactions set forth in the Indenture, it shall not change such
Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole
place of business (or principal residence if such Grantor is a natural person), chief executive office, type of organization or
jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Trustee in writing
at least thirty (30) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure,
sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization
or trade name and providing such other information in connection therewith as the Collateral Trustee may reasonably request and
(b) taken all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Collateral
Trustee’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case
of any merger or other change in corporate structure shall include, without limitation, executing and delivering to the Collateral
Trustee a completed Pledge Supplement, substantially in the form of Annex A attached hereto together with all Supplements to Schedules
thereto, upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.



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6.2          Collateral
Identification; Special Collateral.


(a)          in
the event that it hereafter acquires any Collateral of a type described in Section 5.2(b) hereof, it shall promptly notify the
Collateral Trustee thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s
expense as necessary (or as the Collateral Trustee may reasonably request) in order to ensure that the Collateral Trustee has
a valid, perfected, second priority security interest in such Collateral, subject in the case of priority only, to any Permitted
Liens. Notwithstanding the foregoing, no Grantor shall be required to notify the Collateral Trustee or take any such action unless
such Collateral is of a material value or is material to such Grantor’s business; and


(b)          in
the event that it hereafter acquires or has any Commercial Tort Claim in excess of $500,000 individually or $1,000,000 in the
aggregate it shall deliver to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached
hereto, together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.


6.3          Ownership
of Collateral and Absence of Other Liens.


(a)          except
for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any
of the Collateral, other than Permitted Liens, and such Grantor shall defend the Collateral against all Persons at any time claiming
any interest therein;


(b)          upon
such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Trustee in writing
of any event that is reasonably likely to have a Material Adverse Effect on the value of the Collateral or any material portion
thereof, the ability of any Grantor or the Collateral Trustee to dispose of the Collateral or any material portion thereof, or
the rights and remedies of the Collateral Trustee in relation thereto, including, without limitation, the levy of any legal process
against the Collateral or any material portion thereof; and


(c)          it
shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to another Person any Collateral
except as otherwise permitted by the Indenture.


6.4          Status
of Security Interest.


(a)          Subject
to the limitations set forth in subsection (b) of this Section 6.4 and except as otherwise permitted by the Indenture, each Grantor
shall maintain the security interest of the Collateral Trustee hereunder in all Collateral as valid, perfected, second priority
Liens (subject, in the case of priority only, to Permitted Liens).


(b)          Notwithstanding
the foregoing (or anything else to the contrary herein or in any other Security Document), no Grantor shall be required to take
any action to (i) perfect a security interest in any Collateral that can only be perfected by Control, (ii) make foreign filings
with respect to Intellectual Property or (iii) make any filings with registrars of motor vehicles or similar governmental authorities
with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof.


6.5          Receivables.


(a)          it
shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited
to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted
on the Receivables, all merchandise returned and all other dealings therewith;



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(b)          other
than in the ordinary course of business or as permitted by the Indenture Documents, following and during the continuation of an
Event of Default, (i) it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which
could reasonably be expected to have a material adverse effect on the value of such Receivable; and (ii) it shall not (w) grant
any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding
with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable
for the payment thereof, or (z) allow any credit or discount thereon; and


(c)          subject
to the terms of the Junior Priority Intercreditor Agreement, at any time following the occurrence and during the continuation
of an Event of Default, the Collateral Trustee shall have the right to notify, or require any Grantor to notify, any Account Debtor
of the Collateral Trustee’s security interest in the Receivables and any Supporting Obligation and, in addition, the Collateral
Trustee may: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such
Grantor thereunder directly to the Collateral Trustee; (2) notify, or require any Grantor to notify, each Person maintaining a
lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all
amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to the Collateral Trustee; and (3) enforce, at the expense of such Grantor, collection of any such Receivables
and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might
have done. If the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the
preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business
Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee and until
so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables,
any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Trustee hereunder
and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or
payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount
thereon.


6.6          Pledged
Equity Interests, Investment Related Property.


(a)          Except
as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity
Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any
Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or other
property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take
all steps, if any, necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee
over such Investment Related Property (including, without limitation, subject to the Junior Priority Intercreditor Agreement,
delivery thereof to the Collateral Trustee to the extent otherwise required pursuant to this Agreement) and pending any such action
such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit
of the Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property
of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be Continuing, the Collateral
Trustee authorizes each Grantor to retain all cash dividends and distributions paid in the normal course of the business of the
issuer and consistent with the past practice of the issuer and all payments of interest;


(b)          Voting.



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(i)           So
long as no Event of Default shall have occurred and be Continuing, except as otherwise provided under the covenants and agreements
relating to Investment Related Property in this Agreement or elsewhere herein or in the Indenture, each Grantor shall be entitled
to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property
or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, no Grantor
shall exercise or refrain from exercising any such right without the prior written consent of the Collateral Trustee (as directed
by a majority of Holders in aggregate principal amount of Notes) if such action would have a Material Adverse Effect on the value
of the Collateral; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s
consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders
or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise
permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture
within the meaning of this Section 6.6(b)(i); and


(ii)          Upon
the occurrence and during the continuation of an Event of Default:


(1)          all
rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise
be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Trustee
who shall thereupon have the sole right to exercise such voting and other consensual rights; and


(2)          in
order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise
pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor
shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all proxies, dividend payment
orders and other instruments as the Collateral Trustee may from time to time reasonably request and (2) each Grantor acknowledges
that the Collateral Trustee may utilize the power of attorney set forth in Section 8.1; and


(c)          Except
to the extent not prohibited by the Indenture, without the prior written consent of the Collateral Trustee (as directed by a majority
of Holders in aggregate principal amount of Notes), it shall not vote to enable or take any other action to: (i) amend or terminate
any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational
documents in any way that materially changes the rights of such Grantor with respect to any Investment Related Property or adversely
affects the validity, perfection or priority of the Collateral Trustee’s security interest, (ii) permit any Subsidiary that
is an issuer of any Pledged Equity Interest to issue any additional stock, partnership interests, limited liability company interests
or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange
for any stock or other equity interest of any nature of such issuer, (iii) permit any issuer of any Pledged Equity Interest to
dispose of all or a material portion of their assets, (iv) waive any default under or breach of any terms of organizational document
relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt consisting of intercompany debt or (v)
cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC)
on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests
to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer
of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause
(v), such Grantor shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall
take all steps necessary or advisable to establish the Collateral Trustee’s “control” thereof; and



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(d)          Except
to the extent not prohibited by the Indenture, without the prior written consent of the Collateral Trustee (as directed by a majority
of Holders in aggregate principal amount of Notes), it shall not permit any issuer of any Pledged Equity Interest to merge or
consolidate unless (i) all the outstanding capital stock or other equity interests of the surviving or resulting corporation,
limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities
or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided
that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled
Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2 and (ii)
Grantor promptly complies with the delivery and control requirements of Section 4 hereof.


(e)          Such
Grantor covenants and agrees that, without the prior express written consent of the Collateral Trustee (as directed by a majority
of Holders in aggregate principal amount of Notes), it will not agree to any election by any limited liability company or partnership,
as applicable, to treat the Pledged LLC Interests or Pledged Partnership Interests, as applicable, as securities governed by the
Uniform Commercial Code of any jurisdiction and in any event will promptly notify the Collateral Trustee in writing if the representation
set forth in Section 5.5(c) becomes untrue for any reason and, in such event, take such action as necessary (or as the Collateral
Trustee may reasonably request) in order to establish the Collateral Trustee’s “control” (within the meaning
of Section 8-106 of the New York UCC) over such Pledged LLC Interests or Pledged Partnership Interests, as applicable. Such Grantor
shall not consent to any amendment to any related operating or partnership agreement, as applicable, that would render the representation
in Section 5.5(c) to no longer be true and correct.


6.7         
Intellectual Property.


(a)          Except
in each case as shall be consistent with commercially reasonable business judgment, it shall not do any act or omit to do any
act whereby any of the Material Intellectual Property, as determined at the time of the determination, may lapse, or become abandoned,
canceled, dedicated to the public, forfeited, unenforceable or otherwise impaired, or which would adversely affect the validity,
grant, or enforceability of the security interest granted therein;


(b)          it
shall not, with respect to any Trademarks constituting Material Intellectual Property at the time, cease the use of any of such
Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at
a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor
shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality;


(c)          it
shall promptly notify the Collateral Trustee if it receives any demand or threat or is the subject of any claim in a formal proceeding
before a tribunal of competent authority of which it knows or has reason to know that any item of Material Intellectual Property
is or has become, or may become, (i) abandoned or dedicated to the public or placed in the public domain, (ii) invalid or unenforceable,
(iii) subject to any adverse determination (including the institution of, or any adverse claim with respect to, any action or
proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign
counterpart of the foregoing, or any court) or (iv) the subject of any reversion or termination rights;



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(d)          except
in each case as shall be consistent with commercially reasonable business judgment, it shall take all reasonable steps, including
in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, any state registry
or any foreign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark,
Patent, and Copyright owned by any Grantor and constituting Material Intellectual Property which is now or shall become included
in the Intellectual Property including, but not limited to, those items on Schedule 5.2(II) (as such schedule may be amended or
supplemented from time to time); and


(e)          it
shall use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party
of any provision that could or may in any way materially impair or prevent the creation of a security interest in, or the assignment
of, such Grantor’s rights and interests in any property included within the definitions of any Material Intellectual Property
acquired under such contracts.


Section
7.             ACCESS; RIGHT OF INSPECTION AND FURTHER
ASSURANCES; ADDITIONAL GRANTORS.


7.1          Access;
Right of Inspection. The Collateral Trustee shall (at such Grantor’s expense) at all times have full and free access
(following reasonable advance notice) during normal business hours to all the books, correspondence and records of each Grantor,
and the Collateral Trustee and its representatives may (but shall not be obligated to) examine the same, take extracts therefrom
and make photocopies thereof, and each Grantor agrees to render to the Collateral Trustee, at such Grantor’s cost and expense,
such clerical and other assistance as may be reasonably requested with regard thereto. The Collateral Trustee and its representatives
shall at all times (following reasonable advance notice) also have the right (but not the obligation) to enter any premises of
each Grantor and inspect any property of each Grantor (during normal business hours) where any of the Collateral of such Grantor
granted pursuant to this Agreement is located for the purpose of inspecting the same, observing its use or otherwise protecting
its interests therein.


7.2          Further
Assurances.


(a)          Each
Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary, or that the Collateral Trustee may reasonably request,
in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported
to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect
to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:


(i)          file
such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property and execute
and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary or desirable,
or as the Collateral Trustee may reasonably request, in order to effect, reflect, perfect and preserve the security interests
granted or purported to be granted hereby;


(ii)         take
all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in
any Intellectual Property with any United States intellectual property registry in which said Intellectual Property is registered
or issued or in which an application for registration or issuance is pending including, without limitation, the United States
Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State;



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(iii)          at
any reasonable time, upon reasonable request by the Collateral Trustee, assemble the Collateral and allow inspection of the Collateral
by the Collateral Trustee, or persons designated by the Collateral Trustee;


(iv)          appear
in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Trustee’s security
interest in all or any part of the Collateral; and


(v)          furnish
the Collateral Trustee with such information regarding the Collateral, including, without limitation, the location thereof, as
the Collateral Trustee may reasonably request from time to time.


(b)          Without
limiting its obligations hereunder, each Grantor hereby authorizes the Collateral Trustee to file a Record or Records, including,
without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements
to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Trustee may determine, in its sole
discretion, are necessary to perfect or otherwise protect the security interest granted to the Collateral Trustee herein. Such
financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description
of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion,
is necessary to ensure the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including,
without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created”
or words of similar effect. Each Grantor shall furnish to the Collateral Trustee from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Trustee may
reasonably request, all in reasonable detail.


(c)          Each
Grantor hereby authorizes the Collateral Trustee to modify this Agreement after obtaining such Grantor’s approval of or
signature to such modification by amending Schedule 5.2 (as such schedule may be amended or supplemented from time to time) to
include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired
or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual
Property in which any Grantor no longer has or claims any right, title or interest.


7.3          Additional
Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors
(each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement
to the Collateral Trustee, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall
be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder. This
Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person
becomes or fails to become or ceases to be a Grantor hereunder.


Section
8.              COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.


8.1           Power
of Attorney. Each Grantor hereby irrevocably appoints the Collateral Trustee (such appointment being coupled with an interest)
as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor,
the Collateral Trustee or otherwise, from time to time in the Collateral Trustee’s discretion to take any action and to
execute any instrument that the Collateral Trustee may deem reasonably necessary to accomplish the purposes of this Agreement,
including, without limitation, the following:



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(a)          upon
the occurrence and during the Continuance of any Event of Default, to obtain and adjust insurance required to be maintained by
such Grantor or paid to the Collateral Trustee pursuant to the Indenture;


(b)          upon
the occurrence and during the Continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive
and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;


(c)          upon
the occurrence and during the Continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments,
documents and chattel paper in connection with clause (b) above;


(d)          upon
the occurrence and during the Continuance of any Event of Default, to file any claims or take any action or institute any proceedings
that the Collateral Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce
the rights of the Collateral Trustee with respect to any of the Collateral;


(e)          upon
the occurrence and during the Continuance of any Event of Default, to prepare and file any UCC financing statements against such
Grantor as debtor;


(f)          upon
the occurrence and during the Continuance of any Event of Default, to prepare, sign, and file for recordation in any United States
intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property
in the name of such Grantor as debtor;


(g)          upon
the occurrence and during the Continuance of any Event of Default, to take or cause to be taken all actions necessary to perform
or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or
discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality
or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Trustee in its sole discretion,
any such payments made by the Collateral Trustee to become obligations of such Grantor to the Collateral Trustee, due and payable
immediately without demand; and


(h)          upon
the occurrence and during the Continuance of any Event of Default generally to sell, transfer, lease, license, pledge, make any
agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee
were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee’s option and such Grantor’s
expense, at any time or from time to time, all acts and things that the Collateral Trustee deems reasonably necessary to protect,
preserve or realize upon the Collateral and the Collateral Trustee’s security interest therein in order to effect the intent
of this Agreement, all as fully and effectively as such Grantor might do.


8.2          No
Duty on the Part of Collateral Trustee or Secured Parties. The powers conferred on the Collateral Trustee hereunder are solely
to protect the interests of the Secured Parties in the Collateral and shall not impose any duty or obligation upon the Collateral
Trustee or any Secured Party to exercise any such powers. The Collateral Trustee and the Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers,
directors, employees or agents shall be responsible for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.



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Section
9.              REMEDIES.


9.1          Generally.


(a)          If
any Event of Default shall have occurred and be Continuing, subject to any Intercreditor Agreement, the Collateral Trustee may
exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available
to it at law or in equity, all the rights and remedies of the Collateral Trustee on default under the UCC (whether or not the
UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration
or otherwise, and also may pursue any of the following separately, successively or simultaneously:


(i)          
require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the
Collateral Trustee forthwith, assemble all or part of the tangible Collateral as directed by the Collateral Trustee and make
it available to the Collateral Trustee at a place to be designated by the Collateral Trustee that is reasonably convenient to
both parties;


(ii)          enter
onto the property where any Collateral is located and take possession thereof with or without judicial process;


(iii)         prior
to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral
for disposition in any manner to the extent the Collateral Trustee deems appropriate; and


(iv)         without
notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise
dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Trustee’s
offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such
other terms as the Collateral Trustee may deem commercially reasonable.


(b)          The
Collateral Trustee or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to
the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market
or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Trustee, as
collateral trustee for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC,
to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the
Collateral Trustee at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption,
stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’
notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or
any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or
that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims
against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such
a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts
the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition
of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees
of any attorneys employed by the Collateral Trustee to collect such deficiency. Each Grantor further agrees that a breach of any
of the covenants contained in this Section will cause irreparable injury to the Collateral Trustee, that the Collateral Trustee
has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this
Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to
the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit
the rights of the Collateral Trustee hereunder.



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(c)          The
Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically
disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral.


(d)          The
Collateral Trustee shall have no obligation to marshal any of the Collateral.


9.2          Application
of Proceeds. Subject to the Intercreditor Agreements, except as expressly provided elsewhere in this Agreement, all proceeds
received by the Collateral Trustee in respect of any sale of, any collection from, or other realization upon all or any part of
the Collateral shall be applied in full or in part by the Collateral Trustee against, the Secured Obligations in the following
order of priority: first, to the payment of all reasonable costs and expenses of such sale, collection or other realization,
including reasonable compensation to the Trustee, the Collateral Trustee and their agents and counsel, and all other expenses,
liabilities and advances made or incurred by the Trustee or the Collateral Trustee in connection therewith, and all amounts for
which the Trustee or the Collateral Trustee is entitled to indemnification under the Indenture Documents and all advances made
by the Collateral Trustee hereunder for the account of the applicable Grantor, and to the payment of all reasonable costs and
expenses paid or incurred by the Collateral Trustee in connection with the exercise of any right or remedy hereunder or under
the Indenture Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such
proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Holders of the Notes; and third,
to the extent of any excess of such proceeds, to the to the Company or to such party as a court of competent jurisdiction shall
direct including any Guarantor, if applicable.


9.3          Sales
on Credit. If the Collateral Trustee sells any of the Collateral upon credit, Grantor will be credited only with payments
actually made by purchaser and received by Collateral Trustee and applied to indebtedness of the purchaser. In the event the purchaser
fails to pay for the Collateral, Collateral Trustee may resell the Collateral and Grantor shall be credited with proceeds of the
sale.


 







9.4          Investment
Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable
state securities laws, the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment
Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities
Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment
Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor
acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale
without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and,
notwithstanding such circumstances, each Grantor agrees that any such private sale shall not be deemed to have been made in a
commercially unreasonable manner solely as a result of such limitation and that the Collateral Trustee shall have no obligation
to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary
to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Trustee determines
to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall
cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to
time to furnish to the Collateral Trustee all such information as the Collateral Trustee may reasonably request in order to determine
the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by
the Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange
Commission thereunder, as the same are from time to time in effect.



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9.5          Grant
of Intellectual Property License. For the purpose of enabling the Collateral Trustee, during the Continuance of an Event of
Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Trustee shall be lawfully entitled
to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Trustee, to the extent
assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor),
subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the
risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter
acquired, developed or created by such Grantor, wherever the same may be located. Such license shall include access to all media
in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout
hereof.


9.6          Intellectual
Property.


(a)          Anything
contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence
and during the continuance of an Event of Default:


(i)          the
Collateral Trustee shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding
in the name of any Grantor, the Collateral Trustee or otherwise, in the Collateral Trustee’s sole discretion, to enforce
any Intellectual Property rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Trustee,
do any and all lawful acts and execute any and all documents reasonably required by the Collateral Trustee in aid of such enforcement
and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Trustee as provided in Section 7.07 of the
Indenture in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Trustee
shall elect not to bring suit to enforce any Intellectual Property rights as provided in this Section 9.6, each Grantor agrees
to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation,
dilution or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose
agrees to diligently maintain any action, suit or proceeding against any Person so infringing, misappropriating, diluting or otherwise
violating, as shall be necessary to prevent such infringement, misappropriation, dilution or other violation;


 







(ii)          upon
written demand from the Collateral Trustee, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Trustee
or such Collateral Trustee’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property
and shall execute and deliver to the Collateral Trustee such documents as are necessary or appropriate to carry out the intent
and purposes of this Agreement;



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(iii)          each
Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to
the extent that the Collateral Trustee (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization
upon, any such Intellectual Property;


(iv)          within
five (5) Business Days after written notice from the Collateral Trustee, each Grantor shall make available to the Collateral Trustee,
to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such
Event of Default as the Collateral Trustee may reasonably designate, by name, title or job responsibility, to permit such Grantor
to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor
under or in connection with any Trademarks or Trademark Licenses, such persons to be available to perform their prior functions
on the Collateral Trustee’s behalf and to be compensated by the Collateral Trustee at such Grantor’s expense on a
per diem, pro rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default;
and


(v)          the
Collateral Trustee shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due
or to become due to such Grantor in respect of the Intellectual Property of such Grantor, of the existence of the security interest
created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Trustee, and, upon such
notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise
the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done; it being understood
and agreed that


(1)          all
amounts and proceeds (including checks and other instruments) received by such Grantor in respect of amounts due to such Grantor
in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Trustee hereunder,
shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Trustee in
the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section
9.7 hereof; and


(2)          such
Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor
with respect thereto or allow any credit or discount thereon.


(b)          If
(i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be
Continuing, (ii) no other Event of Default shall have occurred and be Continuing, (iii) an assignment or other transfer to the
Collateral Trustee of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously
made and shall have become absolute and effective and (iv) the Secured Obligations shall not have become immediately due and payable,
upon the written request of any Grantor, the Collateral Trustee shall promptly execute and deliver to such Grantor, at such Grantor’s
sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title
and interests as may have been assigned to the Collateral Trustee as aforesaid, subject to any disposition thereof that may have
been made by the Collateral Trustee; provided, after giving effect to such reassignment, the Collateral Trustee’s
security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Trustee granted hereunder,
shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned
shall be free and clear of any other Liens granted by or on behalf of the Collateral Trustee and the Secured Parties.



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9.7          Cash
Proceeds; Deposit Accounts.


(a)          If
any Event of Default shall have occurred and be Continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5
with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and
other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral
Trustee, segregated from other funds of such Grantor, and upon request by the Collateral Trustee shall, forthwith upon receipt
by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor
to the Collateral Trustee, if required) and held by the Collateral Trustee. Any Cash Proceeds received by the Collateral Trustee
(whether from a Grantor or otherwise) may, in the sole discretion of the Collateral Trustee, (A) be held by the Collateral Trustee
for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured)
and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and
owing.


Section
10.            COLLATERAL AGENT.


The
Collateral Trustee has been appointed to act as Collateral Trustee hereunder by the Holders of the Notes. The Collateral Trustee
shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising
any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral),
solely in accordance with this Agreement and the Indenture. In furtherance of the foregoing provisions of this Section, each Secured
Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral
hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely
by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the
Indenture relating to the Collateral Trustee or the Trustee, if applicable, including, without limitation, the provisions relating
to resignation or removal of the Collateral Trustee and the protections, rights, indemnities, powers and duties and immunities
of the Collateral Trustee are incorporated herein by this reference and shall survive any termination of the Indenture or removal
or resignation of the Collateral Trustee or Trustee, if applicable.


In
connection with exercising any right or discretionary duty hereunder (including, without limitation, the exercise of any rights
following the occurrence of an Event of Default), the Collateral Trustee shall be entitled to request and rely upon the direction
of Holders of a majority in aggregate outstanding amount of the Notes to direct the Collateral Trustee pursuant to the Indenture.
The Collateral Trustee shall not have any liability for taking any action at such direction or for its failure to take any action
pending the receipt of such direction. The Collateral Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement, and it shall not be responsible for any statement or recital in this Agreement. Neither
the Collateral Trustee nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement;
(ii) the performance or observance of any of the covenants or agreements of the Company herein; or (iii) the receipt of items
required to be delivered to the Collateral Trustee.



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Section
11.            CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE
INDENTURE DOCUMENTS.


11.1        Continuing
Security Interest; Assignment. This Agreement shall create a continuing security interest in the Collateral and shall remain
in full force and effect until the payment in full of all Secured Obligations and inure, together with the rights and remedies
of the Collateral Trustee hereunder, to the benefit of the Collateral Trustee and its successors, transferees and assigns. Without
limiting the generality of the foregoing, any Secured Party may assign or otherwise transfer any indebtedness held by it secured
by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof
granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Indenture.


11.2        Termination;
Release. A Grantor shall automatically be released from its obligations hereunder and/or the security interests in any Collateral
securing the Note Obligations shall in each case be automatically released upon the occurrence of any of the circumstances set
forth in Section 11.02 of the Indenture without delivery of any instrument or performance of any act by any party. Upon any such
termination and delivery of the documents referenced in Section 13.04 of the Indenture, the Collateral Trustee shall, at the Grantors’
expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request,
including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Indenture,
the related Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to
the applicable Grantor with no further action on the part of any Person. The Collateral Trustee shall, at the applicable Grantor’s
expense and upon delivery of the documents referenced in Section 13.04 of the Indenture, execute and deliver or otherwise authorize
the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral
Trustee, including financing statement amendments to evidence such release.


Section
12.            STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.


The
powers conferred on the Collateral Trustee hereunder are solely to protect its interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining
to any Collateral. The Collateral Trustee shall be deemed to have exercised reasonable care in the custody and preservation of
Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Trustee
accords its own property. Neither the Collateral Trustee nor any of its directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails
to perform any agreement contained herein, the Collateral Trustee may itself perform, or cause performance of, such agreement,
and the expenses of the Collateral Trustee incurred in connection therewith shall be payable by each Grantor under Section 7.07
of the Indenture.



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Section
13.            [RESERVED].


Section
14.            [RESERVED].


Section
15.            MISCELLANEOUS.


Any
notice required or permitted to be given under this Agreement shall be given in accordance with Section 13.02 of the Indenture.
No failure or delay on the part of the Collateral Trustee in the exercise of any power, right or privilege hereunder or under
any other Indenture Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Indenture Documents
are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected
or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or
condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Trustee and Grantors and their
respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Trustee given in accordance
with the Indenture, assign any right, duty or obligation hereunder. This Agreement and the other Indenture Documents embody the
entire agreement and understanding among Grantors and the Collateral Trustee and supersede all prior agreements and understandings
among such parties relating to the subject matter hereof and thereof. Accordingly, the Security Documents may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among
the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same document.


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT
MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE
EFFECT OF PERFECTION OF THE SECURITY INTEREST).



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SUBJECT
TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GRANTOR ARISING OUT OF OR RELATING HERETO
OR ANY OTHER INDENTURE DOCUMENT, OR ANY OF THE OBLIGATIONS, WILL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
IN THE STATE, COUNTY AND CITY OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH
GRANTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, HEREBY EXPRESSLY AND IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY
THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER
ANY SECURITY AGREEMENT GOVERNED BY ANY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT
THERETO); (B) WAIVES (I) JURISDICTION AND VENUE OF COURTS IN ANY OTHER JURISDICTION IN WHICH IT MAY BE ENTITLED TO BRING SUIT
BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE AND (II) ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE
OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE GRANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH THIS SECTION 15; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE
(C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE GRANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT,
AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE COLLATERAL TRUSTEE RETAINS THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER
JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


EACH
OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER INDENTURE DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF THIS TRANSACTION OR THE COLLATERAL TRUSTEE/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON
THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
15 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS HERETO OR ANY OF THE OTHER INDENTURE DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE NOTES.
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


[Remainder
of page intentionally left blank]




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IN
WITNESS WHEREOF, each Grantor and the Collateral Trustee have caused this Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the date first written above.


	 	OCWEN LOAN SERVICING, LLC,
	 	 	as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OCWEN FINANCIAL CORPORATION,
	 	 	as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	OCWEN MORTGAGE SERVICING, INC.,
	 	 	as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HOMEWARD RESIDENTIAL HOLDINGS, INC., as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HOMEWARD RESIDENTIAL, INC., as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	AUTOMOTIVE CAPITAL SERVICES, INC., as Grantor
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as 
	 	 	Collateral Trustee
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:
	 	 	 


[Signature
Page to Pledge and Security Agreement]
 
    	 



    	 



    


 



SCHEDULE
5.1


TO PLEDGE AND SECURITY AGREEMENT


GENERAL
INFORMATION


		(A)	Full
                                         Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole
                                         Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification
                                         Number of each Grantor:



	Full
    Legal Name	Type
    of Organization	Jurisdiction
    of Organization	Chief
Executive

Office/Sole Place of Business (or Residence if Grantor 

is a Natural Person)
	Organization
    I.D.#


 


		(B)	Other
                                         Names (including any Trade Name or Fictitious Business Name) under which each Grantor
                                         currently conducts business:



	Full
    Legal Name 	Trade
    Name or Fictitious Business Name


 


		(C)	Changes
                                         in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business
                                         (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within
                                         past five (5) years:



	Grantor	Date
    of Change	Description
                                         of Change




    	Schedule 5.1-1



    	 



    

 



SCHEDULE
5.2


TO PLEDGE AND SECURITY AGREEMENT


COLLATERAL
IDENTIFICATION


I.          INVESTMENT
RELATED PROPERTY


(A)       Pledged
Stock:




	Grantor	Stock

    Issuer	Class
    of Stock	Certificated
    (Y/N)	Stock
    Certificate No.	Par
    Value	No.
    of Pledged Stock	Percentage
    of Outstanding Stock of the Stock

    Issuer
	 	 	 	 	 	 	 	 


 


(B)       Pledged
LLC Interests:





	Grantor	Limited
    Liability Company	Certificated
    (Y/N)	Certificate
    No. (if any)	No.
    of Pledged Units	Percentage
    of Outstanding LLC Interests of the Limited Liability Company
	 	 	 	 	 	 


 


(C)       Pledged
Partnership Interests:




	 

        Grantor
	 

        Partnership
	Type
    of Partnership Interests (e.g., general or limited)	 

        Certificated
        (Y/N)
	 

        Certificate
No.

(if any)
	Percentage
    of Outstanding Partnership Interests of the Partnership
	
	
	
	
	 
	



 


(D)       Trust
Interests or other Equity Interests not listed above:




	 

        Grantor
	 

        Trust
	 

        Class
        of Trust Interests
	 

        Certificated
        (Y/N)
	 

        Certificate
        No.



        (if
        any)
	Percentage
    of Outstanding Trust Interests of the Trust
	
	 
	
	
	
	





    	Schedule 5.2-1



    	 



    

(E)       Excluded
Equity Interests


 


	 

        Grantor
	 

        Stock
        Issuer /LLC/Partnership/Trust
	 

        Class
        of Stock/Type of Partnership/ Class of Trust Interests
	 

        Certificated
        (Y/N)
	 

        Certificate
        No.

        (if
        any)
	No.
    of Pledged Stock/Units	Percentage
    of Outstanding Interests of such Entity
	
	
	
	
	
	 	



 


(F)       Pledged
Debt:




	 

        Grantor
	 

        Issuer
	Original
    Principal Amount	Outstanding
    Principal Balance	 

        Issue
        Date
	 

        Maturity
        Date

	
	
	
	 
	
	 



 


(G)       Securities
Account:




	 

        Grantor
	Share
    of Securities Intermediary	 

        Account
        Number
	 

        Account
        Name

	
	
	
	 



 


(H)       Deposit
Accounts:



	 

        Grantor
	 

        Name
        of Depositary Bank
	 

        Account
        Number
	 

        Account
        Name

	
	 
	
	



 


(I)       Commodity
Contracts and Commodity Accounts:



	 

        Grantor
	Name
    of Commodities Intermediary	 

        Account
        Number
	 

        Account
        Name

	
	
	 
	





    	Schedule 5.2-2



    	 



    

II.         INTELLECTUAL
PROPERTY


(A)       Copyrights


	 

        Grantor
	Jurisdiction	 

         

        Title
        of Work
	 

        Registration
        Number (if any)
	 

        Registration
        Date

	 

         
	 

         
	 	 

         
	 

         



 


(B)       Copyright
Licenses


	 

        Grantor
	Description
    of Copyright License	 

        Registration
        Number (if any) of underlying Copyright
	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


(C)       Patents


	 

        Grantor
	 

         

         

        Jurisdiction
	Title
    of Patent	 

        Patent
        Number/(Application Number)
	 

        Issue
        Date/(Filing Date)

	 

         
	 	 

         
	 

         
	 

         



 


(D)       Patent
Licenses


	 

        Grantor
	Description
    of Patent License	 

        Patent
        Number of underlying Patent
	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


(E)       Trademarks


	 

        Grantor
	 

         

        Jurisdiction
	Trademark	 

        Registration
        Number/(Serial Number)
	 

        Registration
        Date/(Filing Date)

	 

         
	 	 

         
	 

         
	 

         



 


(F)       Trademark
Licenses


	 

        Grantor
	Description
    of Trademark License	Registration
    Number of underlying Trademark	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         




    	Schedule 5.2-3



    	 



    

(G)       Trade
Secret Licenses


	 

        Grantor
	Description
    of Trade Secret License	Registration
    Number (if any)	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


III.       COMMERCIAL
TORT CLAIMS


	Grantor	Commercial
    Tort Claims


 


IV.
LETTER OF CREDIT RIGHTS


 


	Grantor	Description
    of Letters of Credit




    	Schedule 5.2-4



    	 



    

 



SCHEDULE
5.4


TO PLEDGE AND SECURITY AGREEMENT


FINANCING
STATEMENTS:


	Grantor	Filing
    Jurisdiction(s)




    	Schedule 5.4-1



    	 



    


 



EXHIBIT
A


TO SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT


PLEDGE
SUPPLEMENT


This
PLEDGE SUPPLEMENT, dated [mm/dd/yy] (this “Pledge Supplement”), is delivered by [NAME OF GRANTOR]
a [Name of State of Incorporation] [Corporation] (the “Grantor”) pursuant to the Second Lien
Notes Pledge and Security Agreement, dated as of December 5, 2016 (as it may be from time to time amended, restated, modified
or supplemented, the “Security Agreement”), among OCWEN LOAN SERVICING, LLC, a Delaware limited liability company
(the “Company”) and a wholly-owned subsidiary of OCWEN FINANCIAL CORPORATION, a Florida corporation (“Parent”),
the Parent, the other Grantors named therein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Collateral Trustee (together
with its successors and assigns, the “Collateral Trustee”). Capitalized terms used herein not otherwise defined
herein shall have the meanings ascribed thereto in the Security Agreement.


The
Grantor hereby becomes a party to the Security Agreement, confirms the grant to the Collateral Trustee set forth in the Security
Agreement of, and does hereby grant to the Collateral Trustee, a security interest in all of the Grantor’s right, title
and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing
or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. The Grantor represents and
warrants that the attached Supplements to the Schedules of the Security Agreement accurately and completely set forth all additional
information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules of
the Security Agreement shall constitute part of the Schedules to the Security Agreement.


THIS
PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE
SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT
IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND
THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).


[Remainder
of page intentionally left blank]




    	Exhibit A-1



    	 



    

IN
WITNESS WHEREOF, the Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer
as of [mm/dd/yy].



	 	[NAME OF GRANTOR]
	 	 	 
	 	By;	
	 	Name:
	 	Title:




    	Exhibit A-2



    	 



    

 



SUPPLEMENT
TO SCHEDULE 5.1

TO PLEDGE AND SECURITY AGREEMENT


Additional
Information:


GENERAL
INFORMATION


		(A)	Full
                                         Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole
                                         Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification
                                         Number of each Grantor:



	Full
    Legal Name	Type
    of Organization	Jurisdiction
    of Organization	

Chief
Executive Office/Sole Place 

of Business (or Residence if Grantor 

is a Natural Person)	Organization
    I.D.#


 


		(B)	Other
                                         Names (including any Trade Name or Fictitious Business Name) under which each Grantor
                                         currently conducts business:



	Full
    Legal Name 	Trade
    Name or Fictitious Business Name


 


		(C)	Changes
                                         in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business
                                         (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within
                                         past five (5) years:



	Grantor	Date
    of Change	Description
    of Change




    	Exhibit A-3



    	 



    

 



SUPPLEMENT
TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT


COLLATERAL
IDENTIFICATION


I.          INVESTMENT
RELATED PROPERTY


(A)       Pledged
Stock:


	Grantor	Stock
    Issuer	Class
    of Stock	Certificated
    (Y/N)	Stock
    Certificate No.	Par
    Value	No.
    of Pledged Stock	Percentage
    of Outstanding Stock of the Stock Issuer
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         



 


(B)       Pledged
LLC Interests:





	 

        Grantor
	 

        Limited
        Liability Company
	 

        Certificated
        (Y/N)
	 

        Certificate
        No. (if any)
	 

        No.
        of Pledged Units
	Percentage
    of Outstanding LLC Interests of the Limited Liability Company
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         



 


(C)       Pledged
Partnership Interests:


	 

        Grantor
	 

        Partnership
	Type
    of Partnership Interests (e.g., general or limited)	 

        Certificated
        (Y/N)
	 

        Certificate
        No.


        (if
        any)
	Percentage
    of Outstanding Partnership Interests of the Partnership
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         




 


(D)       Pledged
Trust Interests:


	 

        Grantor
	 

        Trust
	 

        Class
        of Trust Interests
	 

        Certificated
        (Y/N)
	 

        Certificate
No.

(if any)
	Percentage
    of Outstanding Trust Interests of the Trust
	 

         
	 

         
	 

         
	 

         
	 

         
	 

         





    	Exhibit A-4



    	 



    

(E)      Excluded
Equity Interests


 


	 

        Grantor
	 

        Stock
        Issuer /LLC/Partnership/Trust
	 

        Class
        of Stock/Type of Partnership/ Class of Trust Interests
	 

        Certificated
        (Y/N)
	 

        Certificate
        No.



        (if
        any)
	No.
    of Pledged Stock/Units	Percentage
    of Outstanding Interests of such Entity
	 

         
	 

         
	 

         
	 

         
	 

         
	 	 

         



 


(F)       Pledged
Debt:




	 

        Grantor
	 

        Issuer
	Original
    Principal Amount	Outstanding
    Principal Balance	 

        Issue
        Date
	 

        Maturity
        Date

	 

         
	 

         
	 

         
	 

         
	 

         
	 

         



 


(G)       Securities
Account:




	 

        Grantor
	Share
    of Securities Intermediary	 

        Account
        Number
	 

        Account
        Name

	 

         
	 

         
	 

         
	 

         



 


(H)       Deposit
Accounts:





	 

        Grantor
	 

        Name
        of Depositary Bank
	 

        Account
        Number
	 

        Account
        Name

	 

         
	 

         
	 

         
	 

         



 


(I)         Commodity
Contracts and Commodity Accounts:





	 

        Grantor
	Name
    of Commodities Intermediary	 

        Account
        Number
	 

        Account
        Name

	 

         
	 

         
	 

         
	 

         



 


II.         INTELLECTUAL
PROPERTY


(A)      Copyrights


	 

        Grantor
	Jurisdiction	 

         

        Title
        of Work
	 

        Registration
        Number (if any)
	 

        Registration
        Date

	 

         
	 

         
	 	 

         
	 

         




    	Exhibit A-5



    	 



    

(B)       Copyright
Licenses


 


	 

        Grantor
	Description
    of Copyright License	 

        Registration
        Number (if any) of underlying Copyright
	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


(C)       Patents


 


	 

        Grantor
	 

         

         

        Jurisdiction
	Title
    of Patent	 

        Patent
        Number/(Application Number)
	 

        Issue
        Date/(Filing Date)

	 

         
	 	 

         
	 

         
	 

         



 


(D)       Patent
Licenses


	 

        Grantor
	Description
    of Patent License	 

        Patent
        Number of underlying Patent
	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


(E)       Trademarks


	Grantor
	 

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              Jurisdiction
	Trademark	 Registration
Number/(Serial Number)
	Registration
Date/(Filing Date)

	 

         
	 	 

         
	 

         
	 

         



 


(F)      Trademark
Licenses


	 

        Grantor
	Description
    of Trademark License	Registration
    Number of underlying Trademark	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         



 


(G)      Trade
Secret Licenses



    	Exhibit A-6



    	 



    

	 

        Grantor
	Description
    of Trade Secret License	Registration
    Number (if any)	 

        Name
        of Licensor

	 

         
	 

         
	 

         
	 

         




 


III.       COMMERCIAL
TORT CLAIMS


	Grantor	Commercial
    Tort Claims


 


IV. LETTER
OF CREDIT RIGHTS


 


	Grantor	Description
    of Letters of Credit




    	Exhibit A-7



    	 



    

 



SUPPLEMENT
TO SCHEDULE 5.4 TO

PLEDGE AND SECURITY AGREEMENT


FINANCING
STATEMENTS:


 


	Grantor	Filing
    Jurisdiction(s)




    	Exhibit A-8



    	 



    
 



EXHIBIT
B

TO SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT


SECOND
LIEN UNCERTIFICATED SECURITIES CONTROL AGREEMENT


This
Second Lien Uncertificated Securities Control Agreement, dated as of [_________], 20[__] (this “Control Agreement”)
among [________________] (the “Pledgor”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for
the Secured Parties (together with its successors and assigns, the “Collateral Trustee”) and [____________],
a [________] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings
assigned in the Second Lien Notes Pledge and Security Agreement, dated December 5, 2016, among the Pledgor, the other Grantors
party thereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Collateral Trustee (the “Security Agreement”).


Section
1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered
owner of [__________] shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall
not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Trustee.


Section
2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Trustee relating to the
Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.


Section
3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Trustee
that:


(a)
Except for the Credit Agreement Security Agreement or as otherwise disclosed in writing to the Collateral Trustee, it has not
entered into, and until the termination of this Control Agreement will not enter into, any agreement with any other person relating
the Pledged Shares pursuant to which it has agreed to comply with instructions originated by such other person; and


(b)
Except for the Credit Agreement Security Agreement or as otherwise disclosed in writing to the Collateral Trustee, it has not
entered into, and until the termination of this Control Agreement will not enter into, any agreement with the Pledgor or the Collateral
Trustee purporting to limit or condition the obligation of the Issuer to comply with instructions of the Collateral Trustee as
set forth in Section 2 hereof.


(c)
Except for the claims and interest of the Credit Agreement Agent under the Credit Agreement Security Agreement or as otherwise
disclosed in writing to the Collateral Trustee, the Collateral Trustee and the Pledgor in the Pledged Shares, the Issuer does
not know of any claim to, or interest in, the Pledged Shares. If any person (other than the Credit Agreement Agent) asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process)
against the Pledged Shares, the Issuer will promptly notify the Collateral Trustee and the Pledgor thereof.


(d)
This Control Agreement is the valid and legally binding obligation of the Issuer.


Section
4. Choice of Law. This Control Agreement shall be governed by the laws of the State of New York.



    	Exhibit B-1



    	 



    




Section
5. Conflict with Other Agreements. In the event of any conflict between this Control Agreement (or any portion thereof) and
any other agreement now existing or hereafter entered into, other than any Intercreditor Agreement, the terms of this Control
Agreement shall prevail. In the event of any conflict or inconsistency between the provisions of this Agreement and any Intercreditor
Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor Agreement shall control;
provided that nothing in the Intercreditor Agreement shall limit the rights, protections, immunities or indemnities of the Collateral
Trustee under the Indenture Documents. No amendment or modification of this Control Agreement or waiver of any right hereunder
shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.


Section
6. Voting Rights. Until such time as the Collateral Trustee shall otherwise instruct the Issuer in writing, the Pledgor shall
have the right to vote the Pledged Shares.


Section
7. Successors; Assignment. The terms of this Control Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by
operation of law. The Collateral Trustee may assign its rights hereunder only with the express written consent of the Issuer and
by sending written notice of such assignment to the Pledgor.


Section
8.  Indemnification of Issuer. The Pledgor and the Collateral Trustee each hereby agree that (a) the Issuer is released
from any and all liabilities to the Pledgor and the Collateral Trustee arising from the terms of this Control Agreement and the
compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence
and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any
and all claims, actions and suits of others arising out of the terms of this Control Agreement or the compliance of the Issuer
with the terms hereof, except to the extent that such arises from the Issuer’s negligence, and from and against any and
all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason
of the same, until the termination of this Control Agreement.


Section
9. Notices. Any notice, request or other communication required or permitted to be given under this Control Agreement shall
be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means
and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United
States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.


	Pledgor:	[Name
    and Address of Pledgor]	 
	 	Attention:
    [________________]	 
	 	Telecopier:
    [________________]	 
	 	 	 
	Collateral
    Trustee:	WILMINGTON
    TRUST, NATIONAL ASSOCIATION	 
	 	1100
    North Market Street	 
	 	Wilmington,
    Delaware 19890	 
	 	Attention:Ocwen
    Loan Servicing, LLC Administrator	 
	 	Telecopier:
    (302) 636-4149	 
	 	 	 
	Issuer:	[Insert
    Name and Address of Issuer]	 
	 	Attention:
    [________________]	 
	 	Telecopier:
    [________________]	 
	 	 	 





Any
party may change its address for notices in the manner set forth above.



    	Exhibit B-2



    	 



    




Section
10. Termination. The obligations of the Issuer to the Collateral Trustee pursuant to this Control Agreement shall
continue in effect until the security interests of the Collateral Trustee in the Pledged Shares have been terminated pursuant
to the terms of the Security Agreement and the Collateral Trustee has notified the Issuer of such termination in writing. The
Collateral Trustee agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer
upon the request of the Pledgor on or after the termination of the Collateral Trustee’s security interest in the
Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Control Agreement shall not terminate
the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the
Pledged Shares.


Section
11. Counterparts. This Control Agreement may be executed in any number of counterparts, all of which shall constitute one
and the same instrument, and any party hereto may execute this Control Agreement by signing and delivering one or more counterparts.


The
Collateral Trustee is executing this Agreement solely in its capacity as Collateral Trustee under the Security Agreement. In entering
into this Agreement, and in taking (or refraining from) any actions under or pursuant to this Agreement, the Collateral Trustee
shall be protected by and shall enjoy all of the rights, privileges, immunities, protections and indemnities granted to it under
the Security Agreement and Indenture Documents.


[Remainder
of page intentionally left blank]




    	Exhibit B-3



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused this Control Agreement to be executed as of the date first above written by their
respective officers thereunto duly authorized.





	 	[NAME OF PLEDGOR],
	 	as Pledgor
	 	 	 
	 	By:	
	 	Name:
	 	Title:
	 	 	 
	 	 [NAME OF ISSUER],
	 	as Issuer
	 	 	 
	 	By:	
	 	Name:
	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Collateral Trustee
	 	 
	 	By:	
	 	Name:
	 	Title:




    	Exhibit B-4



    	 



    

 



Exhibit
A


[Letterhead
of Collateral Trustee]


[Date]


[Name
and Address of Issuer]

Attention: [                                ]


Re:
Termination of Control Agreement


You
are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (the “Pledgor”)
and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant
to such Uncertificated Securities Control Agreement (the “Control Agreement”). Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future instructions with respect to Pledged Shares (as defined in
the Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to
the Pledged Shares, however, nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor
pursuant to any other agreement.


You
are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.



	 	Very truly yours,
	 	WILMINGTON TRUST, NATIONAL 

ASSOCIATION,
	 	as Collateral Trustee
	 	 	 
	 	By:	
	 	Name:
	 	Title:






    	Exhibit B-5



    	 



    

 



EXHIBIT
C


TO SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT


FORM
OF SECOND LIEN TRADEMARK SECURITY AGREEMENT


This
SECOND LIEN TRADEMARK SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented
or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors
on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association,
as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral
Trustee”).


WHEREAS,
the Grantors are party to a Second Lien Notes Pledge and Security Agreement, dated as of December 5, 2016 (as it may be amended,
restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”)
among each of the Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted
a security interest to the Collateral Trustee in the Trademark Collateral (as defined below) and are required to execute and deliver
this Agreement.


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Grantors hereby agree with the Collateral Trustee as follows:


SECTION
1.         Defined Terms


Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in
the Pledge and Security Agreement.


SECTION
2.         Grant of Security Interest in Trademark Collateral


SECTION
2.1      Grant of Security. Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a
security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following,
in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively,
the “Trademark Collateral”):


(a)          all
United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business
names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers,
designs and general intangibles of a like nature, whether or not registered and with respect to any and all of the foregoing:
(i) all registrations and applications therefor including, without limitation, the registrations and applications listed or required
to be listed in Schedule A attached hereto under the heading “Trademarks”, (ii) all extensions or renewals of any
of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing,
(iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of
any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect
thereto and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world; and



    	Exhibit C-1



    	 



    




(b)          any
and all agreements, licenses and covenants providing for the granting of any right in or to any Trademark or otherwise providing
for a covenant not to sue for infringement, dilution or other violation of any Trademark or permitting co-existence with respect
to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement listed
or required to be listed in Schedule A attached hereto under the heading “Trademark Licenses”.


SECTION
2.2     Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral
include or the security interest granted under Section 2.1 hereof attach to:


(a)
         any agreement, license or covenant to which any Grantor is a party, and any of its rights or interest thereunder, if and to
the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor,
or (ii) a term, provision or condition of any such agreement, license or covenant (unless such law, rule, regulation, term, provision
or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable
law (including the Bankruptcy Code) or principles of equity); provided, however, that the Trademark Collateral shall
include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer
be applicable and to the extent severable, shall attach immediately to any portion of such agreement, license or covenant not
subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in
this clause (a) shall not include any Proceeds of any such agreement, license or covenant; or


(b)        
any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act,
15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
“Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if
any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity
or enforceability of any registration that issues from such intent-to-use application under applicable federal law.


SECTION
3.          Pledge and Security Agreement


The
security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral
Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm
that the rights and remedies and other protections and indemnities of the Collateral Trustee with respect to the security interest
in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this
Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall
control. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Trustee pursuant
to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of
the Junior Priority Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement
and any Intercreditor Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor
Agreement shall control; provided that nothing in the Intercreditor Agreement shall limit the rights, protections, immunities
or indemnities of the Collateral Trustee under the Indenture Documents.



    	Exhibit C-2



    	 



    




SECTION
4.        Governing Law


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT
MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT
OF PERFECTION OF THE SECURITY INTEREST).


SECTION
5.         Counterparts


This
Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument.


[Remainder
of page intentionally left blank]



    	Exhibit C-3



    	 



    






IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of
the date first set forth above.


	 	[NAME OF GRANTOR]
	 	 
	 	By:	
	 		Name:  
	 	 	Title:




    	Exhibit C-4



    	 



    

[ADD
SIGNATURE BLOCKS FOR ANY OTHER GRANTORS]




    	Exhibit C-5



    	 



    

Accepted
and Agreed:


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee


	By:		 
		Name:	 
	 	Title:	 





    	Exhibit C-6



    	 



    

 



SCHEDULE
A


to TRADEMARK SECURITY AGREEMENT


TRADEMARKS


	Grantor	Jurisdiction	Trademark	Registration
    Number/(Serial Number)	Registration
    Date/(Filing Date)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


TRADEMARK
APPLICATIONS


	Grantor	Jurisdiction	Trademark	Application
    Number/(Serial Number)	Application
    Date/(Filing Date)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





TRADEMARK
LICENSES


	Grantor	Description
    of Trademark License	Registration
    Number (if any) of underlying Trademark	Name
    of Licensor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




    	Exhibit C-7



    	 



    

 



EXHIBIT
D


TO
SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT


FORM
OF SECOND LIEN COPYRIGHT SECURITY AGREEMENT


This
SECOND LIEN COPYRIGHT SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented
or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors
on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association,
as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral
Trustee”).


WHEREAS,
the Grantors are party to a Second Lien Notes Pledge and Security Agreement, dated as of December 5, 2016 (as it may be amended,
restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) among
each of the Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted a
security interest to the Collateral Trustee in the Copyright Collateral (as defined below) and are required to execute and deliver
this Agreement.


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Grantors hereby agree with the Collateral Trustee as follows:


SECTION
1.         Defined Terms


Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in
the Pledge and Security Agreement.


SECTION
2.         Grant of Security Interest


SECTION
2.1    Grant of Security. Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a
security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following,
in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively,
the “Copyright Collateral”):


(a)
         all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including
but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial
designs, Protected Designs within the meaning of 17 U.S.C. 1301 et seq. and Community designs) and all Mask Works (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, as well as all moral rights, reversionary
interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor
including, without limitation, the registrations and applications listed or required to be listed in Schedule A under the heading
“Copyrights”, (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past,
present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation,
license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect
thereto and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world; and



    	Exhibit D-1



    	 



    




(b)
         any and all agreements, licenses and covenants providing for the granting of any right in or any Copyright or otherwise providing
for a covenant not to sue for infringement or other violation of any Copyright including, without limitation, each agreement listed
or required to be listed in Schedule A attached hereto under the heading “Copyright Licenses”.


SECTION
2.2     Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Copyright Collateral
include or the security interest granted under Section 2.1 hereof attach to any agreement, license or covenant to which any Grantor
is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in
violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such agreement,
license or covenant (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect
to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles
of equity); provided, however, that the Copyright Collateral shall include (and such security interest shall attach)
immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall
attach immediately to any portion of such agreement, license or covenant not subject to the prohibitions specified in (i) or (ii)
above; provided further that the exclusions referred to in this Section 2.2 shall not include any Proceeds of any
such agreement, license or covenant.


SECTION
3.         Pledge and Security Agreement


The
security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral
Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm
that the rights and remedies and other protections and indemnities of the Collateral Trustee with respect to the security interest
in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this
Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall
control. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Trustee pursuant
to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of
the Junior Priority Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement
and any Intercreditor Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor
Agreement shall control, provided that nothing in the Intercreditor Agreements shall limit the rights, protections, immunities
and indemnities of the Collateral Trustee under the Indenture.



    	Exhibit D-2



    	 



    




SECTION
4.         Governing Law


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT
MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT
OF PERFECTION OF THE SECURITY INTEREST).




SECTION
5.         Counterparts


This
Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument.


[Remainder
of page intentionally left blank]




    	Exhibit D-3



    	 



    

IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of
the date first set forth above.


	 	[NAME OF GRANTOR]
	 	 
	 	By:	
	 	  	Name:
	 		Title:  





    	Exhibit D-4



    	 



    

[ADD
SIGNATURE BLOCKS FOR ANY OTHER GRANTORS]




    	Exhibit D-5



    	 



    

Accepted
and Agreed:


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee





	By:		 
		Name:	 
		Title:	 





    	Exhibit D-6



    	 



    

 



SCHEDULE
A


to COPYRIGHT SECURITY AGREEMENT


COPYRIGHTS


	Grantor	Jurisdiction	Title
    of Work	Registration
    Number (if any)	Registration
    Date
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


COPYRIGHT
LICENSES


	Grantor	Description
    of Copyright License	Registration
    Number (if any) of underlying Copyright	Name
    of Licensor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




    	Exhibit D-7



    	 



    

 



EXHIBIT
E


TO
SECOND LIEN NOTES PLEDGE AND SECURITY AGREEMENT


FORM
OF SECOND LIEN PATENT SECURITY AGREEMENT


This
SECOND LIEN PATENT SECURITY AGREEMENT, dated as of [__________], 20[__] (as it may be amended, restated, supplemented or
otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on
the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association,
as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral
Trustee”).


WHEREAS,
the Grantors are party to a Second Lien Notes Pledge and Security Agreement, dated as of [ ], 2-16 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) among each of the
Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted a security interest
to the Collateral Trustee in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Grantors hereby agree with the Collateral Trustee as follows:


SECTION.
1.         Defined Terms


Unless
otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meanings given to them in
the Pledge and Security Agreement.


SECTION
2.          Grant of Security Interest


SECTION
2.1     Grant of Security. Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a
security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following,
in each case whether now owned or existing or hereafter acquired, developed, created or arising and wherever located (collectively,
the “Patent Collateral”):


(a)
         all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications
for any of the foregoing, including, without limitation: (i) each patent and patent application listed or required to be listed
in Schedule A attached hereto under the heading “Patents”, (ii) all reissues, divisions, continuations, continuations-in-part,
extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) the right
to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now
or hereafter due and/or payable with respect thereto and (vi) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world; and


(b)
         all agreements, licenses and covenants providing for the granting of any right in or to any Patent or otherwise providing
for a covenant not to sue for infringement or other violation of any Patent (whether such Grantor is licensee or licensor thereunder)
including, without limitation, each agreement listed or required to be listed in Schedule A attached hereto under the heading
“Patent Licenses”.



    	Exhibit E-1



    	 



    




SECTION
2.2     Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Patent Collateral
include or the security interest granted under Section 2.1 hereof attach to any agreement, license or covenant to which any Grantor
is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in
violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such agreement,
license or covenant (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect
to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles
of equity); provided, however, that the Patent Collateral shall include (and such security interest shall attach)
immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall
attach immediately to any portion of such agreement, license or covenant not subject to the prohibitions specified in (i) or (ii)
above; provided further that the exclusions referred to in this Section 2.2 shall not include any Proceeds of any
such agreement, license or covenant.


SECTION
3.          Pledge and Security Agreement


The
security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral
Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm
that the rights and remedies and other protections and indemnities of the Collateral Trustee with respect to the security interest
in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this
Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall
control. Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Trustee pursuant
to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of
the Junior Priority Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement
and any Intercreditor Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor
Agreement shall control, provided that nothing in the Intercreditor Agreements shall limit the rights, protections, immunities
and indemnities of the Collateral Trustee under the Indenture.


SECTION
4.          Governing Law


THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT
MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT
OF PERFECTION OF THE SECURITY INTEREST).



    	Exhibit E-2



    	 



    



SECTION
5.          Counterparts


This
Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument.


[Remainder
of page intentionally left blank]



    	Exhibit E-3



    	 



    







IN
WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of
the date first set forth above.


	 	[NAME OF GRANTOR]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





    	Exhibit E-4



    	 



    

[ADD
SIGNATURE BLOCKS FOR ANY OTHER GRANTORS]




    	Exhibit E-5



    	 



    

Accepted
and Agreed:


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee





	By:	 	 
	 	Name:	 
	 	Title:	 





    	Exhibit E-6



    	 



    
 



SCHEDULE
A




to PATENT SECURITY AGREEMENT


PATENTS


	Grantor	Jurisdiction	Title
    of Patent	Patent

    Number/(Application Number)	Issue
    Date/(Filing Date)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


PATENT
LICENSES


	Grantor	Description
    of Patent License	Patent
    Number of

    underlying Patent	Name
    of Licensor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




    	



    	 



    

 



EXHIBIT
G





JUNIOR
PRIORITY INTERCREDITOR AGREEMENT


among


OCWEN
LOAN SERVICING, LLC,

as the Borrower,



the other Grantors party hereto,


 


BARCLAYS
BANK PLC,

as First Priority Representative for the First Lien Credit Agreement Secured Parties,


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Second Lien Collateral Agent


and


each
additional Representative from time to time party hereto


dated
as of December 5, 2016





    	 



    	 



    

INTERCREDITOR
AGREEMENT dated as of December 5, 2016 (this “Agreement”), among OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company (the “Borrower”), the other Grantors (as defined below) from time to time party hereto,
BARCLAYS BANK PLC (“Barclays”), as collateral agent for the First Lien Credit Agreement Secured Parties
(in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), WILMINGTON
TRUST, NATIONAL ASSOCIATION, as Collateral Trustee for the Noteholders (in such capacity and together with its successors
in such capacity, the “Second Lien Collateral Agent”), and each additional First Priority Representative and
Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09.


In
consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the First Lien Collateral Agent (for itself and on behalf of the First Lien Credit Agreement
Secured Parties), the Second Lien Collateral Agent (for itself and on behalf of the Noteholders) and each additional First Priority
Representative (for itself and on behalf of the Additional First Priority Secured Parties under the applicable Additional First
Priority Debt Facility) and each additional Second Priority Representative (for itself and on behalf of the Second Priority Secured
Parties under the applicable Second Priority Debt Facility) agree as follows:


ARTICLE
1

Definitions


SECTION
1.01. Certain Defined Terms. Capitalized terms
used but not otherwise defined herein have the meanings set forth in the First Lien Credit Agreement or, if defined in the New
York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:


“Acknowledgment
Agreement” means an acknowledgment of the relevant GSE under the applicable Servicing Agreements in the standard form
used by such GSE or in such other form reasonably satisfactory to the First Lien Collateral Agent and the MSR Collateral Agent,
whereby such GSE acknowledges the security interest of MSR Collateral Agent in the MSRs under such Servicing Agreements.


“Additional
First Priority Debt” means at any time after the Discharge of First Lien Credit Agreement Obligations, any Indebtedness
that is issued or guaranteed by the Borrower and/or any Guarantor (other than Indebtedness constituting First Lien Credit Agreement
Obligations) which Indebtedness and Guarantees are secured by Liens on the First Priority Collateral (or a portion thereof) having
the same priority (but without regard to control of remedies) as the Liens securing the First Lien Credit Agreement Obligations;
provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis
by each First Priority Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness
shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof
and (B) the First Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.13 thereof;
provided, further, that, if such Indebtedness will be the initial Additional First Priority Debt incurred by the
Borrower after the Closing Date, then the Guarantors, the First Lien Collateral Agent and the Representative for such Indebtedness
shall have executed and delivered the First Lien Intercreditor Agreement. Additional First Priority Debt shall include any Registered
Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.



    	 



    	 



    



“Additional
First Priority Debt Documents” means, with respect to any series, issue or class of Additional First Priority Debt,
the promissory notes, credit agreements, loan agreements, indentures, or other operative agreements evidencing or governing such
Indebtedness or the Liens securing such Indebtedness, including the First Priority Collateral Documents.


“Additional
First Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other
governing agreement with respect to any Additional First Priority Debt.


“Additional
First Priority Debt Obligations” means, with respect to any series, issue or class of Additional First Priority Debt,
(a) all principal of, and premium and interest (including, without limitation, any interest, fees and expenses which accrue after
the commencement of any Insolvency or Liquidation Proceeding or which would accrue but for the operation of Bankruptcy Laws, whether
or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional First Priority Debt, (b)
all other amounts payable to the related Additional First Priority Secured Parties under the related Additional First Priority
Debt Documents and (c) any renewals or extensions of the foregoing.


“Additional
First Priority Secured Parties” means, with respect to any series, issue or class of Additional First Priority Debt,
the holders of such Indebtedness or any other Additional First Priority Debt Obligation, the Representative with respect thereto,
any trustee or agent therefor under any related Additional First Priority Debt Documents and the beneficiaries of each indemnification
obligation undertaken by the Borrower or any Guarantor under any related Additional First Priority Debt Documents.


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


“Bankruptcy
Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada), and any other federal, state, provincial or foreign law, including common law, from time to time
in effect in respect of voluntary or involuntary insolvency, liquidation, dissolution, wind-up, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, reorganization, or debtor relief.


“Barclays”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Borrower”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Capital
Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership interests in a Person (other than a corporation and including, membership interests
and partnership interests) and, except to the extent constituting Indebtedness, any and all warrants, rights or options to purchase,
acquire or exchange any of the foregoing.


“Class
Debt” has the meaning assigned to such term in Section 8.09(a).


“Class
Debt Parties” has the meaning assigned to such term in Section 8.09(a).


“Class
Debt Representatives” has the meaning assigned to such term in Section 8.09(a).



    	-2-



    	 



    




“Closing
Date” means December 5, 2016.


“Collateral”
means the First Priority Collateral and the Second Priority Collateral.


“Collateral
Documents” means the First Priority Collateral Documents and the Second Priority Collateral Documents.


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


“Copyrights”
means all United States and foreign (a) copyrights, rights in works of authorship, mask works and integrated circuit designs and
other rights subject to the copyright laws of the United States, or of any other country or any group of countries, including
copyrights and other rights in software, data, databases, Internet websites and the proprietary content thereof, (b) registrations,
renewals, rights of reversion, extensions, supplemental registrations, recordings and applications for registration of any of
the foregoing in the United States or any other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals, reversions and extensions
thereof.


“Debt
Facility” means any First Priority Debt Facility and any Second Priority Debt Facility.


“Designated
First Priority Representative” means (i) prior to the Discharge of First Lien Credit Agreement Obligations, the First
Lien Collateral Agent and (ii) at any time when clause (i) does not apply, the First Priority Representative designated as such
in a written notice from all First Priority Representatives party hereto at such time. The Designated Second Priority Representative
may treat the First Lien Collateral Agent as the Designated First Priority Representative until such time as it receives written
notice from the First Lien Collateral Agent that it was replaced as Designated First Priority Representative.


“Designated
Second Priority Representative” means (i) the Second Lien Collateral Agent, so long as the Second Priority Debt Facility
under the Second Lien Initial Agreement is the only Second Priority Debt Facility under this Agreement and (ii) at any time when
clause (i) does not apply, the “Applicable Authorized Representative” (as defined in the Second Lien Equal Priority
Intercreditor Agreement) at such time.


“DIP
Financing” has the meaning assigned to such term in Section 6.01.


“Discharge”
means, with respect to any Debt Facility, the date on which such Debt Facility and the First Priority Obligations or Second Priority
Debt Obligations thereunder, as the case may be, are no longer secured by Shared Collateral pursuant to the terms of the documentation
governing such Debt Facility. The term “Discharged” shall have a corresponding meaning.


“Discharge
of First Lien Credit Agreement Obligations” means, the payment in full in cash of all First Lien Credit Agreement Obligations
and termination of all commitments under the First Lien Credit Agreement; provided that the Discharge of First Lien Credit
Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing in full of all First Lien Credit Agreement
Obligations with an Additional First Priority Debt Facility secured by such Shared Collateral under one or more Additional First
Priority Debt Documents which has been designated in writing by the “Administrative Agent” (under the First Lien Credit
Agreement so Refinanced) to the Designated Second Priority Representative as the “First Lien Credit Agreement” for
purposes of this Agreement.



    	-3-



    	 



    




“Discharge
of First Priority Obligations” means the date on which the Discharge of First Lien Credit Agreement Obligations and
the Discharge of each Additional First Priority Debt Facility has occurred.


“Disposition”
means any conveyance, sale, lease, assignment, transfer, license or other disposition.


“Domestic
Subsidiary” means each Subsidiary of the Borrower that is organized under the applicable laws of the United States,
any state thereof, or the District of Columbia.


“First
Lien” means the Liens on the First Priority Collateral in favor of the First Priority Secured Parties under the First
Priority Collateral Documents.


“First
Lien Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall
include any successor collateral agent as provided in Section 9.07 of the First Lien Credit Agreement.


“First
Lien Credit Agreement” means that certain Amended and Restated Senior Secured Term Loan Facility, dated as of December
5, 2016, among the Borrower, the lenders from time to time party thereto, Barclays, as administrative agent and collateral agent,
and the other parties thereto.


“First
Lien Credit Agreement Credit Documents” means the First Lien Credit Agreement and the other “Loan Documents”
as defined in the First Lien Credit Agreement.


“First
Lien Credit Agreement Obligations” means the “Obligations” as defined in the First Lien Credit Agreement;
provided, however, that “First Lien Credit Agreement Obligations” shall not include any
obligations (including guarantees) in respect of indebtedness or other extensions of credit owing by any Foreign Subsidiary of
the Borrower.


“First
Lien Credit Agreement Secured Parties” means the “Secured Parties” as defined in the First Lien Credit Agreement.


“First
Lien Intercreditor Agreement” means a customary intercreditor agreement in form and substance reasonably acceptable
to the First Priority Representative with respect to each First Priority Debt Facility in existence at the time such intercreditor
agreement is entered into and the Borrower, and which provides that the Liens securing all Indebtedness covered thereby shall
be of equal priority (but without regard to the control of remedies).


“First
Priority Class Debt” has the meaning assigned to such term in Section 8.09(a).


“First
Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09(a).


“First
Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09(a).


“First
Priority Collateral” means any “Collateral” as defined in any First Lien Credit Agreement Credit Document
or any other First Priority Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien
is granted or purported to be granted pursuant to a First Priority Collateral Document as security for any First Priority Obligations.



    	-4-



    	 



    




“First
Priority Collateral Documents” means the “Security Documents” as defined in the First Lien Credit Agreement,
the First Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto)
and each of the security agreements and other instruments and documents executed and delivered by the Borrower or any other Grantor
for purposes of providing collateral security for any First Priority Obligation.


“First
Priority Debt Documents” means (a) the First Lien Credit Agreement Credit Documents and (b) any Additional First Priority
Debt Documents.


“First
Priority Debt Facilities” means the First Lien Credit Agreement and any Additional First Priority Debt Facilities.


“First
Priority Obligations” means the First Lien Credit Agreement Obligations and any Additional First Priority Debt Obligations
(provided, that First Priority Obligations shall exclude any such obligations the incurrence of which was not permitted
under each Second Priority Debt Document extant at the time of the incurrence or issuance thereof); provided,
that “First Priority Obligations” shall not include any obligations (including guarantees) in respect of indebtedness
or other extensions of credit owing by any Foreign Subsidiary of the Borrower.


“First
Priority Representative” means (i) in the case of any First Lien Credit Agreement Obligations or the First Lien Credit
Agreement Secured Parties, the First Lien Collateral Agent and (ii) in the case of any Additional First Priority Debt Facility
and the Additional First Priority Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent
or similar agent under such Additional First Priority Debt Facility that is named as the Representative in respect of such Additional
First Priority Debt Facility in the applicable Joinder Agreement.


“First
Priority Secured Parties” means the First Lien Credit Agreement Secured Parties and any Additional First Priority Secured
Parties.


“Foreign
Subsidiary” means each Subsidiary of the Borrower that is not a Domestic Subsidiary.


“Grantors”
means the Borrower and each Subsidiary or other Guarantor that has granted a security interest pursuant to any Collateral Document
to secure any Secured Obligations.


“GSE”
means Fannie Mae and Freddie Mac, as each such term is defined in the Second Lien Initial Agreement.


“GSE
MSRs” means MSRs with respect to mortgages owned or held in whole or in part by any GSE.


“Guarantors”
means the “Guarantors” as defined in the First Lien Credit Agreement.


“Insolvency
or Liquidation Proceeding” means:


(1)          any
case or proceeding commenced by or against the Borrower or any other Grantor under any Bankruptcy Law, any other proceeding for
the reorganization, recapitalization, administration, rehabilitation or adjustment or marshalling of the assets or liabilities
of the Borrower or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Borrower or
any other Grantor or any similar case or proceeding relative to the Borrower or any other Grantor or its creditors, as such, in
each case whether or not voluntary;



    	-5-



    	 



    




(2)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


(3)          any
other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims.


“Intellectual
Property” means Copyrights, Patents and Trademarks.


“Joinder
Agreement” means a supplement to this Agreement in the form of Annex II or Annex III hereof required to be delivered
by a Representative to the Designated First Priority Representative or Designated Second Priority Representative, as the case
may be, pursuant to Section 8.09 hereof in order to include an additional Debt Facility hereunder and to become the Representative
hereunder for the First Priority Secured Parties or Second Priority Secured Parties, as the case may be, under such Debt Facility.


“Junior
Priority Bankruptcy Payments” has the meaning assigned to such term in Section 4.01.


“Lien”
means any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance, and
any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity in title or
similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention
agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to be a Lien.


“MSR”
means mortgage servicing rights entitling the holder to service mortgage loans.


“MSR
Collateral” has the meaning assigned to such term in Section 5.07.


“MSR
Collateral Agent” means Barclays Bank PLC, as collateral agent for the First Lien Credit Agreement Secured
Parties and the Noteholders solely with respect to the MSR Collateral together with its successors in such capacity.


“New
York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.


“Noteholders”
means the “Secured Parties” as defined in the Second Lien Collateral Agreement as in effect on the date hereof.


“Officer’s
Certificate” has the meaning assigned to such term in Section 8.08.


“Patents”
means all United States and foreign (a) patents, statutory invention registrations, certificates of invention, industrial designs
and utility models, and all pending applications of the foregoing, (b) provisionals, reissues, reexaminations, continuations,
divisions, continuations-in-part, renewals or extensions thereof, and (c) the inventions, discoveries and designs disclosed or
claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions, discoveries and designs
disclosed or claimed therein.



    	-6-



    	 



    




“Person”
means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise
or any Governmental Authority (as defined in the First Lien Credit Agreement as in effect on the date hereof).


“Pledged
or Controlled Collateral” has the meaning assigned to such term in Section 5.05(a).


“Proceeds”
means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect
of Shared Collateral in an Insolvency or Liquidation Proceeding and any amounts received by any First Priority Representative
or any First Priority Secured Party from a Second Priority Secured Party in respect of Shared Collateral pursuant to this Agreement.


“Recovery”
has the meaning assigned to such term in Section 6.04.


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure,
refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement
for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated
and including, in each case, through any credit agreement, loan agreement, note purchase agreement, indenture or other agreement.
“Refinanced” and “Refinancing” have correlative meanings.


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar for dollar exchange
therefor pursuant to an exchange offer registered with the SEC.


“Representatives”
means the First Priority Representatives and the Second Priority Representatives.


“SEC”
means the United States Securities and Exchange Commission and any successor agency thereto.


“Second
Lien Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall
include any successor Collateral Trustee as provided in the Second Lien Initial Agreement.


“Second
Lien Collateral Agreement” means that certain Second Lien Notes Pledge and Security Agreement, dated as of December
5, 2016, among the Borrower, the Guarantors identified therein and the Second Lien Collateral Agent.


“Second
Lien Equal Priority Intercreditor Agreement” means (i) an intercreditor agreement substantially in the form of the Equal
Priority Intercreditor Agreement (as defined in the Indenture) or (ii) if the Indenture is no longer in effect, a customary intercreditor
agreement in form and substance reasonably acceptable to the Second Priority Representative with respect to each Second Priority
Debt Facility in existence at the time such intercreditor agreement is entered into and the Borrower, and which provides that
the Liens securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).



    	-7-



    	 



    




“Second
Lien Initial Agreement” means that certain Indenture, dated as of December 5, 2016, among the Borrower, the Guarantors
identified therein, and Wilmington Trust, National Association, as trustee (the “Trustee”) and the Collateral
Trustee (which Collateral Trustee, for the avoidance of doubt, is the Second Lien Collateral Agent).


“Second
Lien Initial Obligations” means the “Secured Obligations” as defined in the Second Lien Collateral Agreement
as in effect on the date hereof or as amended with the First Lien Collateral Agent’s written consent.


“Second
Priority Additional Secured Parties” means, with respect to any series, issue or class of Second Priority Debt issued
after the date hereof (except to the extent constituting Second Lien Initial Obligations), the holders of such Indebtedness or
any other Second Priority Debt Obligation, the Representative with respect thereto, any trustee or agent therefor under any related
Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any Guarantor
under any related Second Priority Debt Documents.


“Second
Priority Class Debt” has the meaning assigned to such term in Section 8.09(a).


“Second
Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09(a).


“Second
Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09(a).


“Second
Priority Collateral” means any “Collateral” as defined in any Second Priority Debt Document or any other
assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second
Priority Collateral Document as security for any Second Priority Debt Obligation.


“Second
Priority Collateral Documents” means the Second Lien Collateral Agreement and the other “Security Documents”
as defined in the Second Lien Initial Agreement, the Second Lien Equal Priority Intercreditor Agreement (upon and after the initial
execution and delivery thereof by the initial parties thereto), this Agreement, including Section 5.07, and each of the security
agreements and other instruments and documents executed and delivered by the Borrower or any other Grantor for purposes of providing
collateral security for any Second Priority Debt Obligation.


“Second
Priority Debt” means the Second Lien Initial Obligations and any other Indebtedness that is issued or guaranteed by
the Borrower and/or any Guarantor which Indebtedness and Guarantees are secured by Liens on the Collateral (or a portion thereof)
having junior priority ranking to the Liens of any First Priority Obligations; provided, however, that (i) such
Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each First Priority Debt Document and (ii) the
Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the
conditions set forth in, Section 8.09 hereof.


“Second
Priority Debt Documents” means, with respect to any series, issue or class of Second Priority Debt, the promissory notes,
credit agreements, loan agreements, note purchase agreements, indentures or other operative agreements evidencing or governing
such Indebtedness or the Liens securing such Indebtedness, including the Second Lien Initial Agreement and the Second Priority
Collateral Documents.



    	-8-



    	 



    




“Second
Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other governing
agreement with respect to any Second Priority Debt.


“Second
Priority Debt Obligations” means, with respect to any series, issue or class of Second Priority Debt, (a) all principal
of, and premium and interest (including, without limitation, any interest, fees, and expenses which accrue after the commencement
of any Insolvency or Liquidation Proceeding or which would accrue but for the operation of Bankruptcy Laws, whether or not allowed
or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable
to the related Second Priority Secured Parties under the related Second Priority Debt Documents and (c) any renewals or extensions
of the foregoing.


“Second
Priority Enforcement Date” means, with respect to any Second Priority Representative, the date which is 270 days (through
which 270-day period such Second Priority Representative was the Designated Second Priority Representative) after the occurrence
of both (i) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative
has been named as Representative) and (ii) the Designated First Priority Representative’s and each other Representative’s
receipt of written notice from such Second Priority Representative that (x) such Second Priority Representative is the Designated
Second Priority Representative and that an Event of Default (under and as defined in the Second Priority Debt Document for which
such Second Priority Representative has been named as Representative) has occurred and is continuing and (y) an Event of Default
has been declared by such Second Priority Representative or the holders of the series of Second Priority Obligations with respect
to which such Second Priority Representative is the Second Priority Representative and such Second Priority Debt Obligations are
currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the
applicable Second Priority Debt Document; provided that the Second Priority Enforcement Date shall be stayed and shall
not occur and shall be deemed not to have occurred (1) at any time that any First Priority Secured Party has commenced and is
diligently pursuing the exercise of its rights and remedies with respect to any Shared Collateral or (2) at any time any Insolvency
or Liquidation Proceeding has been commenced with respect to any Grantor.


“Second
Priority Lien” means the Liens on the Second Priority Collateral in favor of Second Priority Secured Parties under the
Second Priority Collateral Documents.


“Second
Priority Representative” means (i) in the case of any Second Lien Initial Obligations or the Noteholders, the Collateral
Trustee under the Second Lien Initial Agreement, which for the avoidance of doubt is the Second Lien Collateral Agent and (ii)
in the case of any other Second Priority Debt Facility and the Second Priority Secured Parties thereunder, the trustee, administrative
agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative
in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.


“Second
Priority Secured Parties” means the Noteholders and any Second Priority Additional Secured Parties.


“Secured
Obligations” means the First Priority Obligations and the Second Priority Debt Obligations.



    	-9-



    	 



    




“Secured
Parties” means the First Priority Secured Parties and the Second Priority Secured Parties.


“Servicing
Agreements” has the meaning assigned to such term in the First Lien Credit Agreement, whether or not then in effect.


“Shared
Collateral” means, at any time, Collateral in which the holders of First Priority Obligations under at least one First
Priority Debt Facility (or their Representatives) and the holders of Second Priority Debt Obligations under at least one Second
Priority Debt Facility (or their Representatives) hold a security interest at such time (or, in the case of the First Priority
Debt Facilities, are deemed pursuant to Article 2 to hold a security interest). If, at any time, any portion of the First
Priority Collateral under one or more First Priority Debt Facilities does not constitute Second Priority Collateral under one
or more Second Priority Debt Facilities, then such portion of such First Priority Collateral shall constitute Shared Collateral
only with respect to the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute
Shared Collateral for any Second Priority Debt Facility which does not have a security interest in such Collateral at such time.


“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the
time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability company,
partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more
than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of the Borrower.


“Trademarks”
means all United States and foreign (a) trademarks, service marks, domain names, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now
existing or hereafter adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications
for registration filed in connection with the foregoing, including registrations, recordings and applications for registration
in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country,
group of countries or any political subdivision thereof, and all common-law rights related thereto, (b) all goodwill associated
therewith or symbolized thereby and (c) all extensions or renewals thereof.


“Trustee”
has the meaning assigned to such term in the definition of Second Lien Initial Agreement.


“Uniform
Commercial Code” or “UCC” means, unless otherwise specified, the Uniform Commercial Code as from
time to time in effect in the State of New York.


SECTION
1.02. Terms Generally. The rules of interpretation
set forth in Section 1.03 of the First Lien Credit Agreement are incorporated herein mutatis mutandis. 



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ARTICLE
2

Priorities and Agreements with Respect to Shared Collateral


SECTION
2.01.     Subordination. Notwithstanding the date,
time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted
to any Second Priority Representative or any Second Priority Secured Parties on the Shared Collateral or of any Liens granted
to any First Priority Representative or any other First Priority Secured Party on the Shared Collateral (or any actual or alleged
defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document
or any First Priority Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself
and each Second Priority Secured Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared
Collateral securing (or purporting to secure) any First Priority Obligations now or hereafter held by or on behalf of any First
Priority Representative or any other First Priority Secured Party or other agent or trustee therefor, regardless of how acquired,
whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects
and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral
securing (or purporting to secure) any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority
Representative, any Second Priority Secured Parties or any other agent or trustee therefor, regardless of how acquired, whether
by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on
the Shared Collateral securing any First Priority Obligations. All Liens on the Shared Collateral securing (or purporting to secure)
any First Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing
any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any First Priority Obligations are subordinated
to any Lien securing (or purporting to secure) any other obligation of the Borrower, any Grantor or any other Person or otherwise
subordinated, voided, avoided, invalidated or lapsed.


SECTION
2.02.      Nature Of Senior Lender Claims. Each
Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility,
acknowledges that (a) the terms of the First Priority Debt Documents and the First Priority Obligations may be amended, restated,
amended and restated, supplemented or otherwise modified, and the First Priority Obligations, or a portion thereof, may be Refinanced
from time to time and (b) the aggregate amount of the First Priority Obligations may be increased, in each case, without notice
to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without affecting the provisions
hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01 shall not be altered
or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification, or any Refinancing,
of either the First Priority Obligations or the Second Priority Debt Obligations, or any portion thereof. As between the Borrower
and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will not limit or otherwise affect the
obligations of the Borrower and the other Grantors contained in any Second Priority Debt Document with respect to the incurrence
of additional First Priority Obligations.


SECTION
2.03.     Prohibition On Contesting Liens. Each
of the Second Priority Representatives, for itself and on behalf of each Second Priority Secured Party under its Second Priority
Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in
any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority, allowability,
or enforceability of any Lien (or any purported Lien) securing, or any claim asserted with respect to, any First Priority Obligations
held (or purported to be held) by or on behalf of any First Priority Representative or any of the other First Priority Secured
Parties or other agent or trustee therefor in any First Priority Collateral, and each First Priority Representative, for itself
and on behalf of each First Priority Secured Party under its First Priority Debt Facility, agrees that it shall not (and hereby
waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the validity, extent, perfection, priority, allowability, or enforceability of any Lien securing, or any claim asserted
with respect to, any Second Priority Debt Obligations held (or purported to be held) by or on behalf of any of any Second Priority
Representative or any of the Second Priority Secured Parties in the Second Priority Collateral. Notwithstanding the foregoing,
no provision in this Agreement shall be construed to prevent or impair the rights of any First Priority Representative to enforce
this Agreement (including the priority of the Liens securing the First Priority Obligations as provided in Section 2.01) or any
of the First Priority Debt Documents.



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SECTION
2.04.       No New Liens. The parties hereto agree
that, so long as the Discharge of First Priority Obligations has not occurred, (a) none of the Grantors shall grant any additional
Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently
therewith grants, a Lien on such asset or property of such Grantor to secure the First Priority Obligations; and (b) if any Second
Priority Representative or any Second Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing
any Second Priority Debt Obligations that are not also subject to the Liens securing all First Priority Obligations under the
First Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (i) shall notify the
Designated First Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a
similar Lien on such assets or property to each First Priority Representative as security for the First Priority Obligations,
shall assign such Lien to the Designated First Priority Representative as security for all First Priority Obligations for the
benefit of the First Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof)
and (ii) until such assignment or such grant of a similar Lien to each First Priority Representative shall be deemed to hold and
have held such Lien for the benefit of each First Priority Representative and the other First Priority Secured Parties as security
for the First Priority Obligations (subject to the relative lien priorities set forth in this Agreement). To the extent that the
provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy
available to any First Priority Representative or any other First Priority Secured Party, each Second Priority Representative
agrees, for itself and on behalf of the other Second Priority Secured Parties that it represents, that any amounts received by
or distributed to any First Priority Secured Party and any Second Priority Secured Party pursuant to or as a result of any Lien
granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.


SECTION
2.05.     Perfection Of Liens. Except for the limited
agreements of the First Priority Representatives pursuant to Section 5.05 hereof, none of the First Priority Representatives or
the First Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to
the Shared Collateral for the benefit of the Second Priority Representatives or the Second Priority Secured Parties. None of the
Second Priority Representatives or the Second Priority Secured Parties shall be responsible for perfecting and maintaining the
perfection of Liens with respect to the Shared Collateral for the benefit of the First Priority Representatives or the First Priority
Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the
First Priority Secured Parties and the Second Priority Secured Parties and shall not impose on the First Priority Representatives,
the First Priority Secured Parties, the Second Priority Representatives, the Second Priority Secured Parties or any agent or trustee
therefor any obligations in respect of the disposition of proceeds of any Shared Collateral which would conflict with prior perfected
claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.




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ARTICLE
3

Enforcement


 


SECTION
3.01. Exercise Of Remedies. 


(a)So
long as the Discharge of First Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding
has been commenced by or against the Borrower or any other Grantor, (i) neither any Second Priority Representative nor any Second
Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared
Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights
or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action or any
other exercise of any rights or remedies brought with respect to the Shared Collateral or any other First Priority Collateral
by any First Priority Representative or any First Priority Secured Party in respect of the First Priority Obligations, the exercise
of any right by any First Priority Representative or any First Priority Secured Party (or any agent or sub-agent on their behalf)
in respect of the First Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s
letter or similar agreement or arrangement to which any First Priority Representative or any First Priority Secured Party either
is a party or may have rights as a third-party beneficiary, or any other exercise by any such party of any rights and remedies
relating to the Shared Collateral under the First Priority Debt Documents or otherwise in respect of the First Priority Collateral
or the First Priority Obligations, or (z) object to the forbearance by the First Priority Secured Parties from bringing or pursuing
any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect
of First Priority Obligations and (ii) except as otherwise provided herein, the First Priority Representatives and the First Priority
Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit
bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral
or any other First Priority Collateral without any consultation with or the consent of any Second Priority Representative or any
Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced
by or against the Borrower or any other Grantor, any Second Priority Representative may file a claim, proof of claim, or statement
of interest with respect to the Second Priority Debt Obligations under its Second Priority Debt Facility in a manner that is consistent
with this Agreement, (B) any Second Priority Representative may take any action (not adverse to the prior Liens on the Shared
Collateral securing the First Priority Obligations or the rights of the First Priority Representatives or the First Priority Secured
Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce, subject
to clause (F) below) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority
Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, to the extent
provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies to the extent provided for
in Section 6.03 and may vote on a proposed plan of reorganization or similar dispositive restructuring plan in any Insolvency
or Liquidation Proceeding in accordance with the terms of this Agreement (including Section 6.11), (E) any Second Priority Representative
and the Second Priority Secured Parties may file any necessary or appropriate responsive or defensive pleadings in opposition
to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance
of the claims or Liens of the Second Priority Secured Parties, including any claims secured by the Second Priority Collateral,
in each case in accordance with the terms of this Agreement and (F) from and after the Second Priority Enforcement Date, the Designated
Second Priority Representative (or such other Person, if any, as is authorized by it) may exercise or seek to exercise any rights
or remedies (including setoff) with respect to any Shared Collateral or, if the Second Lien Collateral Agent is the Designated
Second Priority Representative, with respect to the MSR Collateral, instruct the MSR Collateral Agent to exercise such rights
or remedies subject to Section 5.07, in respect of any Second Priority Debt Obligations, or institute any action or proceeding
with respect to such rights or remedies (including any action of foreclosure), but only so long as (1) the Designated First Priority
Representative or any other First Priority Secured Party has not commenced and is not diligently pursuing any exercise of right
or remedies with respect to any Shared Collateral or (2) no Insolvency or Liquidation Proceeding has been commenced with respect
to any Grantor, in each case (A) through (F) above solely to the extent such action is not inconsistent with, or could not result
in a resolution inconsistent with, the terms of this Agreement. In exercising rights and remedies with respect to the First Priority
Collateral, the First Priority Representatives and the First Priority Secured Parties may enforce the provisions of the First
Priority Debt Documents and exercise remedies thereunder or in respect thereof, all in such order and in such manner as they may
determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed
by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or
disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code or other legislation
in respect of the granting and perfection of security interests in respect of real or personal property of any applicable jurisdiction
and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.



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(b)So
long as the Discharge of First Priority Obligations has not occurred, each Second Priority Representative, on behalf of itself
and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will not, take or receive any Shared
Collateral or any proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with
respect to any Shared Collateral in respect of Second Priority Debt Obligations. Without limiting the generality of the foregoing,
unless and until the Discharge of First Priority Obligations has occurred, except as expressly provided in the proviso in clause
(ii) of Section 3.01(a), the sole right of the Second Priority Representatives and the Second Priority Secured Parties with respect
to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Debt Obligations pursuant to
the Second Priority Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof,
if any, after the Discharge of First Priority Obligations has occurred.


(c)Subject
to the proviso in clause (ii) of Section 3.01(a), (i) each Second Priority Representative, for itself and on behalf of each Second
Priority Secured Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any
such Second Priority Secured Party will take any action that would hinder, delay, or interfere with any exercise of remedies undertaken
by any First Priority Representative or any First Priority Secured Party with respect to the Shared Collateral under the First
Priority Debt Documents, including any Disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, hereby waives any and all rights it or any such Second Priority Secured Party may have as a junior lien creditor or
otherwise to object to the manner in which the First Priority Representatives or the First Priority Secured Parties seek to enforce
or collect the First Priority Obligations or the Liens granted on any of the First Priority Collateral, regardless of whether
any action or failure to act by or on behalf of any First Priority Representative or any other First Priority Secured Party is
adverse to the interests of the Second Priority Secured Parties.


(d)Each
Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second
Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the First Priority Representatives or
the First Priority Secured Parties with respect to the First Priority Collateral as set forth in this Agreement and the First
Priority Debt Documents.


(e)Subject
to the proviso in Section 3.01(a), until the Discharge of First Priority Obligations, the Designated First Priority Representative
or any person authorized by it shall have the exclusive right to exercise any right or remedy or power conferred with respect
to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising
such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of First Priority Obligations,
the Designated Second Priority Representative or any person authorized by it shall have the exclusive right to exercise any right
or remedy with respect to the Collateral, and the Designated Second Priority Representative or any Person authorized by it shall
have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any
right or remedy available to the Second Priority Secured Parties with respect to the Collateral, or of exercising or directing
the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized
by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right
of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Secured Parties to take
such actions with respect to the Collateral after the Discharge of First Priority Obligations as may be otherwise required or
authorized pursuant to any intercreditor agreement governing the Second Priority Secured Parties or the Second Priority Debt Obligations.



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SECTION
3.02.     Cooperation. Subject to the proviso in
clause (ii) of Section 3.01(a), each Second Priority Representative, on behalf of itself and each Second Priority Secured Party
under its Second Priority Debt Facility, agrees that, unless and until the Discharge of First Priority Obligations has occurred,
it will not commence, or join with any Person (other than the First Priority Secured Parties and the First Priority Representatives
upon the request of the Designated First Priority Representative) in commencing, any Insolvency or Liquidation Proceeding or any
enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared
Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Debt Obligations.


SECTION
3.03.      Actions Upon Breach. Should any Second
Priority Representative or any Second Priority Secured Party, contrary to this Agreement, in any way take, attempt to take or
threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy
with respect to this Agreement) or fail to take any action required by this Agreement, any First Priority Representative or other
First Priority Secured Party (in its or their own name or in the name of the Borrower or any other Grantor) or the Borrower may
obtain relief against such Second Priority Representative or such Second Priority Secured Party by injunction, specific performance
or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Secured
Party under its Second Priority Debt Facility, hereby (i) agrees that the First Priority Secured Parties’ damages from the
actions of the Second Priority Representatives or any Second Priority Secured Party may at that time be difficult to ascertain
and may be irreparable and waives any defense that the Borrower, any other Grantor or the First Priority Secured Parties cannot
demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of
a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may
be brought by any First Priority Representative or any other First Priority Secured Party.


ARTICLE
4

Payments


SECTION
4.01.      Application Of Proceeds. So long as the
Discharge of First Priority Obligations has not occurred and regardless of whether an Insolvency or Liquidation Proceeding has
been commenced, the Shared Collateral (including any MSR Collateral) or proceeds thereof received in connection with the sale
or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated
First Priority Representative to the First Priority Obligations in such order as specified in the relevant First Priority Debt
Documents and, if applicable, the First Lien Intercreditor Agreement, until the Discharge of First Priority Obligations has occurred.
Until the Discharge of First Priority Obligations, if the holders of the Second Priority
Obligations are granted or receive cash payments in respect of Liens on the Shared Collateral (including any MSR Collateral),
whether or not denominated as post-petition interest or adequate protection, in any Insolvency or Liquidation Proceeding (the
“Junior Priority Bankruptcy Payments”), and regardless as to whether or not any such cash payments are permitted
pursuant to the other provisions of this Agreement, such cash payments shall be deemed to constitute Shared Collateral, shall
be turned over to the Designated First Priority Representative, and shall be applied in accordance with the provisions of the
previous sentence. Upon the Discharge of First Priority Obligations, each applicable First Priority Representative and
the MSR Collateral Agent shall deliver promptly to the Designated Second Priority Representative (or to the Second Lien Collateral
Agent in respect of proceeds on the MSR Collateral) any Shared Collateral or proceeds thereof held by it in the same form as received,
with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated
Second Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority
Debt Documents and, if applicable, the Second Lien Equal Priority Intercreditor Agreement. 



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SECTION
4.02.      Payments Over. So long as the Discharge
of First Priority Obligations has not occurred, any Shared Collateral or proceeds thereof received by any Second Priority Representative
or any Second Priority Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the
Shared Collateral or in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith
paid over to the Designated First Priority Representative for the benefit of the First Priority Secured Parties in the same form
as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated First
Priority Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives
or any such Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable.


ARTICLE
5

Other Agreements


SECTION
5.01.      Releases. 


(a)Each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, agrees that, in the event of any release of Liens on Shared Collateral securing any First Priority Obligations in connection
with (i) the exercise of remedies in respect of Collateral or (ii) if not in connection with the exercise of remedies in respect
of Collateral, any Disposition of Shared Collateral (including all or substantially all of the Capital Stock of any Subsidiary
of the Borrower) so long as Disposition is permitted by the terms of the Second Priority Debt Documents, the Liens granted to
the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral (but not upon the proceeds
thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action,
concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure First Priority Obligations.
Upon delivery to each Second Priority Representative of an Officer’s Certificate stating that any such termination and release
of Liens securing the First Priority Obligations has become effective (or shall become effective concurrently with such termination
and release of the Liens granted to the Second Priority Secured Parties and the Second Priority Representatives) and any necessary
or proper instruments of termination or release prepared by the Borrower or any other Grantor, each Second Priority Representative
will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense and
without any recourse, representation or warranty, such instruments to evidence such termination and release of the Liens. Nothing
in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of
the Second Priority Secured Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral
as set forth in the relevant Second Priority Debt Documents.


(b)Each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, hereby irrevocably constitutes and appoints the Designated First Priority Representative and any officer or agent of
the Designated First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured
Party or in the Designated First Priority Representative’s own name, from time to time in the Designated First Priority
Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate
action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section
5.01(a), including any termination statements, endorsements or other instruments of transfer or release.



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(c)Unless
and until the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf
of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior
to or after an event of default under any First Priority Debt Document of proceeds of Shared Collateral to the repayment of First
Priority Obligations pursuant to the First Priority Debt Documents, provided that nothing in this Section 5.01(c) shall
be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to
receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement.


(d)Notwithstanding
anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Priority Collateral Document
and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral,
(ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii)
to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral
or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar
capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect
of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent
such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of
a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect
of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access
to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item
of Shared Collateral in favor of, in any case, both the Designated First Priority Representative and any Second Priority Representative
or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Priority Obligations has occurred,
comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any
of the actions set forth above only with respect to, or in favor of, the Designated First Priority Representative.


SECTION
5.02.      Insurance And Condemnation Awards. Unless
and until the Discharge of First Priority Obligations has occurred, the Designated First Priority Representative and the First
Priority Secured Parties shall have the sole and exclusive right, subject in each case to the rights of the Grantors under the
First Priority Debt Documents, (a) to adjust settlement for any insurance policy covering the Shared Collateral in the event of
any loss thereunder and (b) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.
Unless and until the Discharge of First Priority Obligations has occurred, and subject to the rights of the Grantors under the
First Priority Debt Documents, all proceeds of any such policy and any such award, if in respect of the Shared Collateral, shall
be paid (i) first, prior to the occurrence of the Discharge of First Priority Obligations, to the Designated First Priority Representative
for the benefit of First Priority Secured Parties pursuant to the terms of the First Priority Debt Documents, (ii) second, after
the occurrence of the Discharge of First Priority Obligations, to the Designated Second Priority Representative for the benefit
of the Second Priority Secured Parties pursuant to the terms of the applicable Second Priority Debt Documents or, if applicable,
the Second Lien Equal Priority Intercreditor Agreement and (iii) third, if no Second Priority Debt Obligations are outstanding,
to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may
otherwise direct. If any Second Priority Representative or any Second Priority Secured Party shall, at any time, receive any proceeds
of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated
First Priority Representative in accordance with the terms of Section 4.02.



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SECTION
5.03.      Certain Amendments. 


(a)No
Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent
with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority Representative copies
of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second
Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause that each new Second Priority Collateral
Document under a Second Priority Debt Facility shall include the following language (or language to similar effect reasonably
approved by the Designated First Priority Representative):


“Notwithstanding
anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant
to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority
Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted
to Barclays Bank PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan
Facility dated as of December 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time), among the Borrower, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, and
the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured
party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of December
5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
among Barclays Bank PLC, as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral
Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors
from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of
this Agreement, the terms of the Intercreditor Agreement shall govern.”


(b)In
the event that each applicable First Priority Representative and/or the First Priority Secured Parties enter into any amendment,
waiver or consent in respect of any of the First Priority Collateral Documents for the purpose of adding to or deleting from,
or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner
the rights of the First Priority Representatives, the First Priority Secured Parties, the Borrower or any other Grantor thereunder
(including the release of any Liens in First Priority Collateral) in a manner that is applicable to all First Priority Debt Facilities,
then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority
Collateral Document without the consent of any Second Priority Representative or any Second Priority Secured Party and without
any action by any Second Priority Representative, the Borrower or any other Grantor; provided, however, that (x)
no such amendment, waiver or consent shall have the effect of (i) removing assets subject to the Lien of any Second Priority Collateral
Document, except to the extent that a release of such Lien is provided for in Section 5.01(a) or (ii) imposing any additional
duties on any Second Priority Representative or otherwise adversely affecting any Second Priority Representative’s rights,
protections, immunities or indemnities without its written consent and (y) written notice of such amendment, waiver or consent
shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment,
waiver or consent.



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(c)The
First Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance
with their terms, and the indebtedness under the First Priority Debt Documents may be Refinanced, in each case, without the consent
of any Second Priority Representative or Second Priority Secured Party; provided, however, that, without the consent
of the Second Lien Collateral Agent (acting with the consent of the requisite holders of Noteholders pursuant to the terms of
the Second Lien Initial Agreement) and each other Second Priority Representative (acting with the consent of the requisite holders
of each series of Second Priority Debt), no such amendment, restatement, supplement or modification shall contravene any provision
of this Agreement.


(d)The
Second Priority Debt Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms,
and the indebtedness under the Second Priority Debt Documents may be refinanced, renewed, extended or replaced, in each case,
without the consent of any First Priority Representative or First Priority Secured Party; provided, however, that,
without the consent of the First Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined
in the First Lien Credit Agreement) and each other First Priority Representative (acting with the consent of the requisite holders
of each series of Additional First Priority Debt), no such amendment, restatement, supplement or modification shall contravene
any provision of this Agreement.


SECTION
5.04.     Rights As Unsecured Creditors. The Second Priority
Representatives and the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower
and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights
and remedies do not violate, or are not otherwise inconsistent with, any other provision of this Agreement. Nothing in this Agreement
shall prohibit the receipt by any Second Priority Representative or any Second Priority Secured Party of the required payments
of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is
not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Secured Party of
rights or remedies as a secured creditor in respect of Shared Collateral and is not otherwise in violation of this Agreement.
In the event any Second Priority Representative or any Second Priority Secured Party becomes a judgment Lien creditor in respect
of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt
Obligations, such judgment Lien shall be subordinated to the Liens securing First Priority Obligations on the same basis as the
other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing First Priority Obligations
under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the First Priority
Representatives or the First Priority Secured Parties may have with respect to the First Priority Collateral.


SECTION
5.05.     Gratuitous Bailee For Perfection. 


(a)Each
First Priority Representative acknowledges and agrees that if it shall at any time hold a Lien securing any First Priority Obligations
on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any Deposit Account
or Securities Account in which such Shared Collateral is held (including any such accounts subject to First Priority Representative’s
control on the date hereof), and if such Shared Collateral or any such account is in fact in the possession or under the control
of such First Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein
as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s
letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable First Priority
Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver,
bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for and on behalf of the relevant
Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second
Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.



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(b)In
the event that any First Priority Representative (or its agents or bailees) has Lien filings against Intellectual Property that
is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such First Priority
Representative agrees to hold such Liens as sub-agent and gratuitous bailee for the relevant Second Priority Representatives and
any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant
Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.


(c)Except
as otherwise specifically provided herein, until the Discharge of First Priority Obligations has occurred, the First Priority
Representatives and the First Priority Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in
accordance with the terms of the First Priority Debt Documents as if the Liens under the Second Priority Collateral Documents
did not exist. The rights of the Second Priority Representatives and the Second Priority Secured Parties with respect to the Pledged
or Controlled Collateral shall at all times be subject to the terms of this Agreement.


(d)The
First Priority Representatives and the First Priority Secured Parties shall have no obligation whatsoever to the Second Priority
Representatives or any Second Priority Secured Party to assure that any of the Pledged or Controlled Collateral is genuine or
owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral,
except as expressly set forth in this Section 5.05. The duties or responsibilities of the First Priority Representatives under
this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in
paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Second Priority Representative
for purposes of perfecting the Lien held by such Second Priority Representative.


(e)The
First Priority Representatives shall not have, by reason of the Collateral Documents, this Agreement or any other document, a
fiduciary relationship in respect of any Second Priority Representative or any Second Priority Secured Party, and each Second
Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility,
hereby waives and releases the First Priority Representatives from all claims and liabilities arising pursuant to the First Priority
Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral
or the MSR Collateral Agent with respect to the MSR Collateral.


(f)Upon
the Discharge of the First Priority Obligations, each applicable First Priority Representative shall, at the Grantors’ sole
cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted
to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such First Priority Representative or any
of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral,
together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries,
and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights
or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise
direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be an additional loss payee or additional
insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify any governmental authority
involved in any condemnation or similar proceeding involving any Grantor that the Designated Second Priority Representative is
entitled to approve any awards granted in such proceeding. The Borrower and the other Grantors shall take such further action
as is required to effectuate the transfer contemplated hereby. The First Priority Representatives have no obligations to follow
instructions from any Second Priority Representative or any other Second Priority Secured Party in contravention of this Agreement.



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(g)None
of the First Priority Representatives nor any of the other First Priority Secured Parties shall be required to marshal any present
or future collateral security for any obligations of the Borrower or any Guarantor to any First Priority Representative or any
First Priority Secured Party under the First Priority Debt Documents or any assurance of payment in respect thereof, or to resort
to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such
collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however
existing or arising.


SECTION
5.06.       When Discharge Of First Priority Obligations Deemed
To Not Have Occurred. If, at any time substantially concurrently with or after the Discharge of First Priority Obligations
has occurred, the Borrower or any Subsidiary incurs any First Priority Obligations (other than in respect of the payment of indemnities
surviving the Discharge of First Priority Obligations), then such Discharge of First Priority Obligations shall automatically
be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date
of such designation as a result of the occurrence of such first Discharge of First Priority Obligations) and the applicable agreement
governing such First Priority Obligations shall automatically be treated as a First Priority Debt Document for all purposes of
this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and
the agent, representative or trustee for the holders of such First Priority Obligations shall be the First Priority Representative
for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new First Priority
Representative), each Second Priority Representative (including the Designated Second Priority Representative) shall promptly
(a) enter into such documents and agreements (at the expense of the Borrower), including amendments, supplements or modifications
to this Agreement, as the Borrower or such new First Priority Representative shall reasonably request in writing in order to provide
the new First Priority Representative the rights of a First Priority Representative contemplated hereby and (b) deliver to such
First Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds
thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including the transfer of
possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices
to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver
or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral.


 


SECTION
5.07.      Lien on MSR Collateral; Acknowledgment Agreements;
Rights of the MSR Collateral Agent. 


 


(a)Subject
to clause (b) below, as security for all Second Lien Initial Obligations, each Grantor hereby grants to the MSR Collateral Agent
for the benefit of the Noteholders, a security interest in and a continuing lien on all of such Grantor’s right, title and
interest in, to and under the GSE MSRs, the Servicing Agreements relating to the GSE MSRs and all other General Intangibles relating
thereto and all Proceeds thereof (the “MSR Collateral”).


(b)The
Lien and security interest granted pursuant to clause (a) above shall become effective with respect to any MSR Collateral only
upon MSR Collateral Agent’s receipt of the Acknowledgment Agreement from the applicable GSE permitting such Lien and security
interest.



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(c)The
MSR Collateral Agent has been appointed as collateral agent for the benefit of the Noteholders pursuant to the Second Lien Initial
Agreement. Upon the Discharge of First Lien Credit Agreement Obligations (unless otherwise agreed in writing by the MSR Collateral
Agent), the Company shall seek a replacement MSR Collateral Agent. The MSR Collateral Agent shall be deemed to have automatically
resigned as the MSR Collateral Agent for the Noteholders on the date a replacement MSR Collateral Agent is appointed by the Company,
or, if no such replacement MSR Collateral Agent is appointed within 30 days after the Discharge of First Lien Credit Agreement
Obligations, the MSR Collateral Agent shall be deemed to have automatically resigned as the MSR Collateral Agent for the Noteholders
on the 30th day after the Discharge of First Lien Credit Agreement Obligations or such later date as may be agreed
by the MSR Collateral Agent in its sole discretion. The Company shall provide a written notice to the Second Lien Collateral Agent
of the Discharge of First Lien Credit Agreement Obligations together with a reference to this Section 5.07, provided that the
MSR Collateral Agent’s resignation shall be automatic notwithstanding any failure by the Company to provide such notice.
The MSR Collateral Agent shall also have the right in its sole and absolute discretion to resign as the MSR Collateral Agent for
the Noteholders (regardless of whether the MSR Collateral Agent continues to act as collateral agent and secured party for the
First Lien Credit Agreement Secured Parties with respect to the MSR Collateral) (i) at any time upon a 30-day prior written notice
to the Second Lien Collateral Agent or (ii) upon prior written notice to the Second Lien Collateral Agent at any time it resigns
as collateral agent pursuant to the First Lien Credit Agreement. The MSR Collateral Agent shall have no duty to preserve MSR Collateral
for the benefit of the Noteholders and the MSR Collateral Agent’s rights to resign as MSR Collateral Agent for the Noteholders
pursuant to this paragraph (c) will be sole and absolute. Upon any resignation of the MSR Collateral Agent as MSR Collateral Agent
for the Noteholders, unless the MSR Collateral Agent is replaced prior to such resignation with a new collateral agent who is
party to the Acknowledgement Agreements, the Lien and security interest created pursuant to this Section 5.07 on the MSR Collateral
for the benefit of the Noteholders shall automatically terminate.


(d)The
MSR Collateral Agent shall be entitled to all exculpatory and liability-limiting provisions of the Second Lien Initial Agreement
that are afforded to the Trustee and the Second Lien Collateral Agent thereunder as if the MSR Collateral Agent were named as
the Trustee and Second Lien Collateral Agent therein. The MSR Collateral Agent shall not be required to take any action hereunder
or under any other Second Priority Debt Document unless (i) it is instructed in writing by the Second Lien Collateral Agent to
take such action and (ii) it has been provided by the Noteholders security or indemnity satisfactory to it against any potential
loss, liability or expense.


(e)All
provisions of this Agreement limiting the rights of the Second Priority Representatives and Second Priority Secured Parties shall
also apply to the MSR Collateral Agent in its capacity as collateral agent for the Noteholders and the MSR Collateral Agent in
its capacity as collateral agent for the Noteholders shall not take any action that is not permitted pursuant to the terms of
this Agreement to be taken by a Second Priority Secured Party.


(f)The
MSR Collateral Agent is not acting hereunder as agent for any Second Priority Secured Parties, other than the Noteholders. The
Noteholders hereby agree that the MSR Collateral Agent shall not have any duties or obligations under this Agreement except those
expressly set forth herein and, without limiting the generality of the foregoing, the MSR Collateral Agent:


 


(i)          shall
have no obligation whatsoever to the Second Lien Collateral Agent or any Noteholder to assure that any of the MSR Collateral is
genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the MSR
Collateral;


(ii)         shall
not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to a Grantor or any of its Affiliates that is communicated to or obtained by the Person serving as the MSR
Collateral Agent or any of its Affiliates in any capacity;



    	-22-



    	 



    




(iii)        shall not be liable for any action taken or not taken by it (1) in the absence of its own gross negligence or willful
misconduct or (2) in reliance on an officer’s certificate of the Borrower stating that such action is permitted by
the terms of this Agreement and the Second Priority Debt Documents;


(iv)        shall
not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in
or in connection with this Agreement or any other Second Priority Debt Documents, (2) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default
or Event of Default, (4) the validity, enforceability, effectiveness or genuineness of this Agreement, or any other agreement,
instrument or document, or the creation, perfection or priority of any Lien purported to be created by this Section 5.07, the
availability, content or accuracy of any Acknowledgment Agreement, (5) the existence, value or the sufficiency of any MSR
Collateral, or (6) the satisfaction of any condition set forth in any Second Priority Debt Document; and


(v)         need
not segregate money held hereunder from other funds and shall be under no liability for interest on any money received by it hereunder.


 


(g)The
provisions of this Section 5.07 shall be subject to the terms of each Acknowledgment Agreement.


(h)The
parties hereto agree that solely for purposes of each Acknowledgment Agreement, all First Lien Credit Agreement Obligations and
all Second Lien Initial Obligations shall be owed to the MSR Collateral Agent and the Borrower agrees to pay such obligations
to the MSR Collateral Agent.


(i)By
accepting the benefit of this Agreement, each Secured Party (other than Second Priority Additional Secured Parties) authorized
the MSR Collateral Agent to enter into each Acknowledgment Agreement on behalf of such Secured Party and agrees that each Acknowledgment
Agreement shall be binding on each such Secured Party as if they were an original signatory thereto and the MSR Collateral Agent
shall have the authority and duty to act exclusively for such Secured Parties with respect to each GSE.


(j)The
Grantors and the Noteholders (other than the Trustee and the Second Lien Collateral Agent) shall indemnify the MSR Collateral
Agent for, and the Grantors shall hold the MSR Collateral Agent harmless against, any and all loss, damage, claims, liability
or expense (including attorneys’ fees and expenses) incurred by it in connection with the Acknowledgment Agreements and
this Section 5.07, including in connection with defending itself against any claim whether asserted by any Noteholder, Grantor
or GSE, or liability in connection with the acceptance, exercise or performance of any of its powers or duties under the Acknowledgment
Agreements and this Section 5.07; provided that no Grantor or such Noteholder shall have any obligation to the MSR Collateral
Agent hereunder with respect to any loss, damage, claims, liability or expense to the extent such loss, damage, claims, liability
or expense resulted from the gross negligence, bad faith or willful misconduct of the MSR Collateral Agent, as determined by a
final, non-appealable judgment of a court of competent jurisdiction.



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ARTICLE
6

Insolvency Or Liquidation Proceedings


 


SECTION
6.01.    Financing and Sale Issues. Until the
Discharge of First Priority Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency
or Liquidation Proceeding, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured
Party under its Second Priority Debt Facility, agrees that (A) if any First Priority Representative shall desire to consent (or
not object) to the sale, use or lease of cash or other collateral and/or to consent (or not object) to the Borrower’s or
any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision
of any other Bankruptcy Law (“DIP Financing”), it will raise no objection to and will not otherwise contest
such sale, use or lease of such cash or other collateral and/or such DIP Financing and, except to the extent permitted by the
proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection
therewith and, to the extent the Liens securing any First Priority Obligations are subordinated to or have the same priority as
the Liens securing such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared
Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second
Priority Debt Obligations are so subordinated to Liens securing First Priority Obligations under this Agreement, (y) any “carve-out”
for professional and United States Trustee fees agreed to by the First Priority Representatives and (z) all adequate protection
liens granted to the First Priority Secured Parties, (B) it will raise no objection to (and will not otherwise contest) any motion
for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First Priority Obligations
made by any First Priority Representative or any other First Priority Secured Party, (C) it will raise no objection to (and will
not otherwise contest) any lawful exercise by any First Priority Secured Party of the right to credit bid First Priority Obligations
at any sale of or sale in foreclosure of Collateral (including pursuant and according to Section 363(k) of the Bankruptcy Code
or any similar provision of any other Bankruptcy Law), (D) it will raise no objection to (and will not otherwise contest) any
other request for judicial relief made in any court by any First Priority Secured Party relating to the lawful enforcement of
any Lien on First Priority Collateral, (E) it will raise no objection to (and will not otherwise contest) any election made by
any First Priority Representative or any other First Priority Secured Party of the application of Section 1111(b) of the Bankruptcy
Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral and (F) it will raise no
objection to (and will not otherwise contest or oppose) any Disposition (including pursuant and according to Section 363 of the
Bankruptcy Code or any similar provision of any other Bankruptcy Law) of assets of any Grantor for which any First Priority Representative
has consented that provides, to the extent such Disposition is to be free and clear of Liens, that the Liens securing the First
Priority Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority
as the Liens on the Shared Collateral securing the First Priority Obligations rank to the Liens on the Shared Collateral securing
the Second Priority Debt Obligations pursuant to this Agreement; provided that the Second Priority Secured Parties are
not deemed to have waived any rights to credit bid on the Shared Collateral in any such sale or disposition pursuant to and in
accordance with Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so
long as any such credit bid provides for the payment in full in cash of the First Priority Obligations. Each Second Priority Representative,
for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that notice received
three Business Days prior to the entry of an order approving such usage of cash collateral or approving such DIP Financing shall
be adequate notice.


SECTION
6.02.    Relief From The Automatic Stay. Until
the Discharge of First Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf of each
Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic
stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect
of any Shared Collateral, without the prior written consent of the Designated First Priority Representative.



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SECTION
6.03.    Adequate Protection. Each Second Priority
Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees
that none of them shall object, contest or support any other Person objecting to or contesting (a) any request by any First Priority
Representative or any First Priority Secured Parties for adequate protection in any form, (b) any objection by any First Priority
Representative or any First Priority Secured Parties to any motion, relief, action or proceeding based on any First Priority Representative’s
or First Priority Secured Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of pre- or
post-petition interest, fees, expenses or other amounts of any First Priority Representative or any other First Priority Secured
Party under Section 506(b) or 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (as adequate
protection or otherwise). Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation
Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of a
Lien on additional or replacement collateral and/or superpriority administrative expense claims in connection with any DIP Financing
and/or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy
Law, then each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second
Priority Debt Facility, may seek or request adequate protection in the form of a Lien on such additional or replacement collateral
and/or a superpriority administrative expense claim (as applicable), which Lien is subordinated to the Liens securing and providing
adequate protection for, all First Priority Obligations and such DIP Financing (and all obligations relating thereto) on the same
basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to the Liens securing First Priority
Obligations under this Agreement, and which superpriority administrative expense claim is subordinated to all claims granted as
adequate protection to the First Priority Secured Parties or otherwise with respect to the First Priority Obligations, and (ii)
in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under their
Second Priority Debt Facilities, seek or request adequate protection, and such adequate protection is granted in the form of (as
applicable) a Lien on additional or replacement collateral and/or a superpriority administrative expense claim, then such Second
Priority Representatives, for themselves and on behalf of each Second Priority Secured Party under their Second Priority Debt
Facilities, agree that each First Priority Representative shall also be granted (as applicable) a senior Lien on such additional
or replacement collateral as security and adequate protection for the First Priority Obligations and any such DIP Financing and/or
a senior superpriority administrative expense claim, and that any Lien on such additional or replacement collateral securing or
providing adequate protection for the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing
the First Priority Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to
the First Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt
Obligations are so subordinated to such Liens securing First Priority Obligations under this Agreement, and that any superpriority
administrative expense claims granted as adequate protection for the Second Priority Debt Obligations shall be subordinated to
the claims granted as adequate protection or otherwise to the First Priority Secured Parties. Without limiting the generality
of the foregoing, to the extent that the First Priority Secured Parties are granted adequate protection in the form of payments
in the amount of current post-petition fees and expenses and/or other cash payments, then the Second Priority Representatives,
for themselves and on behalf of the Second Priority Secured Parties under the Second Priority Debt Facilities, shall not be prohibited
from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses and/or
other cash payments (as applicable), subject to the right of the First Priority Secured Parties to object to the reasonableness
of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.



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SECTION
6.04.    Preference Issues. If any First Priority
Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any
amount to the estate of the Borrower or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment
of such amount was declared to be fraudulent or preferential in any respect and avoided, a transfer at undervalue or for any other
reason (any such amount, a “Recovery”), whether received as proceeds of security, enforcement of any right
of setoff or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be
outstanding as if such payment had not occurred, and the First Priority Secured Parties shall be entitled to the benefits of this
Agreement until a Discharge of First Priority Obligations with respect to all such recovered amounts. If this Agreement shall
have been terminated prior to such Recovery, then this Agreement shall be reinstated in full force and effect, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second
Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility,
hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any
distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and
agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application
in accordance with the priorities set forth in this Agreement.


SECTION
6.05.    Separate Grants Of Security And Separate Classifications.
In Insolvency or Liquidation Proceedings occurring under the Bankruptcy Laws of the United States, each Second Priority Representative,
for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges and agrees
that (a) the grants of Liens pursuant to the First Priority Collateral Documents and the Second Priority Collateral Documents
constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared
Collateral, the Second Priority Debt Obligations are fundamentally different from the First Priority Obligations and must be separately
classified in any plan of reorganization or similar dispositive restructuring plan proposed, confirmed or adopted in such an Insolvency
or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence,
if it is held that any claims of the First Priority Secured Parties and the Second Priority Secured Parties in respect of the
Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then
each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority
Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior
and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent
that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority
Secured Parties), the First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them
in respect of principal, pre-petition interest, fees and expenses and other claims, all amounts owing in respect of post-petition
interest, fees and expenses (whether or not allowed or allowable under Section 506(b) of the Bankruptcy Code or otherwise in such
Insolvency or Liquidation Proceeding) before any distribution is made in respect of the Second Priority Debt Obligations), with
each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority
Debt Facility, hereby acknowledging and agreeing to turn over to the Designated First Priority Representative amounts otherwise
received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the
effect of reducing the claim or recovery of the Second Priority Secured Parties. 



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Notwithstanding
the foregoing provisions of this Section 6.05, with respect to any Insolvency or Liquidation Proceeding under any Bankruptcy
Law in effect in Canada, whether ancillary or plenary, the claims of the First Priority Secured Parties and the Second Priority
Secured Parties shall not be classified in different classes but shall be classified in the same class of claims in any plan of
reorganization, proposal, plan of compromise or arrangement or similar dispositive restructuring plan. None of the First Priority
Representatives, Second Priority Representatives, First Priority Secured Parties or Second Priority Secured Parties shall bring,
commence or file any action, pleading, application, motion or other process to challenge the classification described in the immediately
preceding sentence. Each Second Priority Representative and Second Priority Secured Party shall direct any trustee, receiver or
similar person to pay and distribute over any distributions, payments, Shared Collateral or proceeds thereof received by any of
them in respect of the claims of the Second Priority Secured Parties to the Designated First Priority Representative until the
Discharge of the First Priority Obligations. To further effectuate the intent of the parties as provided in the immediately preceding
sentence and without limiting the obligations in Section 6.11, to the extent that any Insolvency or Liquidation Proceeding under
any Bankruptcy Law in effect in Canada, whether ancillary or plenary, until the Discharge of the First Priority Obligations has
occurred, each Second Priority Representative, for and on behalf of the Second Priority Secured Parties, agrees that it will only
vote any of the claims of the Second Priority Secured Parties in favor of a proposal, plan of compromise, arrangement and/or reorganization
or similar dispositive restructuring plan (x) that provides for the Discharge of the First Priority Obligations through the payment
in cash in full of all the First Priority Obligations or (y) with respect to which such Second Priority Representative has received
written notice from the First Priority Representatives acknowledging each First Priority Representative’s support of such
proposal or plan.


SECTION
6.06.    No Waivers Of Rights Of First Priority Secured Parties.
Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any First Priority Representative
or any other First Priority Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action
taken by any Second Priority Secured Party, including the seeking by any Second Priority Secured Party of adequate protection
or the asserting by any Second Priority Secured Party of any of its rights and remedies under the Second Priority Debt Documents
or otherwise.


SECTION
6.07.    Application. This Agreement, which the
parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or
any similar provision of any other Bankruptcy Law or any law in respect of the granting and perfection of security interests,
shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights
as to the Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding
on the same basis as prior to the date of the petition therefor. All references herein to any Grantor shall include such Grantor
as a debtor-in-possession and any receiver or trustee for such Grantor.


SECTION
6.08.    Other Matters. To the extent that any
Second Priority Representative or any Second Priority Secured Party has or acquires rights under Section 363 or Section 364 of
the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, such Second
Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, agrees
not to assert any such rights without the prior written consent of each First Priority Representative, provided that if
requested by any First Priority Representative, such Second Priority Representative shall timely exercise such rights in the manner
requested by the First Priority Representatives (acting unanimously), including any rights to payments in respect of such rights.


SECTION
6.09.    506(c) Claims. Until the Discharge of
First Priority Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Secured
Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the
Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the First
Priority Obligations for costs or expenses of preserving or disposing of any Shared Collateral.



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SECTION
6.10.    Reorganization Securities. If, in any
Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized
debtor are distributed, pursuant to a plan of reorganization, proposal, plan of compromise or arrangement or similar dispositive
restructuring plan, on account of both the First Priority Obligations and the Second Priority Debt Obligations, then, to the extent
the debt obligations distributed on account of the First Priority Obligations and on account of the Second Priority Debt Obligations
are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such
debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.


SECTION
6.11.    Voting. Each Second Priority Representative,
for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it shall not
propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization or similar dispositive restructuring
plan that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent
of the First Priority Representative or to the extent such plan is proposed or supported by the number of First Priority Secured
Parties under Section 1126(c) of the Bankruptcy Code or any similar provision under any other Bankruptcy Law. Without limiting
the generality of the foregoing, no Second Priority Secured Party (other than with the prior written consent of the Designated
First Priority Representative) may (whether in the capacity of a secured creditor or an unsecured creditor) vote in favor of,
or otherwise directly or indirectly support any plan unless such plan (a) pays off, in cash in full, all First Priority Obligations
or (b) such plan is proposed or supported by the number of First Priority Secured Parties, in accordance with Section 1126(c)
of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.


SECTION
6.12.     Post-Petition Interest.


 


(a)None
of the Second Priority Representatives or any other Second Priority Secured Party shall oppose or seek to challenge any claim
by any First Priority Representative or any First Priority Secured Party for allowance in any Insolvency or Liquidation Proceedings
of First Priority Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges, under
Section 506(b) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) or otherwise.


 


(b)None
of the First Priority Representatives or any First Priority Secured Party shall oppose or seek to challenge any claim by any Second
Priority Representative or any other Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceedings
of Second Priority Debt Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges,
under Section 506(b) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) or otherwise,
to the extent of the value of the Lien of the Second Priority Representatives on behalf of the Second Priority Secured Parties
on the Shared Collateral (after taking into account the First Priority Obligations and the First Liens).


ARTICLE
7

Reliance; etc


SECTION
7.01. Reliance. The consent by the First Priority
Secured Parties to the execution and delivery of the Second Priority Debt Documents to which the First Priority Secured Parties
have consented and all loans and other extensions of credit made or deemed made on and after the date hereof by the First Priority
Secured Parties to the Borrower or any Subsidiary shall be deemed to have been given and made in reliance upon this Agreement.
Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt
Facility, acknowledges that it and such Second Priority Secured Parties have, independently and without reliance on any First
Priority Representative or other First Priority Secured Party, and based on documents and information deemed by them appropriate,
made their own credit analysis and decision to enter into the Second Priority Debt Documents to which they are party or by which
they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own
credit decision in taking or not taking any action under the Second Priority Debt Documents or this Agreement.



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SECTION
7.02.    No Warranties Or Liability. Each First
Priority Representative, on behalf of itself and each First Priority Secured Party under its First Priority Debt Facility, acknowledges
and agrees that neither any Second Priority Representative nor any other Second Priority Secured Party has made any express or
implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the Second Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority
of any Liens thereon. The Second Priority Secured Parties will be entitled to manage and supervise their respective loans and
extensions of credit under the Second Priority Debt Documents in accordance with law and as they may otherwise, in their sole
discretion, deem appropriate, and the Second Priority Secured Parties may manage their loans and extensions of credit without
regard to any rights or interests that the First Priority Representatives and the First Priority Secured Parties have in the Shared
Collateral or otherwise, except as otherwise provided in this Agreement. Except as expressly set forth in this Agreement, the
First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives and the Second Priority
Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied,
nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any
of the Second Priority Obligations, the First Priority Debt Obligations or any guarantee or security which may have been granted
to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or
(c) any other matter except as expressly set forth in this Agreement. 


Each
Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility,
acknowledges and agrees that neither any First Priority Representative nor any other First Priority Secured Party has made any
express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility
or enforceability of any of the First Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority
of any Liens thereon. The First Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions
of credit under the First Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion,
deem appropriate, and the First Priority Secured Parties may manage their loans and extensions of credit without regard to any
rights or interests that the Second Priority Representatives and the Second Priority Secured Parties have in the Shared Collateral
or otherwise, except as otherwise provided in this Agreement. Neither any First Priority Representative nor any other First Priority
Secured Party shall have any duty to any Second Priority Representative or Second Priority Secured Party to act or refrain from
acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement
with the Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they
may have or be charged with. Except as expressly set forth in this Agreement, the First Priority Representatives, the First Priority
Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties have not otherwise made to each other,
nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with
respect to (a) the enforceability, validity, value or collectibility of any of the First Priority Obligations, the Second Priority
Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s
title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.
The Second Priority Representative may not assert any right of marshalling, appraisal, valuation or other similar right that may
be available under applicable law with respect to the Shared Collateral.



    	-29-



    	 



    




SECTION
7.03.   Obligations Unconditional. All rights,
interests, agreements and obligations of the First Priority Representatives, the First Priority Secured Parties, the Second Priority
Representatives and the Second Priority Secured Parties hereunder shall remain in full force and effect irrespective of:


(a)any
lack of validity or enforceability of any First Priority Debt Document or any Second Priority Debt Document;


(b)any
change in the time, manner or place of payment of, or in any other terms of, all or any of the First Priority Obligations or Second
Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether
by course of conduct or otherwise, of the terms of the First Lien Credit Agreement or any other First Priority Debt Document or
of the terms of any Second Priority Debt Document;


(c)any
exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification,
whether in writing or by course of conduct or otherwise, of all or any of the First Priority Obligations or Second Priority Debt
Obligations or any guarantee thereof;


(d)the
commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any other Grantor; or


(e)any
other circumstances that otherwise might constitute a defense available to, or a discharge of, (i) the Borrower or any other Grantor
in respect of the First Priority Obligations or Second Priority Obligations or (ii) any Second Priority Representative or Second
Priority Secured Party in respect of this Agreement.


ARTICLE
8

Miscellaneous


SECTION
8.01. Conflicts. Subject to Section 8.18, in
the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Debt Document or any
Second Priority Debt Document, the provisions of this Agreement shall govern; provided that the foregoing shall not limit
or alter the protections afforded such Representative as provided in Section 8.20. Notwithstanding the foregoing, the relative
rights and obligations of the First Priority Representatives and the First Priority Secured Parties (as amongst themselves) with
respect to any First Priority Collateral shall be governed by the terms of the First Lien Intercreditor Agreement and in the event
of any conflict between the First Lien Intercreditor Agreement and this Agreement, the provisions of the First Lien Intercreditor
Agreement shall control. Notwithstanding the foregoing, the relative rights and obligations of the Second Priority Representatives
and the Second Priority Secured Parties (as amongst themselves) with respect to any Second Priority Collateral shall be governed
by the terms of the Second Lien Equal Priority Intercreditor Agreement and in the event of any conflict between the Second Lien
Equal Priority Intercreditor Agreement and this Agreement (solely as to such relative rights and obligations of the Second Priority
Representatives and the Second Priority Secured Parties (as amongst themselves)), the provisions of the Second Lien Equal Priority
Intercreditor Agreement shall control.


SECTION
8.02. Continuing Nature; Severability. Subject
to Section 6.04, this Agreement shall continue to be effective until the Discharge of First Priority Obligations shall have occurred.
This is a continuing agreement of Lien subordination, and the First Priority Secured Parties may continue, at any time and without
notice to the Second Priority Representatives or any Second Priority Secured Party, to extend credit and other financial accommodations
and lend monies to or for the benefit of the Borrower or any Guarantor constituting First Priority Obligations in reliance hereon.
The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.



    	-30-



    	 



    




SECTION
8.03.    Amendments; Waivers. 


(a)No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such
party to any other or further notice or demand in similar or other circumstances.


(b)This
Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing
the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement
requires the Borrower’s consent or which increases the obligations or reduces the rights of the Borrower or any Grantor,
including Section 5.07, shall require the consent of the Borrower. Any such amendment, supplement or waiver shall be in writing
and shall be binding upon the First Priority Secured Parties, the Borrower, Guarantors and the Second Priority Secured Parties
and their respective successors and assigns.


(c)Notwithstanding
the foregoing, without the consent of any Secured Party, any Representative may become a party hereto by execution and delivery
of a Joinder Agreement in accordance with Section 8.09 of this Agreement and, upon such execution and delivery, such Representative
and the Secured Parties and First Priority Obligations or Second Priority Debt Obligations of the Debt Facility for which such
Representative is acting shall be subject to the terms hereof.


SECTION
8.04.    Information Concerning Financial Condition of the
Grantors. The First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives
and the Second Priority Secured Parties shall have no responsibility to keep any other Secured Party informed of (a) the financial
condition of the Borrower and the other Grantors and all endorsers or guarantors of the First Priority Obligations or the Second
Priority Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations
or the Second Priority Debt Obligations. The First Priority Representatives, the First Priority Secured Parties, the Second Priority
Representatives and the Second Priority Secured Parties shall have no duty to advise any other party hereunder of information
known to it or them regarding such condition or any such circumstances or otherwise. In the event that any First Priority Representative,
any First Priority Secured Party, any Second Priority Representative or any Second Priority Secured Party, in its sole discretion,
undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation
to (i) make, and the First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives and
the Second Priority Secured Parties shall not make or be deemed to have made, any express or implied representation or warranty,
including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide
any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or
(iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential. For the avoidance of doubt, the Second Lien Collateral Agent makes
no credit analysis or credit decision with respect to its entry into or performance under this Agreement or any Second Lien Initial
Agreement or any Second Priority Collateral Document and no provision of this Agreement, the Second Lien Initial Agreement or
any Second Priority Collateral Document shall be construed to require it to do so.



    	-31-



    	 



    




SECTION
8.05.    Subrogation. Each Second Priority Representative,
on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, hereby agrees not to assert
any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Priority Obligations
has occurred.


SECTION
8.06.    Application of Payments. Except as otherwise
provided herein, all payments received by the First Priority Secured Parties may be applied, reversed and reapplied, in whole
or in part, to such part of the First Priority Obligations as the First Priority Secured Parties, in their sole discretion, deem
appropriate, consistent with the terms of the First Priority Debt Documents. Except as otherwise provided herein, each Second
Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, assents
to any such extension or postponement of the time of payment of the First Priority Obligations or any part thereof and to any
other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any
part of the First Priority Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.


SECTION
8.07.    Additional Grantors. The Borrower agrees
that, if any parent company of the Borrower or any Subsidiary shall become a Grantor after the date hereof, it will promptly cause
such parent company or Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex I. Upon
such execution and delivery, such parent company or Subsidiary will become a Grantor hereunder with the same force and effect
as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any
other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Designated First Priority
Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Grantor as a party to this Agreement. If any Grantor is a Foreign Subsidiary, the joinder may include such
additional provisions as are requested to be included by the Borrower to reflect any limitations on the obligations of such Grantor
with respect to obligations of the Borrower or any Domestic Subsidiary, which additional provisions shall be reasonably satisfactory
to the Designated First Priority Representative.


SECTION
8.08.    Dealings With Grantors. Upon any application
or demand by the Borrower or any other Grantor to any Representative to take or permit any action under any of the provisions
of this Agreement or under any Collateral Document (if such action is subject to the provisions hereof), the Borrower or such
other Grantor, as appropriate, shall furnish to such Representative a certificate of an Authorized Officer (an “Officer’s
Certificate”) stating that all conditions precedent, if any, provided for in this Agreement or such Collateral Document,
as the case may be, relating to the proposed action have been complied with, except that in the case of any such application or
demand as to which the furnishing of such documents is specifically required by any provision of this Agreement or any Collateral
Document relating to such particular application or demand, no additional certificate or opinion need be furnished.



    	-32-



    	 



    




SECTION
8.09. Additional Debt Facilities. 


(a)To
the extent, but only to the extent, permitted by the provisions of the First Priority Debt Documents and the Second Priority Debt
Documents, the Borrower or any other Grantor may incur or issue and sell one or more series or classes of Second Priority Debt
and at any time after the Discharge of First Lien Credit Agreement Obligations, one or more series or classes of Additional First
Priority Debt. Any such additional class or series of additional Second Priority Debt (the “Second Priority Class Debt”)
may be secured by a junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second
Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of
any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf
of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt
being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying
conditions (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional
class or series of First Priority Debt Facilities (the “First Priority Class Debt”; and the First Priority
Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien
on Shared Collateral, in each case under and pursuant to the First Priority Collateral Documents, if and subject to the condition
that the Representative of any such First Lien Class Debt (each, a “First Priority Class Debt Representative”;
and the First Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class
Debt Representatives”), acting on behalf of the holders of such First Priority Class Debt (such Representative and holders
in respect of any such First Priority Class Debt being referred to as the “First Priority Class Debt Parties”;
and the First Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”),
becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately
succeeding paragraph, and Section 8.09(b). 


In
order for a Class Debt Representative to become a party to this Agreement:


(i)   such
Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (if such
Representative is a Second Priority Class Debt Representative) or Annex III (if such Representative is a First Lien Class Debt
Representative) (with such changes as may be reasonably approved by the Designated First Priority Representative and such Class
Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class
Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby;


(ii)  the
Borrower shall have delivered to the Designated First Priority Representative and the Designated Second Lien Representative an
Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class
Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or First Priority Debt Documents,
as applicable, relating to such Class Debt, certified as being true and correct by an Authorized Officer of the Borrower; and


(iii) the
Second Priority Debt Documents or First Priority Debt Documents, as applicable, relating to such Class Debt shall provide, or
shall be amended on terms and conditions reasonably approved by the Designated First Priority Representative and such Class Debt
Representative, that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this
Agreement in its capacity as a holder of such Class Debt.



    	-33-



    	 



    




(b)With
respect to any Class Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agree
to take such actions (if any) as may from time to time reasonably be requested by any First Priority Representative or any Second
Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees
and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably
requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral
Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and
authorizes the Designated First Priority Representative and the Designated Second Priority Representative, as the case may be,
to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents). 


SECTION
8.10.    Consent To Jurisdiction; Waivers. Each
Representative, on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally:


(a)submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State
of New York in the County of New York, the courts of the United States of America for the Southern District of New York in the
County of New York, and appellate courts from any thereof;


(b)consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


(c)agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred
to in Section 8.11;


(d)agrees
that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law; and


(e)waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 8.10 any special, exemplary, punitive or consequential damages.


SECTION
8.11.    Notices. All notices, requests, demands
and other communications provided for or permitted hereunder shall be in writing and shall be sent by hand, overnight courier
service, by fax or registered mail:


(i)     if
to the Borrower or any Grantor, to the Borrower, at its address at:


Ocwen
Loan Servicing, LLC


1661
Worthington Road, Suite 100


West
Palm Beach, Florida 33409


Attention:
Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer


Email:
Michael.Stanton@ocwen.com; Mark.Freeman@ocwen.com; Nitin.Purushothaman@ocwen.com;
Timothy.Hayes@ocwen.com; Michael.Bourque@ocwen.com



    	-34-



    	 



    




(ii)    if
to the First Lien Collateral Agent, to it at:


Bank
Debt Management Group


745
Seventh Avenue


New
York, New York 10019


Attention:
Evan Moriarty


Telephone:
(212) 526-1447


Email:
evan.moriarty@barclays.com


 


with
a copy to:



Barclays Bank PLC

700 Prides Crossing, 2nd Floor

Newark, Delaware  19713

Attention: Venkat Raman

Facsimile: (972) 535-5728

Telephone: (302) 286-2383

Email: venkat.raman@barclayscapital.com


(iii)    if
to the Second Lien Collateral Agent, to it at:


Wilmington
Trust, National Association


1100
N. Market St.


Wilmington,
DE 19890


Attention:
Ocwen Loan Servicing, LLC Administrator


Fax:
(302) 636-4149


 


(iv)   if
to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section
8.09.


Unless
otherwise specifically provided herein, all notices and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of receipt by an officer of such person with direct
responsibility over this Agreement or in accordance with the latest unrevoked direction from such party given in accordance with
this Section 8.11. As agreed to among the Borrower and the applicable Representatives from time to time, notices and other communications
may also be delivered by e-mail to the email address of a representative of the applicable Person provided from time to time by
such Person.


SECTION
8.12.    Further Assurances. Each First Priority
Representative, on behalf of itself and each First Priority Secured Party under the First Priority Debt Facility for which it
is acting, and each Second Priority Representative, on behalf of itself, and each Second Priority Secured Party under its Second
Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and
instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of,
and the Lien priorities contemplated by, this Agreement.


SECTION
8.13.    Governing Law; Waiver Of Jury Trial. 


(A)THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



    	-35-



    	 



    




(B)EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.


SECTION
8.14.    Binding On Successors And Assigns. This
Agreement shall be binding upon the First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives,
the Second Priority Secured Parties, the Borrower, the other Grantors party hereto and their respective successors and assigns.


SECTION
8.15.    Section Titles. The section titles contained
in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.


SECTION
8.16.    Counterparts. This Agreement may be executed
in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and
all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by
facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


SECTION
8.17.    Authorization. By its signature, each
Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly
authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this Agreement is binding upon
the First Lien Credit Agreement Secured Parties. The Second Lien Collateral Agent represents and warrants that its execution and
delivery of this Agreement is authorized by the terms of the Second Lien Initial Agreement, which provides that this Agreement
is binding upon the Noteholders.


SECTION
8.18.   No Third Party Beneficiaries; Successors And Assigns.
The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall
inure solely to the benefit of the First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives
and the Second Priority Secured Parties, and their respective permitted successors and assigns, and no other Person (including
the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in an Insolvency or Liquidation Proceeding)
shall have or be entitled to assert such rights; provided that, after entering into an Acknowledgement Agreement with a
GSE, such GSE shall be a third party beneficiary with respect to Section 5.07(g).


SECTION
8.19.    Effectiveness. This Agreement shall become
effective when executed and delivered by the parties hereto.


SECTION
8.20.    Representatives. It is understood and
agreed that (a) the First Lien Collateral Agent is entering into this Agreement in its capacity as collateral agent under the
First Lien Credit Agreement and the provisions of Section 9 of the First Lien Credit Agreement applicable to the Agents (as defined
therein) thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) the Second Lien Collateral Agent is entering
into this Agreement in its capacity as Collateral Trustee under the Second Lien Initial Agreement and the provisions of Article
11 of the Second Lien Initial Agreement applicable to the Collateral Agent (as defined therein) thereunder shall also apply to
the Second Lien Collateral Agent hereunder and (c) each other Representative party hereto is entering into this Agreement in its
capacity as trustee or agent for the secured parties referenced in the applicable Additional First Priority Debt Document or Second
Priority Debt Document (as applicable) and the corresponding exculpatory and liability-limiting provisions of such agreement applicable
to such Representative thereunder shall also apply to such Representative hereunder.



    	-36-



    	 



    




SECTION
8.21.    Relative Rights. Notwithstanding anything
in this Agreement to the contrary (except to the extent contemplated by Section 5.01(a), 5.01(d) or 5.03(b)), nothing in this
Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the First Lien Credit Agreement, any other
First Priority Debt Document or any Second Priority Debt Documents, or permit the Borrower or any other Grantor to take any action,
or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, the
First Lien Credit Agreement or any other First Priority Debt Document or any Second Priority Debt Documents, (b) change the relative
priorities of the First Priority Obligations or the Liens granted under the First Priority Collateral Documents on the Shared
Collateral (or any other assets) as among the First Priority Secured Parties, (c) otherwise change the relative rights of the
First Priority Secured Parties in respect of the Shared Collateral as among such First Priority Secured Parties or (d) obligate
the Borrower or any other Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of,
or default under, the First Lien Credit Agreement or any other First Priority Debt Document or any Second Priority Debt Document.


SECTION
8.22.    Survival Of Agreement. All covenants,
agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement.


[Signature
Page Follows]




    	-37-



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.




	 	 	 
	 	BARCLAYS BANK PLC, as First Lien
	 	Collateral Agent
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL
	 	ASSOCIATION, as Second Lien Collateral
	 	Agent
	 	 	 
	 	By:	 	 
	 	 	Name: Linda Garcia
	 	 	Title: Vice President
	 	 	 
	 	THE GRANTORS LISTED ON SCHEDULE I
	 	HERETO
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:








    	-38-



    	 



    




 



SCHEDULE
I





Grantors


 


Ocwen
Financial Corporation


Ocwen
Mortgage Servicing, Inc.


Homeward
Residential Holdings, Inc.


Homeward
Residential, Inc.


Automotive
Capital Services, Inc.



    	



    	 



    


 



EXHIBIT
H


[FORM
OF]



EQUAL PRIORITY INTERCREDITOR AGREEMENT 



among



OCWEN LOAN SERVICING, LLC,

as the Company,



the other Grantors party hereto,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as as Collateral Trustee and Authorized Representative for the Notes
Secured Parties,


[          ],

as the Initial Additional Authorized Representative,


and



each additional Authorized Representative from time to time party hereto


dated
as of [______], 20[ ]




    	 



    	 



    

EQUAL
PRIORITY INTERCREDITOR AGREEMENT, dated as of [ ], 20[  ] (this “Agreement”), among OCWEN LOAN
SERVICING, LLC, a Delaware limited liability company (the “Company”), the other Grantors (as defined below)
from time to time party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as collateral
trustee for the Notes Secured Parties (as defined below) (in such capacity and together with its successors in such capacity,
the “Notes Collateral Agent”), [   ], as Authorized Representative for the Initial Additional Secured
Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional
Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the other
Additional Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.


In
consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Notes Collateral Agent (for itself and on behalf of the Notes Secured Parties), the Initial
Additional Authorized Representative (for itself and on behalf of the Initial Additional Secured Parties) and each additional
Authorized Representative (for itself and on behalf of the Additional Secured Parties of the applicable Series) agree as follows:


ARTICLE
I



Definitions


SECTION
1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in
the Indenture or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms
have the meanings specified below:


“Additional
Class Debt” has the meaning assigned to such term in Section 5.13.


“Additional
Class Debt Parties” has the meaning assigned to such term in Section 5.13.


“Additional
Class Debt Representative” has the meaning assigned to such term in Section 5.13.


“Additional
Documents” means, with respect to the Initial Additional Obligations or any Series of Additional Class Debt, the notes,
credit agreements, loan agreements, note purchase agreements, indentures, security documents and other operative agreements evidencing
or governing such indebtedness and liens securing such indebtedness, including the Initial Additional Documents and the Additional
Security Documents and each other agreement entered into for the purpose of securing the Initial Additional Obligations or any
Series of Additional Class Debt; provided that, in each case, the Indebtedness thereunder (other than the Initial Additional
Obligations) has been designated by the Company as Additional Obligations pursuant to Section 5.13 hereto.


“Additional
Obligations” shall mean the Initial Additional Obligations and all advances to, and debts, liabilities, obligations,
covenants and duties of, any Grantor arising under any Additional Documents relating to Indebtedness Incurred by, or provided
to, the Company, the Parent and/or any other Grantor, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement
by or against any Grantor of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding (or that
would accrue but for the operation of applicable Bankruptcy Law), regardless of whether such interest and fees are allowed claims
in such proceeding, in each case, that have been designated by the Company as Additional Obligations pursuant to and in accordance
with Section 5.13(ii).



    	 



    	 



    



“Additional
Secured Party” means the holders of any Additional Obligations and any Authorized Representative with respect thereto,
and shall include the Initial Additional Secured Parties.


“Additional
Security Documents” means any security agreement or any other document now existing or entered into after the date hereof
that create Liens on any assets or properties of the Company, the Parent or any other Grantor to secure the Additional Obligations.


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Applicable
Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge
of Notes Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Notes Collateral Agent and (ii)
from and after the earlier of (x) the Discharge of Notes Obligations and (y) the Non-Controlling Authorized Representative Enforcement
Date, the Major Non-Controlling Authorized Representative.


“Authorized
Representative” means, at any time, (i) in the case of any Notes Obligations or the Notes Secured Parties, the Notes
Collateral Agent, (ii) in the case of the Initial Additional Obligations or the Initial Additional Secured Parties, the Initial
Additional Authorized Representative, and (iii) in the case of any other Series of Additional Obligations (other than the Initial
Additional Obligations) or Additional Secured Parties (other than the Initial Additional Secured Parties) that become subject
to this Agreement after the date hereof, the Authorized Representative named for such Series in the applicable Joinder Agreement.


“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


“Bankruptcy
Law” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada), and any other federal, state, provincial or foreign law, including common law, from time to time
in effect in respect of voluntary or involuntary insolvency, liquidation, dissolution, wind-up, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, reorganization, or debtor relief.


“Collateral”
means all assets and properties subject to Liens created pursuant to any Security Document to secure one or more Series of Obligations.


“Company”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Controlling
Secured Parties” means, with respect to any Shared Collateral, (i) at any time when the Notes Collateral Agent is the
Applicable Authorized Representative, the Notes Secured Parties and (ii) at any other time, the Series of Secured Parties whose
Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.


“DIP
Financing” has the meaning assigned to such term in Section 2.05(b).


“DIP
Financing Liens” has the meaning assigned to such term in Section 2.05(b).


“DIP
Lenders” has the meaning assigned to such term in Section 2.05(b).



    	 



    	 



    



“Discharge”
means, with respect to any Shared Collateral and any Series of Obligations, the date on which such Series of Obligations is no
longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.


“Discharge
of Notes Obligations” means, with respect to any Shared Collateral, the Discharge of the Notes Obligations with respect
to such Shared Collateral; provided that the Discharge of Notes Obligations shall not be deemed to have occurred in connection
with a Refinancing of such Notes Obligations with additional Obligations secured by such Shared Collateral under an Additional
Document which has been designated in writing by the Company to the Authorized Representative, as the “Indenture”
for purposes of this Agreement.


“Event
of Default” means an “Event of Default” (or similarly defined term) as defined in any Secured Credit Document.


“First
Priority Debt Documents” has the meaning ascribed to such term in the Junior Priority Intercreditor Agreement.


“Grantors”
means the Company and each of the other Guarantors (as defined in the Indenture) and each other Subsidiary of the Parent which
has granted a security interest pursuant to any Security Document to secure any Series of Obligations. The Grantors existing on
the date hereof are set forth on the signature pages hereto as “Grantors”.


“Impairment”
has the meaning assigned to such term in Section 1.03.


“Indenture”
means that certain Indenture, dated as of December 5, 2016, among the Company, the Guarantors identified therein, and Wilmington
Trust, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”)
and as collateral trustee (the “Collateral Trustee”, which Collateral Trustee, for the avoidance of doubt,
is the Notes Collateral Agent), or such other Indenture as identified by the Company in connection with a Refinancing of the Notes
Obligations.


“Initial
Additional Authorized Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Initial
Additional Agreement” means that certain [Indenture], dated as of [   ], among the [Company][,] [the Guarantors identified
therein], and [   ], as [trustee].


“Initial
Additional Documents” means the Initial Additional Agreement, [the debt securities issued thereunder,] and any security
documents and other operative agreements evidencing or governing the Indebtedness thereunder, and the liens securing such Indebtedness,
including any agreement entered into for the purpose of securing the Initial Additional Obligations.


“Initial
Additional Obligations” means the [“Obligations”] as such term is defined in the Initial Additional Agreement.


“Initial
Additional Secured Parties” means the Initial Additional Authorized Representative, the holders of the Initial Additional
Obligations issued pursuant to the Initial Additional Agreement and the Authorized Representative for such Initial Additional
Obligations.



    	 



    	 



    




“Insolvency
or Liquidation Proceeding” means:


(1)          any
case or other proceeding commenced by or against the Company or any other Grantor under any Bankruptcy Law, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any other
Grantor, any receivership or assignment for the benefit of creditors relating to the Company or any other Grantor or any similar
case or proceeding relative to the Company or any other Grantor or its creditors, as such, in each case whether or not voluntary;


(2)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


(3)          any
other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims.


“Intervening
Creditor” has the meaning assigned to such term in Section 2.01(a).


“Joinder
Agreement” means a joinder to this Agreement in the form of Annex I hereof required to be delivered by an Authorized
Representative to each Authorized Representative pursuant to Section 5.13 hereof in order to establish an additional Series
of Additional Obligations and add Additional Secured Parties hereunder.


“Junior
Priority Intercreditor Agreement” means that certain Junior Priority Intercreditor Agreement dated as of December 5,
2016, by and among Wilmington Trust, National Association, as Notes Collateral Agent, Barclays Bank PLC, as administrative agent
and collateral agent under the First Lien Credit Agreement (as defined therein), the Company and the other Grantors party thereto.


“Lien”
means any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance, and
any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity in title or
similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention
agreement or any lease in the nature thereof); provided that in no event shall an operating lease be deemed to be a Lien.


“Major
Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized Representative
of the Series of Additional Obligations that constitutes the largest outstanding principal amount of any then outstanding Series
of Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding Series
of Additional Obligations which have an equal outstanding principal amount, the Series of Additional Obligations with the earlier
maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.


“New
York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.


“Non-Controlling
Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that
is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.



    	 



    	 



    



“Non-Controlling
Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the
date which is 90 days (throughout which 90 day period such Non-Controlling Authorized Representative was the Major Non-Controlling
Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Additional Document
under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) each Authorized Representative’s
receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized
Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the
Additional Document under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred
and is continuing and (y) the Additional Obligations of the Series with respect to which such Non-Controlling Authorized Representative
is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise)
in accordance with the terms of the applicable Additional Document; provided that the Non-Controlling Authorized Representative
Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral
(1) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with
respect to such Shared Collateral, (2) at any time the Grantor which has granted a security interest in such Shared Collateral
is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding or (3) at any time
the Applicable Authorized Representative is stayed from pursuing enforcement actions pursuant to the Junior Priority Intercreditor
Agreement.


“Non-Controlling
Secured Parties” means, with respect to any Shared Collateral, the Secured Parties which are not Controlling Secured
Parties with respect to such Shared Collateral.


“Notes
Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.


“Notes
Collateral Agreement” means that certain Second Lien Pledge and Security Agreement, dated as of December 5, 2016, among
the Company, the Guarantors identified therein, and the Notes Collateral Agent.


“Notes
Collateral Documents” means the Notes Collateral Agreement and the other “Security Documents” as defined
in the Indenture, and each of the security agreements and other instruments and documents executed and delivered by the Company,
the Parent, or any other Grantor for purposes of providing collateral security for any Notes Obligations.


“Notes
Obligations” means “Secured Obligations” as defined in the Notes Collateral Agreement.


“Notes
Secured Parties” means the “Secured Parties” as defined in the Notes Collateral Agreement.


“Obligations”
means, collectively, (i) the Notes Obligations and (ii) each Series of Additional Obligations.


“Parent”
means Ocwen Financial Corporation, a Florida corporation.


“Post-Petition
Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement
of any Insolvency or Liquidation Proceeding, whether or not allowed or allowable as a claim in such proceeding.



    	 



    	 



    



“Possessory
Collateral” means any Shared Collateral in the possession of an Authorized Representative (or its agents or bailees),
to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory
Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each
case, delivered to or in the possession of such Authorized Representative under the terms of the Security Documents.


“Proceeds”
has the meaning assigned to such term in Section 2.01(a).


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure,
refund, replace or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement
for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated
and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing”
have correlative meanings.


“Secured
Credit Document” means (i) the Indenture and each Indenture Document (as defined in the Notes Collateral Agreement),
(ii) each Initial Additional Document, and (iii) each Additional Document.


“Secured
Parties” means (i) the Notes Secured Parties and (ii) the Additional Secured Parties with respect to each Series of
Additional Obligations.


“Security
Documents” means, collectively, (i) the Notes Collateral Documents and (ii) the Additional Security Documents.


“Series”
means (a) with respect to the Secured Parties, each of (i) the Notes Secured Parties (in their capacities as such), (ii) the Initial
Additional Secured Parties (in their capacities as such), and (iii) the Additional Secured Parties (other than the Initial Additional
Secured Parties) that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative
(in its capacity as such for such Additional Secured Parties) and (b) with respect to any Obligations, each of (i) the Notes Obligations,
(ii) the Initial Additional Obligations, and (iii) the Additional Obligations (other than the Initial Additional Obligations)
incurred pursuant to any Additional Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common
Authorized Representative (in its capacity as such for such Additional Obligations).


“Shared
Collateral” means, at any time, Collateral in which the holders of two or more Series of Obligations hold a valid and
perfected security interest at such time. If more than two Series of Obligations are outstanding at any time and the holders of
less than all Series of Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral
shall constitute Shared Collateral for those Series of Obligations that hold a valid and perfected security interest in such Collateral
at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest
in such Collateral at such time.


“Trustee”
and “Collateral Trustee” has the meaning assigned to such terms in the definition of “Indenture”.


“Wilmington”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


SECTION
1.02 Terms Generally. The rules of interpretation set forth in Sections [1.2, 1.3 and 1.5] of the Indenture are incorporated
herein, mutatis mutandis.



    	 



    	 



    



SECTION
1.03 Impairments. It is the intention of the Secured Parties of each Series that the holders of Obligations of such
Series (and not the Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction
that (x) any of the Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations
(other than another Series of Obligations), (y) any of the Obligations of such Series do not have an enforceable security interest
in any of the Collateral securing any other Series of Obligations and/or (z) any intervening security interest exists securing
any other obligations (other than another Series of Obligations) on a basis ranking prior to the security interest of such Series
of Obligations but junior to the security interest of any other Series of Obligations or (ii) the existence of any Collateral
for any other Series of Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i)
or (ii) with respect to any Series of Obligations, an “Impairment” of such Series). In the event of any Impairment
with respect to any Series of Obligations, the results of such Impairment shall be borne solely by the holders of such Series
of Obligations, and the rights of the holders of such Series of Obligations (including, without limitation, the right to receive
distributions in respect of such Series of Obligations pursuant to Section 2.01) set forth herein shall be modified to
the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Obligations
subject to such Impairment. Additionally, in the event the Obligations of any Series are modified pursuant to applicable law (including,
without limitation, pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law),
any reference to such Obligations or the Security Documents governing such Obligations shall refer to such obligations or such
documents as so modified.


ARTICLE
II



Priorities and Agreements with Respect to Shared Collateral


SECTION
2.01 Priority of Claims.


(a)          Subject
to the Junior Priority Intercreditor Agreement, anything contained herein or in any of the Secured Credit Documents to the contrary
notwithstanding (but subject to Section 1.03 and the Junior Priority Intercreditor Agreement), if an Event of Default has
occurred and is continuing, the Applicable Authorized Representative or any Secured Party is taking action to enforce rights in
respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation
Proceeding of the Company or any other Grantor (including any adequate protection payments) or any Secured Party receives any
payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds
of any sale, collection or other liquidation of any such Collateral by any Secured Party or received by the Applicable Authorized
Representative or any Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral and proceeds
of any such distribution (subject, in the case of any such proceeds, to the sentence immediately following) to which the Obligations
are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation
of any Shared Collateral, all proceeds received pursuant to any such intercredtior agreement and all proceeds of any such distribution
being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment in full in cash of
all amounts owing to the Collateral Trustee (in its capacity as such) pursuant to the terms of any Secured Credit Document, (ii)
SECOND, subject to Section 1.03, to the payment in full in cash of the Obligations of each Series on a ratable basis, with
such Proceeds to be applied to the Obligations of a given Series in accordance with the terms of the applicable Secured Credit
Documents and (iii) THIRD, after payment in full in cash of all Obligations, to the Company and the other Grantors or their successors
or assigns, as their interests may appear, or to whosoever may be lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct. If, despite the provisions of this Section 2.01(a), any Secured Party shall receive any payment
or other recovery in excess of its portion of payments on account of the Obligations to which it is then entitled in accordance
with this Section 2.01(a), such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured
Parties for distribution in accordance with this Section 2.01(a); provided that following the commencement of any
Insolvency or Liquidation Proceeding with respect to any Grantor, solely as among the Second Priority Secured Parties and solely
for purposes of this clause and not any other documents governing any Second Priority Obligations, in the event the value of the
Collateral is not sufficient for the entire amount of post-petition interest on the Second Priority Obligations to be allowed
under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy
law in such Insolvency or Liquidation Proceeding, the amount of Second Priority Obligations of each series of Second Priority
Obligations shall include only the maximum amount of post-petition interest on the Second Priority Obligations allowable under
Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law
in such Insolvency or Liquidation Proceeding



    	 



    	 



    



Subject
to the Junior Priority Intercreditor Agreement, notwithstanding the foregoing, with respect to any Shared Collateral for which
a third party (other than a Secured Party) has a lien or security interest that is junior in priority to the security interest
of any Series of Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security
interest of any other Series of Obligations (such third party, an “Intervening Creditor”), the value of any
Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from
the Shared Collateral or Proceeds to be distributed in respect of the Series of Obligations with respect to which such Impairment
exists.


(b)          It
is acknowledged that the Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit
Documents and subject to Section 2.08, be increased, extended, renewed, replaced, restated, supplemented, restructured,
repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth
in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the Secured Parties of any Series.


(c)          Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Obligations granted
on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable
law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the Obligations of any Series or any other
circumstance whatsoever (but, in each case, subject to Section 1.03), each Secured Party hereby agrees that the Liens securing
each Series of Obligations on any Shared Collateral shall be of equal priority.


SECTION
2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.


(a)          Subject
to the Junior Priority Intercreditor Agreement, only the Applicable Authorized Representative shall act or refrain from acting
with respect to any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral
other than the Junior Priority Intercreditor Agreement). No Non-Controlling Secured Party shall or shall instruct any Authorized
Representative to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or
power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action
available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any
Shared Collateral), whether under any Additional Security Document, applicable law or otherwise, it being agreed that only the
Applicable Authorized Representative or any person authorized by it, shall be entitled to take any such actions or exercise any
such remedies with respect to Shared Collateral at such time.



    	 



    	 



    



(b)          Subject
to the Junior Priority Intercreditor Agreement, notwithstanding the equal priority of the Liens securing each Series of Obligations,
the Applicable Authorized Representative may deal with the Shared Collateral as if such Applicable Authorized Representative had
a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest,
protest or object to any foreclosure proceeding or action brought by the Applicable Authorized Representative or the Controlling
Secured Party or any other exercise by the Applicable Authorized Representative or the Controlling Secured Party of any rights
and remedies relating to the Shared Collateral, or to cause the Applicable Authorized Representative to do so. The foregoing shall
not be construed to limit the rights and priorities of any Secured Party or any Authorized Representative with respect to any
Collateral not constituting Shared Collateral.


(c)          Each
of the Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person
in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment
or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions
of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Authorized
Representative to enforce this Agreement.


SECTION
2.03 No Interference; Payment Over.


(a)          Each
Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any Obligations
of any Series or any Security Document or the validity, attachment, perfection or priority of any Lien under any Security Document
or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii)
it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay,
in any manner, whether by judicial proceedings or otherwise, any Disposition of the Shared Collateral by the Applicable Authorized
Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Authorized
Representative or any other Secured Party to exercise any right, remedy or power with respect to any Shared Collateral (including
pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Authorized Representative or any other
Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit, Insolvency
or Liquidation Proceeding or any other proceeding any claim against the Applicable Authorized Representative or any other Secured
Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared
Collateral, and any Applicable Authorized Representative or any other Secured Party shall not be liable for any action taken or
omitted to be taken by such Applicable Authorized Representative or such other Secured Party with respect to any Shared Collateral
in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral
or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly
or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement;
provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Authorized
Representative or any other Secured Party to enforce this Agreement.


(b)          Subject
to the Junior Priority Intercreditor Agreement, each Secured Party hereby agrees that if it shall obtain possession of any Shared
Collateral or shall realize any Proceeds or payment in respect of any such Shared Collateral, pursuant to any Security Document
or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through
any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each
of the Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other Secured Parties and
promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Authorized Representative,
to be distributed in accordance with the provisions of Section 2.01 hereof.



    	 



    	 



    



SECTION
2.04 Automatic Release of Liens; Amendments to Security Documents.


(a)          If,
at any time the Applicable Authorized Representative forecloses upon or otherwise exercises remedies against any Shared Collateral
resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time)
the Liens in favor of each other Authorized Representative for the benefit of each Series of Secured Parties upon such Shared
Collateral will automatically be released and discharged as and when, but only to the extent, such Liens of the Applicable Authorized
Representative on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral
realized therefrom shall be applied pursuant to Section 2.01.


(b)          Each
Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations
and other instruments as shall reasonably be requested by the Applicable Authorized Representative to evidence and confirm any
release of Shared Collateral provided for in this Section 2.04.


SECTION
2.05 Certain Agreements with Respect to Insolvency or Liquidation Proceedings.


(a)          The
parties acknowledge that this Agreement is a subordination agreement under Section 510(b) of the Bankruptcy Code and shall continue
in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Bankruptcy
Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Company or any
of its Subsidiaries.


(b)          Subject
to the Junior Priority Intercreditor Agreement, if the Company and/or any other Grantor shall become subject to an Insolvency
or Liquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”)
to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law, each Secured Party (other than any Controlling Secured Party or Authorized Representative
of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral
securing the same (“DIP Financing Liens”) and/or to any use of cash collateral that constitutes Shared Collateral,
unless the Authorized Representative of any Controlling Secured Party shall then oppose or object to such DIP Financing or such
DIP Financing Liens and/or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens
on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate
its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than
any Liens of any Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such
DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the Obligations of the Controlling
Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set
forth herein), in each case so long as (A) the Secured Parties of each Series retain the benefit of their Liens on all such Shared
Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the
same priority vis-à-vis all the other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing
Liens) as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (B) the Secured Parties of each Series
are granted Liens on any additional collateral pledged to any Secured Parties as adequate protection or otherwise in connection
with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Secured Parties (other than any
Liens of the Secured Parties constituting DIP Financing Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing
or cash collateral is applied to repay any of the Obligations, such amount is applied pursuant to Section 2.01, and (D)
if any Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP
Financing and/or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01;
provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP
Financing over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Authorized Representative
that do not constitute Shared Collateral; and provided, further, that the Secured Parties receiving adequate protection
shall not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such
Secured Parties in connection with a DIP Financing and/or use of cash collateral.



    	 



    	 



    



SECTION
2.06 Reinstatement. In the event that any of the Obligations shall be paid in full and such payment or any part thereof
shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under any Bankruptcy
Law, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and
conditions of this Article II shall be fully applicable thereto until all such Obligations shall again have been paid in
full in cash.


SECTION
2.07 Insurance. Subject to the Junior Priority Intercreditor Agreement, as between the Secured Parties, the Applicable
Authorized Representative shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared
Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting
the Shared Collateral.


SECTION
2.08 Refinancings. The Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice
to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured
Credit Document) of any Secured Party of any other Series, all without affecting the priorities provided for herein or the other
provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall
have executed a Joinder Agreement and a joinder to the Junior Priority Intercreditor Agreement on behalf of the holders of such
Refinancing indebtedness.


SECTION
2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.


(a)          Subject
to the Junior Priority Intercreditor Agreement, to the extent not required to be delivered to a First Priority Representative
(as defined in the Junior Priority Intercreditor Agreement), the Possessory Collateral shall be delivered to the Notes Collateral
Agent and the Notes Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the
Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the
benefit of each other Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such
Possessory Collateral, if any, pursuant to the applicable Security Documents, in each case, subject to the terms and conditions
of this Section 2.09; provided that at any time the Notes Collateral Agent is not the Applicable Authorized Representative,
the Notes Collateral Agent shall, at the request of the Applicable Authorized Representative, promptly deliver all Possessory
Collateral to the Applicable Authorized Representative together with any necessary endorsements (or otherwise allow the Applicable
Authorized Representative to obtain control of such Possessory Collateral). The Company shall take such further action as is required
to effectuate the transfer contemplated hereby and shall indemnify each Authorized Representative for loss or damage suffered
by such Authorized Representative as a result of such transfer except for loss or damage suffered by such Authorized Representative
as a result of its own willful misconduct or gross negligence.



    	 



    	 



    


(b)          The
Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time
in its possession, as gratuitous bailee for the benefit of each other Secured Party and any assignee, solely for the purpose of
perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable Security Documents,
in each case, subject to the terms and conditions of this Section 2.09.


(c)          The
duties or responsibilities of each Authorized Representative under this Section 2.09 shall be limited solely to holding
any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party for
purposes of perfecting the Lien held by such Secured Parties therein.


SECTION
2.10 Amendments to Security Documents.


(a)          Without
the prior written consent of the Notes Collateral Agent, each other Authorized Representative agrees that after the date of this
Agreement no Additional Security Document may be amended, supplemented or otherwise modified or entered into to the extent such
amendment, supplement or modification, or the terms of any new Additional Security Document would be prohibited by, or would require
any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.


(b)          Without
the prior written consent of each other Authorized Representative, the Notes Collateral Agent agrees that after the date of this
Agreement no Notes Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Notes Collateral Document would be prohibited by, or would require any Grantor
to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.


        (c)          In
                                         making determinations required by this Section 2.10, each Authorized Representative
                                         may conclusively rely on an officer’s certificate of the Company and Opinion of
                                         Counsel.


ARTICLE
III



Existence and Amounts of Liens and Obligations


SECTION
3.01 Determinations with Respect to Amounts of Liens and Obligations. Whenever any Authorized Representative shall
be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence
or amount of any Obligations of any Series, or the Shared Collateral subject to any Lien securing the Obligations of any Series,
it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled
to make such determination or not make any determination on the basis of the information so furnished; provided, however,
that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting
Authorized Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good
faith judgment, determine, including by reliance upon a certificate of the Company. Each Authorized Representative may rely conclusively,
and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding
sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Secured
Party or any other person as a result of such determination.



    	 



    	 



    



ARTICLE
IV



The Applicable Authorized Representative


SECTION
4.01 Authority.


(a)          Notwithstanding
any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Applicable
Authorized Representative to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct the
Applicable Authorized Representative, except that the Applicable Authorized Representative shall be obligated to distribute proceeds
of any Shared Collateral in accordance with Section 2.01 hereof.


(b)          Subject
to the Junior Priority Intercreditor Agreement, in furtherance of the foregoing, each Non-Controlling Secured Party acknowledges
and agrees that the Applicable Authorized Representative shall be entitled, for the benefit of the Secured Parties, to sell, transfer
or otherwise dispose of or deal with any Shared Collateral as provided herein and in the Security Documents, as applicable, for
which the Applicable Authorized Representative is the collateral agent of such Shared Collateral, without regard to any rights
to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the Obligations held by such Non-Controlling
Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that any Applicable Authorized Representative
or any other Secured Party shall not have any duty or obligation first to marshal or realize upon any type of Shared Collateral
(or any other Collateral securing any of the Obligations), or to sell, dispose of or otherwise liquidate all or any portion of
such Shared Collateral (or any other Collateral securing any Obligations), in any manner that would maximize the return to the
Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation
may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition
or liquidation. Each of the Secured Parties waives any claim it may now or hereafter have against any Authorized Representative
of any other Series of Obligations or any other Secured Party of any other Series arising out of (i) any actions which any Authorized
Representative or the Secured Parties take or omit to take (including, actions with respect to the creation, perfection or continuation
of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize
upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Obligations from
any account debtor, guarantor or any other party) in accordance with the Security Documents or any other agreement related thereto
or to the collection of the Obligations or the valuation, use, protection or release of any security for the Obligations, (ii)
any election by any Applicable Authorized Representative or any holders of Obligations, in any proceeding instituted under the
Bankruptcy Code or any other applicable Bankruptcy Law, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law, or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest
or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy
Law, by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement,
the Applicable Authorized Representative shall not accept any Shared Collateral in full or partial satisfaction of any Obligations
pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction or similar provision of any foreign law, without
the consent of each Authorized Representative representing holders of Obligations for whom such Collateral constitutes Shared
Collateral.



    	 



    	 



    


ARTICLE
V



Miscellaneous


SECTION
5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


(a)          if
to the Notes Collateral Agent, to it at:


Wilmington
Trust, National Association


1100
N. Market St.


Wilmington,
DE 19890


Attention:
Ocwen Loan Servicing, LLC Administrator


Fax:
(302) 636-4149


 


(b)          if
to the Initial Additional Authorized Representative, to it at:


[          ];


 


(c)          if
to any other Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.


Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other
cases) by an officer of such person with direct responsibility over this Agreement. As agreed to in writing among each Authorized
Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such person.


SECTION
5.02 Waivers; Amendment; Joinder Agreements.


(a)          No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle
such party to any other or further notice or demand in similar or other circumstances.


(b)          Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement)
except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (and with respect to any
such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent
or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company).



    	 



    	 



    


(c)          Notwithstanding
the foregoing, without the consent of any Secured Party, any Authorized Representative may become a party hereto by execution
and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized
Representative and the Additional Secured Parties and Additional Obligations of the Series for which such Authorized Representative
is acting shall be subject to the terms hereof and the terms of the Additional Security Documents applicable thereto. Any Authorized
Representative which becomes a party hereto shall also become a party to the Junior Priority Intercreditor Agreement as a “Second
Priority Representative” in accordance with the terms thereof.


(d)          Notwithstanding
the foregoing, without the consent of any other Authorized Representative or Secured Party, the Authorized Representative may
effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional Obligations
in compliance with the Indenture and the other Secured Credit Documents.


 






SECTION
5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third
party beneficiaries of, this Agreement.


SECTION
5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement
shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this
Agreement.


SECTION
5.05 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery
of a manually executed counterpart hereof.


SECTION
5.06 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


SECTION
5.07 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


SECTION
5.08 Submission to Jurisdiction Waivers; Consent to Service of Process. Each Authorized Representative, on behalf of
itself and the Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents , or for recognition
and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York located
in the Borough of Manhattan, the courts of the United States for the Southern District of New York, and appellate courts from
any thereof;



    	 



    	 



    

(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address
set forth in Section 5.01;


(d)          agrees
that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction;
and


          (e)          waives,
                                         to the maximum extent not prohibited by law, any right it may have to claim or recover
                                         in any legal action or proceeding referred to in this Section 5.08 any special,
                                         exemplary, punitive or consequential damages. 


SECTION
5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.


SECTION
5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part
of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


SECTION
5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions
of any of the Security Documents or any of the other Secured Credit Documents, the provisions of this Agreement shall control
except as it relates to the rights, protections, immunities and indemnities of the Notes Collateral Agent under the Indenture,
which shall control. In the event of any conflict between the provisions of this Agreement and the provisions of the Junior Priority
Intercreditor Agreement (solely with respect to the relative rights and obligations of the Secured Parties, on the one hand, and
the First Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement), on the other hand), the provisions
of the Junior Priority Intercreditor Agreement shall govern.


SECTION
5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for
the purpose of defining the relative rights of the Secured Parties in relation to one another. None of the Company, any other
Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement
(provided that nothing in this Agreement (other than Sections 2.04, 2.05, and 2.09) is intended to
or will amend, waive or otherwise modify the provisions of the Indenture or any Additional Documents), and none of the Company
or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.09 and Article V).
Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional,
to pay the Obligations as and when the same shall become due and payable in accordance with their terms.


SECTION
5.13 Additional Senior Debt. To the extent, but only to the extent permitted by the provisions of the First Priority
Debt Documents, the Indenture, and the Additional Documents, the Company may incur additional indebtedness after the date hereof
that is permitted by First Priority Debt Documents the Indenture and the Additional Documents to be incurred and secured on an
equal and ratable basis by the Liens securing the Obligations (such indebtedness referred to as “Additional Class Debt”).
Any such Additional Class Debt may be secured by a Lien on a pari passu basis, in each case under and pursuant to the Additional
Documents, if and subject to the condition that the Authorized Representative of any such Additional Class Debt (each, an “Additional
Class Debt Representative”), acting on behalf of the holders of such Additional Class Debt (such Authorized Representative
and holders in respect of any Additional Class Debt being referred to as the “Additional Class Debt Parties”),
becomes a party to this Agreement and the Junior Priority Intercreditor Agreement (if then in effect) by satisfying the conditions
set forth in clauses (i) through (iv) of the immediately succeeding paragraph.



    	 



    	 



    



In
order for an Additional Class Debt Representative and, if applicable, the collateral agent for any such Additional Class Debt,
to become a party to this Agreement,


(i)        such
Additional Class Debt Representative, each Authorized Representative and each Grantor shall have executed and delivered an instrument
substantially in the form of Annex I (with such changes as may be reasonably approved by such Additional Class Debt Representative)
pursuant to which (a) such Additional Class Debt Representative becomes an Authorized Representative hereunder, and (b) the Additional
Class Debt in respect of which such Additional Class Debt Representative is the Authorized Representative and the related Additional
Class Debt Parties become subject hereto and bound hereby;


(ii)       the
Company shall have (x) delivered to each Authorized Representative an officer’s certificate stating that the conditions
set forth in this section are satisfied and, if requested, deliver true and complete copies of each of the Additional Documents
relating to such Additional Class Debt, certified as being true and correct by an authorized officer of the Company and (y) identified
in such officer’s certificate the obligations to be designated as Additional Obligations and the initial aggregate principal
amount or face amount thereof;


(iii)      all
filings, recordations and/or amendments or supplements to the Security Documents necessary or desirable in the reasonable judgment
of such Additional Class Debt Representative to confirm and perfect the Liens securing the relevant obligations relating to such
Additional Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable
provisions to perform such filings or recordings have been taken in the reasonable judgment of such Additional Class Debt Representative),
and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been
taken in the reasonable judgment of the Additional Class Debt Representative); and


(iv)      the
Additional Documents, as applicable, relating to such Additional Class Debt shall provide that each Additional Class Debt Party
with respect to such Additional Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as
a holder of such Additional Class Debt.


SECTION
5.14 Agent Capacities. Except as expressly provided herein or in the Notes Collateral Documents, Wilmington is acting
in the capacity of Authorized Representative solely for the Notes Secured Parties. The Notes Collateral Agent shall have the benefit
of all rights, privileges, immunities, indemnities and protections contained in the Second Lien Documents in the acceptance, execution,
delivery and performance of this Agreement as though fully set forth herein. The Company and each Additional Class Debt Representative
acknowledges and agrees that the Notes Collateral Agent shall not have any responsibility pursuant to this Agreement, the Indenture,
or any Security Document with respect to any UCC financing statements, patent, trademark or copyright filings or other filings
or recordings filed or recorded by the Company or any other entity party to perfect security interests in the Collateral, or to
maintain any register or record of any Additional Class Debt, Additional Debt Parties, or Additional Class Representatives. Except
as expressly provided herein or in the Additional Security Documents, [ ] is acting in the capacity of an Authorized Representative
solely for the Additional Secured Parties. Except as expressly set forth herein, none of the Trustee or the Notes Collateral Agent
shall not have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being
subject to and governed by the applicable Secured Credit Documents.



    	 



    	 



    


SECTION
5.15 Integration. This Agreement together with the other Secured Credit Documents and the Security Documents represents
the agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof and there are no promises,
undertakings, representations or warranties by any Grantor, the Notes Collateral Agent, or any other Secured Party relative to
the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the Security
Documents.


Section
5.16 Junior Priority Intercreditor Agreement.


NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND TO THOSE PARTIES THAT BECOME
A PARTY HERETO FOLLOWING THE EXECUTION AND DELIVERY OF A JOINDER AGREEMENT ARE SUBJECT TO THE LIMITATIONS AND PROVISIONS OF THE
JUNIOR PRIORITY INTERCREDITOR AGREEMENT IN ALL RESPECTS.


[Signature
Page Follows]




    	 



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.







	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee and Authorized Representative for the Notes Secured Parties 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[           ],
	 	as Initial Additional Authorized Representative
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 		
	 	THE GRANTORS LISTED ON SCHEDULE I HERETO
	 	 	 
	 	By: 	 
		 	Name:
	 	 	Title:







    	 



    	 



    

Schedule
I to the

Equal Priority Intercreditor Agreement


Grantors


 


[Ocwen
Loan Servicing LLC


Ocwen
Financial Corporation


Ocwen
Mortgage Servicing, Inc.


Homeward
Residential Holdings, Inc.


Homeward
Residential, Inc.


Automotive
Capital Services, Inc.] 




    	 



    	 



    

ANNEX
I


[FORM
OF] JOINDER NO. [] dated as of [], 20[ ] to the EQUAL PRIORITY INTERCREDITOR AGREEMENT dated as of [],
20[ ] (the “Second Lien Equal Priority Intercreditor Agreement”), among OCWEN LOAN SERVICING, LLC, a
Delaware limited liability company (the “Company”), the other Grantors (as defined below) from time to time
party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as collateral trustee for the Notes
Secured Parties under the Security Documents (in such capacity and together with its successors in such capacity, the “Notes
Collateral Agent”), [ ], as Initial Additional Authorized Representative, and the additional Authorized Representatives
from time to time a party thereto.1


A.          Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Second Lien Equal Priority
Intercreditor Agreement.


B.          As
a condition to the ability of the Company to incur Additional Obligations and to secure such Additional Class Debt with the liens
and security interests created by the Additional Security Documents, the Additional Class Debt Representative in respect of such
Additional Class Debt is required to become an Authorized Representative, and such Additional Class Debt and the Additional Class
Debt Parties in respect thereof are required to become subject to and bound by, the Second Lien Equal Priority Intercreditor Agreement.
Section 5.13 of the Second Lien Equal Priority Intercreditor Agreement provides that such Additional Class Debt Representative
may become an Authorized Representative, and such Additional Class Debt and such Additional Class Debt Parties may become subject
to and bound by the Second Lien Equal Priority Intercreditor Agreement upon the execution and delivery by the Authorized Representative
of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.13 of
the Second Lien Equal Priority Intercreditor Agreement. The undersigned Additional Class Debt Representative (the “New
Representative”) are executing this Joinder Agreement in accordance with the requirements of the Second Lien Equal Priority
Intercreditor Agreement and the Security Documents.


Accordingly,
each Authorized Representative and the New Representative agree as follows:


SECTION
1. In accordance with Section 5.13 of the Second Lien Equal Priority Intercreditor Agreement, the New Representative
by its signature below becomes an Authorized Representative under, and the related Additional Class Debt and Additional Class
Debt Parties become subject to and bound by, the Second Lien Equal Priority Intercreditor Agreement with the same force and effect
as if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on
its behalf and on behalf of such Additional Class Debt Parties, hereby agrees to all the terms and provisions of the Second Lien
Equal Priority Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Class Debt Parties
that it represents as Additional Secured Parties. Each reference to an “Authorized Representative” in the Second
Lien Equal Priority Intercreditor Agreement shall be deemed to include the New Representative. The Second Lien Equal Priority
Intercreditor Agreement is hereby incorporated herein by reference.


SECTION
2. The New Representative represents and warrants to each Authorized Representative, each Authorized Representative and the
other Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent]
[trustee] under [describe Additional Document, (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms and (iii) the Additional Documents
relating to such Additional Class Debt provide that, upon the New Representative’s entry into this Agreement, the Additional
Class Debt Parties in respect of such Additional Class Debt will be subject to and bound by the provisions of the Second Lien
Equal Priority Intercreditor Agreement as Additional Secured Parties.









 



1In
the event of the Refinancing of the Notes Obligations, revise to reflect a new Notes Collateral Agent.


 



    	Annex I



    	 



    

SECTION
3. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Joinder shall become effective when each Authorized Representative shall have received
a counterpart of this Joinder that bears the signatures of the New Representative. Delivery of an executed signature page to this
Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder.


SECTION
4. Except as expressly supplemented hereby, the Second Lien Equal Priority Intercreditor Agreement shall remain in full force
and effect.


SECTION
5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


SECTION
6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in
any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Second Lien Equal Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


SECTION
7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Second
Lien Equal Priority Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given
to it at its address set forth below its signature hereto.


SECTION
8. The Company agrees to reimburse each Authorized Representative and each Authorized Representative for its reasonable out-of-pocket
expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel.


[Signature
Page Follows]




    	Annex I



    	 



    

IN
WITNESS WHEREOF, the New Representative has duly executed this Joinder to the Second Lien Equal Priority Intercreditor Agreement
as of the day and year first above written.



 


	 	[NAME
    OF NEW REPRESENTATIVE], as [          ] for the holders of [          ] 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 
	 	 
	 	attention of:	 
	 	 
	 	Telecopy:	 







    	Annex I



    	 



    

Acknowledged
by:


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as the Notes Collateral Agent and Authorized Representative,


 


	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 	 
	[ ],	 
	as Initial Additional Authorized Representative,	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	[OTHER AUTHORIZED REPRESENTATIVES]	 
	 	 	 
	OCWEN LOAN SERVICING, LLC,	 
	as Company	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	OCWEN FINANCIAL CORPORATION,	 
	as Parent 	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	THE OTHER GRANTORS	 
	LISTED ON SCHEDULE I HERETO	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 







    	Annex I



    	 



    

ANNEX
I

Schedule I to the

Supplement to the

Second Lien Equal Priority Intercreditor Agreement


Grantors


 


[Ocwen
Mortgage Servicing, Inc.


Homeward
Residential Holdings, Inc.


Homeward
Residential, Inc.


Automotive
Capital Services, Inc.]


    	119