Exhibit 10.3


 


AMENDED
AND RESTATED SENIOR SECURED TERM LOAN FACILITY AGREEMENT



dated as of December 5, 2016



among



OCWEN LOAN SERVICING, LLC,

as Borrower,



OCWEN FINANCIAL CORPORATION,

as Parent,



and



CERTAIN SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION,

as Subsidiary Guarantors,



THE LENDERS PARTY HERETO



and



BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent

_____________________________________________________________



$335,000,000 Amended and Restated Senior Secured Term Loan Facility

_____________________________________________________________



BARCLAYS BANK PLC,

JPMORGAN CHASE BANK, N.A.,


NOMURA
SECURITIES INTERNATIONAL, INC.


and

CREDIT SUISSE SECURITIES (USA) LLC

as Joint Lead Arrangers and Joint Bookrunners



BARCLAYS BANK PLC,

as Sole Syndication Agent


 


and


 


JPMORGAN
CHASE BANK, N.A.,


NOMURA
SECURITIES INTERNATIONAL, INC.


and

CREDIT SUISSE SECURITIES (USA) LLC


as
Co-Documentation Agents 




    	 



    	 



    



	 	TABLE OF CONTENTS	 
	 	 	 
	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS AND INTERPRETATION
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Accounting Terms	37
	Section 1.03	Interpretation,
    Etc	38
	Section 1.04	Effect of this
    Agreement on the Existing Term Loan and the other Loan Documents	 38
	 	 	 
	ARTICLE II
	THE FACILITY
	 	 	 
	Section 2.01	Term Loan Facility	38
	Section 2.02	Pro Rata Shares;
    Availability of Funds	40
	Section 2.03	Use of Proceeds	40
	Section 2.04	Evidence of Debt;
    Register; Lenders’ Books and Records; Notes	40
	Section 2.05	Interest	41
	Section 2.06	Conversion/Continuation	42
	Section 2.07	Default Interest	43
	Section 2.08	Fees	43
	Section 2.09	Payments	43
	Section 2.10	[Reserved]	43
	Section 2.11	Voluntary Prepayments	43
	Section 2.12	Mandatory Repayment	44
	Section 2.13	Application of
    Prepayments	46
	Section 2.14	General Provisions
    Regarding Payments	46
	Section 2.15	Ratable Sharing	47
	Section 2.16	Making or Maintaining
    Eurodollar Rate Loans	48
	Section 2.17	Increased Costs;
    Capital Adequacy; Liquidity	50
	Section 2.18	Taxes; Withholding,
    Etc	50
	Section 2.19	Obligation to
    Mitigate	54
	Section 2.20	Defaulting Lenders	54
	Section 2.21	Removal or Replacement
    of a Lender	55
	Section 2.22	Incremental Facilities	55
	 	 	 
	ARTICLE III
	CONDITIONS PRECEDENT
	 	 	 
	Section 3.01	Conditions Precedent	57




    	-i-



    	 



    


	 	 	Page
	 	 	 
	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	Section 4.01	Organization and
    Qualification	60
	Section 4.02	Corporate Authorization	60
	Section 4.03	Equity Interests
    and Ownership	60
	Section 4.04	[Reserved]	60
	Section 4.05	No Conflict	61
	Section 4.06	Governmental Consents	61
	Section 4.07	Binding Obligation	61
	Section 4.08	Financial Statements	61
	Section 4.09	No Material Adverse
    Change	61
	Section 4.10	Tax Returns and
    Payments	61
	Section 4.11	Environmental
    Matters	62
	Section 4.12	Governmental Regulation	62
	Section 4.13	[Reserved]	62
	Section 4.14	Employee Matters	62
	Section 4.15	ERISA	63
	Section 4.16	Margin Stock	63
	Section 4.17	[Reserved]	63
	Section 4.18	Solvency	63
	Section 4.19	Disclosure	63
	Section 4.20	PATRIOT Act; Anti-Corruption	64
	Section 4.21	Security Documents	64
	Section 4.22	Adverse Proceedings;
    Compliance with Law	64
	Section 4.23	Properties	64
	Section 4.24	Servicing Advances;
    Specified Deferred Servicing Fees; Specified MSRs	65
	 	 	 
	ARTICLE V
	AFFIRMATIVE COVENANTS
	 	 	 
	Section 5.01	Financial Statements
    and Other Reports	65
	Section 5.02	Existence	69
	Section 5.03	Payment of Taxes
    and Claims	69
	Section 5.04	[Reserved]	69
	Section 5.05	Insurance	70
	Section 5.06	Books and Records;
    Inspections	70
	Section 5.07	Conference Calls	70
	Section 5.08	Compliance with
    Laws	70
	Section 5.09	Environmental	70
	Section 5.10	Subsidiaries	71
	Section 5.11	Further Assurances	71
	Section 5.12	Maintenance of
    Ratings	72
	Section 5.13	Post-Closing Actions	72
	Section 5.14	[Reserved]	72
	Section 5.15	Servicing Agreements	72




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	 	 	Page
	 	 	 
	ARTICLE VI
	NEGATIVE COVENANTS
	 	 	 
	Section 6.01	Indebtedness	73
	Section 6.02	Liens	75
	Section 6.03	No Further Negative Pledges	77
	Section 6.04	Restricted Junior Payments	77
	Section 6.05	Restrictions on Subsidiary Distributions	78
	Section 6.06	Investments	78
	Section 6.07	Financial Covenant	80
	Section 6.08	Fundamental Changes; Disposition of Assets; Acquisitions	80
	Section 6.09	Disposal of Subsidiary Interests	81
	Section 6.10	Sales and Lease-Backs	81
	Section 6.11	Transactions with Shareholders and Affiliates	82
	Section 6.12	Conduct of Business	82
	Section 6.13	Modifications of Junior Indebtedness	82
	Section 6.14	Amendments or Waivers of Organizational Documents	82
	Section 6.15	Fiscal Year	82
	 	 	 
	ARTICLE VII
	GUARANTY
	 	 	 
	Section 7.01	Guaranty of the Obligations	82
	Section 7.02	Contribution by Subsidiary Guarantors	82
	Section 7.03	Payment by Guarantors	83
	Section 7.04	Liability of Guarantors Absolute	83
	Section 7.05	Waivers by Guarantors	85
	Section 7.06	Guarantors’ Rights of Subrogation, Contribution, Etc	86
	Section 7.07	Subordination of Other Obligations	86
	Section 7.08	Continuing Guaranty	86
	Section 7.09	Authority of Guarantors or the Borrower	86
	Section 7.10	Financial Condition of the Borrower	87
	Section 7.11	Bankruptcy, Etc	87
	Section 7.12	Discharge of Guaranty Upon Sale of Guarantor	87
	Section 7.13	Keepwell	88
	 	 	 
	ARTICLE VIII
	EVENTS OF DEFAULT
	 	 	 
	Section 8.01	Events of Default	88
	 	 	 
	ARTICLE IX
	AGENTS
	 	 	 
	Section 9.01	Appointment of Agents	91
	Section 9.02	Powers and Duties	91
	Section 9.03	General Immunity	91




    	-iii-



    	 



    

	 	 	Page
	 	 	 
	Section 9.04	Agents Entitled
    to Act as Lender	92
	Section 9.05	Lenders’
    Representations, Warranties and Acknowledgment	93
	Section 9.06	Indemnity	93
	Section 9.07	Successor Administrative
    Agent and Collateral Agent	94
	Section 9.08	Security Documents
    and Guaranty	95
	Section 9.09	Withholding Taxes	96
	Section 9.10	Administrative
    Agent May File Proofs of Claim	96
	 	 	 
	ARTICLE X
	MISCELLANEOUS
	 	 	 
	Section 10.01	Notices	97
	Section 10.02	Expenses	98
	Section 10.03	Indemnity	99
	Section 10.04	Set-Off	99
	Section 10.05	Amendments and
    Waivers	100
	Section 10.06	Successors and
    Assigns; Participations	102
	Section 10.07	Survival of Representations,
    Warranties and Agreements	105
	Section 10.08	No Waiver; Remedies
    Cumulative	105
	Section 10.09	Marshalling; Payments
    Set Aside	105
	Section 10.10	Severability	105
	Section 10.11	Obligations Several;
    Independent Nature of Lenders’ Rights	105
	Section 10.12	Headings	105
	Section 10.13	APPLICABLE LAW	106
	Section 10.14	CONSENT TO JURISDICTION	106
	Section 10.15	Confidentiality	107
	Section 10.16	Usury Savings
    Clause	107
	Section 10.17	Counterparts	108
	Section 10.18	Effectiveness;
    Entire Agreement; No Third Party Beneficiaries	108
	Section 10.19	PATRIOT Act	108
	Section 10.20	Electronic Execution
    of Assignments	108
	Section 10.21	No Fiduciary Duty	108
	Section 10.22	WAIVER OF JURY
    TRIAL	109
	Section 10.23	Amendment and
    Restatement; No Novation	109
	Section 10.24	Acknowledgement
    and Consent to Bail-In of EEA Financial Institutions	110




    	-iv-



    	 



    


	SCHEDULES:	1.01(a)	Restatement Effective
    Date Term Commitments
	 	1.01(b)	Securitization
    Entities
	 	1.01(c)	Principal Office
	 	1.01(d)	Material Subsidiaries
	 	1.01(e)(A)	Specified Servicing
    Agreements
	 	1.01(e)(B)	Specified MSRs/Deferred
    Servicing Fees/Unencumbered Advances
	 	2.09	Amortization Schedule
	 	4.01	Organization and
    Qualification
	 	4.03	Equity Interests
    and Ownership
	 	6.01	Certain Indebtedness
	 	6.02	Certain Liens
	 	6.05	Certain Restrictions
    on Subsidiary Distributions
	 	6.06	Certain Investments
	 	6.08	Certain Asset
    Sales
	 	6.11	Certain Affiliate
    Transactions
	 	10.01(a)	Notice Addresses
	 	 	 
	EXHIBITS:	A-1	Borrowing Notice
	 	A-2	Conversion/Continuation
    Notice
	 	B	Term Loan Note
	 	C	Compliance Certificate
	 	D-1	Opinion of Mayer
    Brown LLP
	 	D-2	Opinion of Internal
    Counsel
	 	D-3	Opinion of U.S.
    Virgin Islands Counsel
	 	E	Assignment Agreement
	 	F	Certificate re
    Non-Bank Status
	 	G-1	Restatement Effective
    Date Certificate
	 	G-2	Solvency Certificate
	 	H	Counterpart Agreement
	 	I	Intercompany Note
	 	J	Joinder Agreement
	 	K	Prepayment Notice
	 	 	 




    	-v-



    	 



    

AMENDED
AND RESTATED SENIOR SECURED TERM LOAN FACILITY AGREEMENT


This
AMENDED AND RESTATED SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of December 5, 2016, is entered into by and
among OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), OCWEN FINANCIAL
CORPORATION, a Florida corporation (“Parent”), CERTAIN SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION,
as Subsidiary Guarantors, THE LENDERS PARTY HERETO FROM TIME TO TIME and BARCLAYS BANK PLC (“Barclays”),
as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”)
and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).


WITNESSETH:


WHEREAS,
Parent, the Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time and
the Administrative Agent are party to the Existing Credit Agreement (as defined herein).


WHEREAS,
the Borrower has requested the Lenders extend credit in the form of term loans on the Restatement Effective Date, in an aggregate
principal amount not in excess of $335,000,000.


WHEREAS,
the proceeds of the Loans extended by the Lenders hereunder on the Restatement Effective Date are to be used in accordance with
Section 2.03.


WHEREAS,
pursuant to the Restatement Agreement (as defined herein), and upon satisfaction (or waiver) of the conditions set forth therein,
the Existing Credit Agreement is being amended and restated in the form of this Agreement.


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


ARTICLE
I



DEFINITIONS AND INTERPRETATION


Section
1.01          Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto,
shall have the following meanings:


“Acquisition
Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by Parent, the
Borrower or any of their Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether
paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation
of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to
the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness,
“earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are,
in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business.


“Administrative
Agent” has the meaning specified in the preamble hereto.



    	-1-



    	 



    




“Advance
Facility Reserves” means, on any date of determination, the aggregate amount on deposit in segregated reserve trust
accounts for any Servicing Advance Facility after giving effect to any amounts owed but unpaid to the related lenders under such
Servicing Advance Facility.


“Adverse
Proceeding” means any action, suit, demand, claim, proceeding, hearing (in each case, whether administrative, judicial
(civil or criminal) or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Parent,
the Borrower or any of their respective Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic
or foreign, whether pending or, to the knowledge of Parent, the Borrower or any of their respective Subsidiaries, threatened against
or affecting Parent, the Borrower or any of their respective Subsidiaries or any property of Parent, the Borrower or any of their
respective Subsidiaries.


“Affected
Lender” has the meaning specified in Section 2.16(b).


“Affected
Loans” has the meaning specified in Section 2.16(b).


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary
voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies
of that Person, whether through the ownership of voting securities or by contract or otherwise.


“Agent”
means each of the Administrative Agent, the Collateral Agent, the Syndication Agent and the Co-Documentation Agents.


“Agent
Affiliates” has the meaning specified in Section 10.01(b).


“Aggregate
Amounts Due” has the meaning specified in Section 2.15.


“Aggregate
Payments” has the meaning specified in Section 7.02.


“Agreement”
means this Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016, as it may be amended,
restated, supplemented or otherwise modified from time to time.


“Applicable
Margin” means (i) with respect to Restatement Effective Date Term Loans that are Eurodollar Rate Loans, 5.00% per annum;
and (ii) with respect to Restatement Effective Date Term Loans that are Base Rate Loans, 4.00% per annum. Nothing in this definition
shall limit the right of the Administrative Agent or any Lender under Section 2.07 or Article VIII and the provisions of this
definition shall survive the termination of this Agreement.


“Approved
Electronic Communications” means any notice, demand, communication, information, document or other material that any
Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is
distributed to any other Agent or to Lenders by means of electronic communications pursuant to Section 10.01(b).


“Arrangers”
means Barclays, JPMorgan Chase Bank, N.A., Nomura Securities International, Inc. and Credit Suisse Securities (USA) LLC, in their
capacities as joint lead arrangers and joint bookrunners, together with their permitted successors in such capacities.



    	-2-



    	 



    




“Asset
Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive
license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person, in one transaction
or a series of transactions, of all or any part of Parent, the Borrower’s or any of their respective Subsidiaries’
businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Parent or the Borrower or any of their
respective Subsidiaries, other than (i) transfers to Parent, the Borrower or any Subsidiary Guarantor, or from a Subsidiary that
is not a Subsidiary Guarantor to another Subsidiary that is not a Subsidiary Guarantor, (ii) 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), (iii) sales, leases or licenses of other assets for aggregate consideration of less than
$20,000,000 with respect to any transaction or series of related transactions and less than $30,000,000 in the aggregate during
any Fiscal Year, (iv) sales, contributions, assignments or other transfers of Servicing Advances pursuant to the terms of Permitted
Funding Indebtedness or Non-Recourse Indebtedness, (v) a sale (in one or more transactions) of Servicing Advances (a) in the ordinary
course of business or (b) in connection with the transfer or termination of the related MSRs, (vi) sales, contributions, assignments
or other transfers of Servicing Advances to Securitization Entities and Warehouse Facility Trusts in connection with Securitizations
or Warehouse Facilities, (vii) disposition of Investments or other assets and disposition or compromise of loans or other 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 loans serviced and/or originated by Parent, the Borrower or any of their
respective Subsidiaries, (viii) the modification of any loans owned by Parent, the Borrower or any of their respective Subsidiaries
in the ordinary course of business, (ix) sales of Securitization Assets in the ordinary course of business by Parent, the Borrower
or any of their respective Subsidiaries in connection with the origination, acquisition, securitization and/or sale of loans that
are purchased, insured, guaranteed, or securitized by any Specified Government Entity, (x) sales of Securitization Assets in the
ordinary course of business by Parent, the Borrower or any of their respective Subsidiaries in connection with the origination,
acquisition, securitization and/or sale of loans not otherwise permitted by clause (ix) above; provided that with respect
to any sale pursuant to this clause (x), (a) no Default or Event of Default shall have occurred and be Continuing or would result
therefrom and (b) the First Lien LTV Ratio shall not exceed the percentage that is required pursuant to Section 6.07 as of the
last day of the most recently ended Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant
to Section 5.01(b) or (c) on a pro forma basis after giving effect to such sale of loans, (xi) sales, contributions, assignments
or other transfers of MSRs that are not Collateral or any interests therein in connection with MSR Facilities, (xii) Excess Servicing
Strips; provided that with respect to any sale pursuant to this clause (xii), the First Lien LTV Ratio shall not exceed
the percentage that is required pursuant to Section 6.07 as of the last day of the most recently ended Fiscal Quarter for which
financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or (c) on a pro forma basis after giving effect
to such Excess Servicing Strip, (xiii) sales of clean-up call rights or any interests therein and (xiv) dispositions permitted
by Sections 6.08(e) and (h).


“Assignment
Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such
amendments or modifications as may be approved by the Administrative Agent.


“Assignment
Effective Date” has the meaning specified in Section 10.06(h).



    	-3-



    	 



    




“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof) and such Person’s chief financial
officer or treasurer.


“Available
Amount” means, at any time of determination, an amount equal to (a)(i) the aggregate amount of voluntary repayments
of the Loans pursuant to Section 2.11 made prior to the last day of the most recently completed Fiscal Quarter or (ii) if greater
than the amount set forth in clause (a)(i), the aggregate amount of Consolidated Excess Cash Flow generated from and after the
Restatement Effective Date to the last day of the most recently completed Fiscal Year to the extent such Consolidated Excess Cash
Flow was not, or will not be, required to be applied in accordance with Section 2.12(d), plus (b) the aggregate amount
of Net Cash Proceeds of equity contributions to, or the sale of equity by, Parent received from and after the Restatement Effective
Date (other than Disqualified Equity Interests), plus (c) the aggregate amount of any permitted increase in borrowing for
Servicing Advance Facilities (limited to Specified Net Servicing Advances), minus (d) without duplication, any Restricted
Junior Payments, Permitted Acquisitions, Consolidated Capital Expenditures, amortization payments of Junior Indebtedness or other
Investments made using the Available Amount.


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU
of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule.


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor
statute.


“Barclays”
has the meaning specified in the preamble hereto.


“Base
Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1.00%, and (iii) the one-month Eurodollar Rate. Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively; provided, however, that
notwithstanding the foregoing, the Base Rate shall at no time be less than 2.00% per annum.


“Base
Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.


“Beneficiary”
means each Agent, Lender and Lender Counterparty.


“Board
of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


“Borrower”
has the meaning specified in the preamble hereto.


“Borrowing”
means a borrowing consisting of the same Type and Class of Loans and, in the case of Eurodollar Rate Loans, having the same Interest
Period made by each Lender pursuant to Section 2.01(a) or Section 2.22.



    	-4-



    	 



    




“Borrowing
Notice” means a notice executed by an Authorized Officer substantially in the form of Exhibit A-1.


“Business
Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of
New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental
action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Eurodollar
Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause
(i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.


“Capital
Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as
lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.


“Cash”
means money, currency or a credit balance on hand or in any demand or Deposit Account.


“Cash
Equivalents” means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly
and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the
United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within
one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least
P-1 from Moody’s; (ii) 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, in each case maturing within one year after such date and
having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii)
certificates of deposit or bankers’ acceptances maturing within three months after such date and issued or accepted by any
Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District
of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking
regulator), (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 and (c) has a rating of at
least AA- from S&P and Aa3 from Moody’s; and (iv) shares of any money market mutual fund that (a) has net assets of
not less than $5,000,000,000 and (b) has the highest rating obtainable from either S&P or Moody’s.


“Certificate
re Non-Bank Status” has the meaning specified in Section 2.18(c).


“CFC”
means a controlled foreign corporation within the meaning of Section 957 of the Internal Revenue Code.


“Change
in Law” means the occurrence, after the Restatement Effective Date (or with respect to any Lender, if later, the date
on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof
by any Governmental Authority or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether
or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules,
guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to a “Change in Law” regardless of the date enacted, adopted, issued
or implemented.



    	-5-



    	 



    




“Change
of Control” means (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the
Exchange Act) other than holders of equity of Parent as of the Restatement Effective Date shall have acquired beneficial ownership
or control of 35.0% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Parent;
(ii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Parent cease
to be occupied by Persons who either (a) were members of the board of directors of Parent on the Restatement Effective Date or
(b) were approved by the board of directors of Parent, a majority of whom were directors on the Restatement Effective Date or
whose election or nomination for election was previously so approved; (iii) Parent shall cease to own, directly or indirectly,
100% of the voting and economic interest in the Borrower; or (iv) any “change of control” (or similar event, however
denominated) shall occur under and as defined in any indenture or agreement in respect of the Second Lien Notes and the Borrower’s
6.625% Senior Notes due 2019.


“Class”
means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Restatement Effective Date Term
Loan Exposure and (b) Lenders having New Term Loan Exposure of each applicable Series and (ii) with respect to Loans, each of
the following classes of Loans: (a) Restatement Effective Date Term Loans and (b) each Series of New Term Loans.


“Co-Documentation
Agents” means JPMorgan Chase Bank, N.A., Nomura Securities International, Inc. and Credit Suisse Securities (USA) LLC,
in their capacities as co-documentation agents, together with their permitted successors in such capacities.


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


“Collateral
Agent” has the meaning specified in the preamble hereto.


“Commitment”
means the Restatement Effective Date Term Loan Commitment or the New Term Loan Commitment of a Lender and “Commitments”
means such commitments of all Lenders.


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time and any successor
statute.


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit C, which provides detailed
calculations of (x) compliance by Parent with the financial covenants set forth in Section 6.07 and (y) each amount of Realizable
Value, Non-Recourse Indebtedness and Permitted Funding Indebtedness.


“Consolidated”
means, when used with reference to financial statements or financial statement items of any Person, such statements or items on
a consolidated basis in accordance with, except as otherwise set forth herein, applicable principles of consolidation under GAAP.


“Consolidated
Capital Expenditures” means, for any period, the aggregate of all expenditures of Parent and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of
property and equipment” or similar items reflected in the Consolidated statement of cash flows of Parent and its Subsidiaries;
provided that Consolidated Capital Expenditures shall not include any expenditures (i) for replacements and substitutions
for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation Proceeds invested pursuant to
Section 2.12(c) or with Net Cash Proceeds from Asset Sales invested pursuant to Section 2.12(b) or (ii) that constitute a Permitted
Acquisition permitted under Section 6.08.



    	-6-



    	 



    




“Consolidated
Excess Cash Flow” means, for any period, an amount (if positive) equal to:


(i)           the
sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, plus, (b) to the extent reducing
Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges reducing Consolidated Net Income, including
for depreciation and amortization (excluding any such non-cash charge to the extent that it represents an accrual or reserve for
potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), plus
(c) the Consolidated Working Capital Adjustment, minus


(ii)          the
sum, without duplication, of (a) the amounts for such period of (1) scheduled and other mandatory repayments, without duplication,
of Indebtedness for borrowed money (excluding repayments of any revolving credit facility that is not included in Consolidated
Working Capital Liabilities except to the extent the commitments with respect thereto are permanently reduced in connection with
such repayments) and scheduled repayments of obligations under Capital Leases (excluding any interest expense portion thereof),
(2) Consolidated Capital Expenditures (other than Consolidated Capital Expenditures made with the Available Amount), (3) Acquisition
Consideration and all consideration paid in connection with the acquisition of MSRs and Servicing Advances (other than Permitted
Acquisitions or other Investments that are either (A) financed with the Available Amount or (B) in any Person, assets or a business
line or unit or a division of any Person engaged in activities that are not Core Business Activities) and (4) any cash expenditures
in respect of any non-operating and/or non-recurring items, increasing Consolidated Net Income for such period, associated with
claims or investigations against Parent or any of its Subsidiaries brought by any Governmental Authority, without duplication,
plus (b) other non cash gains increasing Consolidated Net Income for such period (excluding any such non cash gain to the
extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period). As used in this clause
(ii), “scheduled and other mandatory repayments, without duplication, of Indebtedness” do not include any voluntary
prepayments of Loans pursuant to Section 2.11 or mandatory prepayments of the Loans pursuant to Section 2.11.


“Consolidated
Net Income” means, for any period, (i) the net income (or loss) of Parent and its Subsidiaries on a consolidated basis
for such period taken as a single accounting period determined in conformity with GAAP, minus (with respect to any gains
or incomes) or plus (with respect to any losses or expenses), to the extent such amounts are included in net income in
conformity with GAAP, (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Parent) in which any other Person
(other than Parent or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Parent or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of
any Person accrued prior to the date it becomes a Subsidiary of Parent or the Borrower or is merged into or consolidated with
Parent or any of its Subsidiaries or that Person’s assets are acquired by Parent or any of its Subsidiaries, (c) the income
of any Subsidiary of Parent to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary
of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable
to Asset Sales or returned surplus assets of any Pension Plan and (e) (to the extent not included in clauses (a) through (d) above)
any net extraordinary gains or net extraordinary losses or any non-operating and/or non-recurring items associated with claims
or investigations against Parent or any of its Subsidiaries brought by any Governmental Authority.



    	-7-



    	 



    




“Consolidated
Working Capital” means, as at any date of determination, the excess of Consolidated Working Capital Assets of Parent
and its Subsidiaries over Consolidated Working Capital Liabilities of Parent and its Subsidiaries.


“Consolidated
Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number)
by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital
as of the end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of
reclassification during such period of assets included in Consolidated Working Capital Assets and liabilities included in Consolidated
Working Capital Liabilities and the effect of any Permitted Acquisition or any Asset Sale during such period; provided that
there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number)
by which the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such acquisition exceeds (or
is less than) Consolidated Working Capital with respect to such Permitted Acquisition at the end of such period.


“Consolidated
Working Capital Assets” means, as at any date of determination, the total assets of a person and its subsidiaries on
a consolidated basis that are included in the consolidated balance sheet reported to the SEC as “Advances,” “Match
Funded Advances,” “Receivables,” “Deferred Tax Assets (net),” “Other Assets” (including
“Debt service accounts,” “Interest earning collateral deposits” and “Prepaid lender fees and debt
issuance costs, net”), “Loans held for sale” and “Loans held for investment” (excluding Ginnie Mae
Home Equity Conversion Mortgage-Backed Securities that do not qualify for sale accounting) in conformity with GAAP, excluding
cash and cash equivalents.


“Consolidated
Working Capital Liabilities” means, as at any date of determination, the total liabilities of a person and its subsidiaries
on a consolidated basis that are included in the consolidated balance sheet reported to the SEC as “Match Funded Liabilities,”
“Servicer Liabilities,” “Other Liabilities,” “Other secured borrowings” (excluding the Loans
but including the Second Lien Notes) and “Senior Unsecured Notes” in conformity with GAAP.


“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.


“Contractual
Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or
any of its properties is bound or to which it or any of its properties is subject.


“Contributing
Guarantors” has the meaning specified in Section 7.02.


“Conversion/Continuation
Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation
Notice.


“Conversion/Continuation
Notice” means a Conversion/Continuation Notice executed by an Authorized Officer substantially in the form of Exhibit A-2.



    	-8-



    	 



    




“Convertible
Notes” means any unsecured Junior Indebtedness of Parent convertible, in whole or in part, into Equity Interests (other
than Disqualified Equity Interests) of Parent and/or cash based on any formula(s) that reference the trading price of Equity Interests
of Parent.


“Converting
Term Lender” means each Existing Term Lender that has elected to convert its Existing Term Loans to Restatement Effective
Date Term Loans pursuant to the Restatement Agreement.


“Converting
Term Loans” means each Existing Term Loan as to which the Lender thereof is a Converting Term Lender.


“Core
Business Activities” means the business activities of the Parent and its Subsidiaries as conducted on the date hereof
and business activities that are reasonably related, ancillary or complementary thereto or reasonable developments or extensions
thereof, including, but not limited to: (v) 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), (w) asset management for investors
that are not a part of the Parent’s consolidated group and management of loans, real estate owned and securities portfolios
for investors that are not a part of the Parent’s consolidated group, (x) 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), (y) providing warehouse financings to third-party loan originators, and (z) 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; provided, however, that Parent, the Borrower and each of their respective Affiliates
may be permitted to make material changes to their Core Business Activities insofar as these changes relate to originating, acquiring,
securitizing and/or selling loans that are purchased, insured, guaranteed or securitized by any Specified Government Entity.


“Counterpart
Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Loan Party
pursuant to Section 5.10.


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


“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic
cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated
with Parent’s, the Borrower’s and their Subsidiaries’ operations and not for speculative purposes.


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.



    	-9-



    	 



    




“Default
Excess” means, with respect to any Funds Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro
Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Funds Defaulting Lenders
(including such Funds Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal
amount of all Loans of such Funds Defaulting Lender.


“Default
Period” means, (x) with respect to any Funds Defaulting Lender, the period commencing on the date that such Lender became
a Funds Defaulting Lender and ending on the earliest of: (i) the date on which all Commitments are cancelled or terminated and/or
the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect
to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans
of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance
with the terms of Section 2.11 or Section 2.12 or by a combination thereof) or such Defaulting Lender shall have paid all amounts
due under Section 9.06, as the case may be, and (b) such Defaulting Lender shall have delivered to the Borrower and the Administrative
Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments and (iii) the
date on which the Borrower, the Administrative Agent and the Required Lenders waive all failures of such Defaulting Lender to
fund or make payments required hereunder in writing; and (y) with respect to any Insolvency Defaulting Lender, the period commencing
on the date such Lender became an Insolvency Defaulting Lender and ending on the earliest of the following dates: (i) the date
on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable
and (ii) the date that such Defaulting Lender ceases to hold any portion of the Loans or Commitments.


“Default
Rate” has the meaning specified in Section 2.07.


“Defaulted
Loan” means any portion of any unreimbursed payment required hereunder not made by any Lender when required hereunder.


“Defaulting
Lender” means any Funds Defaulting Lender or Insolvency Defaulting Lender.


“Deposit
Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union
or like organization, other than an account evidenced by a negotiable certificate of deposit.


“Deposit
Account Bank” means a financial institution at which any Loan Party maintains a Deposit Account.


“Designated
Jurisdiction” means each jurisdiction approved by the Administrative Agent (such approval not to be unreasonably withheld).


“Designated
Subsidiary” means any Foreign Subsidiary organized under the laws of any Designated Jurisdiction that is designated
as a Subsidiary Guarantor pursuant to Section 5.10 by notice in writing to the Administrative Agent.


“Disqualified
Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests
into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or
is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant
to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity
Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for scheduled payments or
dividends in cash or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the latest Maturity Date; provided
that any Equity Interest which, by its terms, provides for dividends in cash to be payable prior to the date that is 91 days
after the latest Maturity Date solely to the extent that (1) such dividends are paid out of the Available Amount and (2) such
payment is permitted under Section 6.04 of this Agreement shall not be a Disqualified Equity Interest so long as the other conditions
stated herein are satisfied.



    	-10-



    	 



    




“Dollars”
and the sign “$” mean the lawful money of the United States of America.


“Domestic
Subsidiary” means any Subsidiary organized under the laws of the United States of America, any state thereof or the
District of Columbia.


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established
in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is
subject to consolidated supervision with its parent.


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


“Eligible
Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or
mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities
Act) and which extends credit or buys loans in the ordinary course of business; provided that neither any natural person
nor any Loan Party or any Affiliate thereof shall be an Eligible Assignee.


“Employee
Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored,
maintained or contributed to by, or required to be contributed to by, Parent or any of its ERISA Affiliates or which was sponsored,
maintained or contributed to by, or required to be contributed to by, Parent or any of its ERISA Affiliates during the immediately
preceding five plan years.


“Environmental
Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order
or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant
to or in connection with any actual or alleged violation of any Environmental Law; or (ii) in connection with any actual or alleged
damage, injury, threat or harm to health, safety, natural resources or the environment.


“Environmental
Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them),
statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental
Authorities relating to (i) environmental matters; (ii) the generation, use, storage, transportation or disposal of Hazardous
Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Parent or any of its Subsidiaries or any Facility.



    	-11-



    	 



    




“Equity
Interests” 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), including partnership
interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to
acquire any of the foregoing.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.


“ERISA
Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business
(whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of
Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group
within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person is a member.


“ERISA
Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived
by regulation); (ii) the failure to meet the minimum funding standard of Section 303 of ERISA with respect to any Pension Plan
or the failure to make by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator
of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by Parent or any of its ERISA Affiliates from any Pension Plan with
two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Parent or any of its Affiliates
pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which constitutes grounds under ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; (vi) the imposition of liability on Parent or its ERISA Affiliates pursuant to Section 4062(e)
or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Parent or any of its ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer
Plan if there is an assessment by such Multiemployer Plan of liability therefor, or the receipt by Parent or its ERISA Affiliates
of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission
which gives rise to the imposition on Parent or any of its ERISA Affiliates of fines, penalties, taxes or related charges under
Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect
of any Employee Benefit Plan; (ix) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code with respect
to a Pension Plan; or (x) the imposition of any liability under Title IV of ERISA, other than the PBGC premiums due but not delinquent
under Section 4007 of ERISA.


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.



    	-12-



    	 



    




“Eurodollar
Rate” means for any Interest Period as to any Eurodollar Rate Loan, (i) the rate per annum determined by the Administrative
Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate
administered by ICE Benchmark Administration Limited (such page currently being the LIBOR01 page) (the “LIBO Rate”)
for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars,
determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest
Period, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page
or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page
or other service which displays the LIBO Rate for deposits (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days
prior to the commencement of such Interest Period or (iii) in the event the rates referenced in the preceding clauses (i) and
(ii) are not available, the rate per annum determined by the Administrative Agent to be the average offered quotation rate by
major banks in the London interbank market to Barclays for deposits (for delivery on the first day of the relevant period) in
Dollars of amounts in same day funds comparable to the principal amount of the Eurodollar Rate Loan for which the Eurodollar Rate
is then being determined with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London, England time)
two Business Days prior to the commencement of such Interest Period; provided that if LIBO Rates are quoted under either
of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, the LIBO Rate shall be equal
to the Interpolated Rate; and provided, further, that if any such rate determined pursuant to the preceding clauses
(i) or (ii) is below 1.00%, the Eurodollar Rate will be deemed to be 1.00%.


“Eurodollar
Rate Loan” means a Loan bearing interest at a rate determined by reference to the Eurodollar Rate.


“Event
of Default” means any of the conditions or events specified in Section 8.01.


“Excess
Servicing Strip” means any transaction consisting of the sale of excess servicing fees, or any interest therein to a
third party in the ordinary course of business, or any similar transaction.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


“Exchange
Offer Transactions” means, collectively, the following transactions (a) the offer (the “Exchange Offer”)
by the Borrower to the holders of the Parent’s outstanding 6.625% Senior Notes Due 2019 (the “OFC Notes”)
to exchange their OFC Notes for newly issued 8.375% Senior Secured Second Lien Notes Due 2022 of the Borrower(the “Second
Lien Notes”) pursuant to the Confidential Offering Memorandum dated November 1, 2016, (b) the acceptance by the Borrower
of the OFC Notes tendered in the Exchange Offer (the “Tendered OFC Notes”), the issuance by the Borrower of
Second Lien Notes in exchange therefore and the payment in cash by the Borrower of accrued and unpaid interest on the Tendered
OFC Notes, (c) the distribution by the Borrower of the Tendered OFC Notes to Ocwen Mortgage Servicing, Inc., (d) following consummation
of such distribution, the transfer and sale by Ocwen Mortgage Servicing, Inc. of the Tendered OFC Notes to the Parent in exchange
for a reduction of the indebtedness owing from Ocwen Mortgage Servicing, Inc. to the Parent and (e) the purchase, prepayment,
defeasance or redemption from time to time of any outstanding OFC Notes not tendered in the Exchange Offer.


 


“Excluded
Institutions” means the financial institutions specifically identified in writing to the Administrative Agent prior
to the date hereof as “Disqualified Lenders.”


“Excluded
SGE Collateral” means any assets excluded from the Collateral pursuant to clauses (j) and (k) of Section 2.2 of the
Security Agreement.



    	-13-



    	 



    




“Excluded
Subsidiary” means (i) any Subsidiary 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 CFCs, (ii) any
Subsidiary that is a CFC or (iii) any Subsidiary of the Parent that is a Subsidiary of a CFC.


“Excluded
Swap Obligation” means, with respect to any Subsidiary Guarantor at any time, any obligation (a “Swap Obligation”)
to pay or perform under any Interest Rate Agreement that constitutes a “swap” within the meaning of section 1a(47)
of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Subsidiary Guarantor of,
or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is
illegal at such time under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any
reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act.


“Excluded
Taxes” means, with respect to a recipient of any payment by any Loan Party under any Loan Document: (i) Taxes imposed
on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a
result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its
applicable lending office located in, the jurisdiction imposing such Tax or (b) that are imposed as a result of any other present
or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from
such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or
assigned an interest in any Loan or Loan Document), (ii) any United States federal withholding tax imposed pursuant to any law
in effect at the time such recipient becomes a party to this Agreement (or changes its applicable lending office), except to the
extent such recipient’s assignor (if any) was entitled, immediately prior to such assignment, or such recipient was entitled,
immediately prior to its change in applicable lending office, to receive additional amounts in respect of such withholding tax
pursuant to Section 2.18(a), (iii) any withholding tax that results from a recipient’s failure to comply with Section 2.18(c),
(iv) any U.S. federal withholding tax imposed pursuant to FATCA, and (v) any USVI withholding tax imposed pursuant to FATCA, provided
that a USVI withholding tax imposed pursuant to FATCA shall not constitute an “Excluded Tax” hereunder to the extent
that such recipient has taken all steps necessary (if any) to eliminate U.S. federal withholding tax that would be imposed pursuant
to FATCA if the borrower was a United States person, within the meaning of Code section 7701(a)(30).


“Existing
Credit Agreement” mean this Agreement as amended, supplemented and otherwise modified and in effect immediately prior
to the amendment and restatement hereof on the Restatement Effective Date.


“Existing
Term Lender” means a Lender that holds Existing Term Loans immediately prior to the Restatement Effective Date.


“Existing
Term Loan” means each “Term Loan” as defined in the Existing Credit Agreement.


“Facility”
means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Parent or any of its Subsidiaries or any of their respective predecessors.


“Fair
Share” has the meaning specified in Section 7.02.



    	-14-



    	 



    




“Fair
Share Contribution Amount” has the meaning specified in Section 7.02.


“FATCA”
means (a) Sections 1471 through 1474 of the Internal Revenue Code as of the date hereof (and any amended and successor version
that is substantively comparable and not materially more onerous to comply with) and any Treasury regulations or other official
administrative interpretations thereof and any agreements entered into pursuant thereto and (b) each of the foregoing, as applicable
to the United States Virgin Islands.


“FDIC”
means the Federal Deposit Insurance Corporation.


“Federal
Funds Effective Rate” shall mean, for any day, the rate calculated by the Federal Reserve Bank of New York based on
such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank
of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the
Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Effective Rate
shall be less than zero, such rate shall be deemed zero.


“Financial
Officer Certification” means, with respect to the financial statements for which such certification is required, the
certification of the chief financial officer of Parent that such financial statements fairly present, in all material respects,
the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their
cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.


“First
Lien LTV Ratio” means the loan-to-value ratio as of the last day of any Fiscal Quarter of (i) the aggregate principal
amount of the Loans then outstanding, to (ii) the sum of (A) Specified Net Servicing Advances, plus (B) Specified Deferred Servicing
Fees that are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders,
plus (C) Specified MSR Value of (i) all Specified MSRs that are subject to a valid and perfected First Priority Lien in favor
of the Collateral Agent for the benefit of the Lenders and (ii) other MSRs to the extent provided in clause (i) of the definition
of Specified MSR Value, plus (D) the greater of zero and the result of (x) all unrestricted Cash and Cash Equivalents that are
subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders, minus (y)
$50,000,000, plus (E) Advance Facility Reserves, plus (F) Specified Loan Value, plus (G) without duplication of clause (D), the
fair value of marketable securities held by Parent and its Subsidiaries that are subject to a valid and perfected First Priority
Lien in favor of the Collateral Agent for the benefit of the Lenders as of the last day of the most recently ended Fiscal Quarter
for which financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or (c); provided that the
foregoing calculations in clause (ii) shall not include (x) any assets that have a negative value and (y) any Excess Servicing
Strips. For the avoidance of doubt, no acknowledgment shall be required from Ginnie Mae and the Specified MSR Value in clause
(C) shall only include rights to payment under those Servicing Agreements for which an acknowledgement agreement from the relevant
Specified Government Entity (other than with respect to Ginnie Mae) of the type set forth in Section 5.15(c) has been obtained.


“First
Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document,
that such Lien is the only Lien to which such Collateral is subject, other than any Lien permitted pursuant to Sections 6.02(b),
(c), (e) or (h).


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year.


“Fiscal
Year” means the fiscal year of Parent and its Subsidiaries ending on December 31 of each calendar year.



    	-15-



    	 



    




“Foreign
Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


“Funding
Guarantor” has the meaning specified in Section 7.02.


“Funds
Defaulting Lender” means any Lender who (i) has notified the Borrower or the Administrative Agent in writing, or has
made a public statement, that it does not intend to comply with its obligation to fund any Restatement Effective Date Term Loan
or any New Term Loan or its portion of any unreimbursed payment under Section 9.06, (ii) has failed to confirm that it will comply
with its obligation to fund any Restatement Effective Date Term Loan or any New Term Loan or its Pro Rata Share of any payment
under Section 9.06 within five Business Days after written request for such confirmation from the Administrative Agent (which
request may only be made after all conditions to funding have been satisfied; provided that such Lender shall cease to
be a Funds Defaulting Lender upon receipt of such confirmation by the Administrative Agent) or (iii) has failed to pay to the
Administrative Agent or any other Lender any amount due under any Loan Document within five Business Days of the date due, unless
such amount is the subject of a good faith dispute.


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.02, United States generally accepted accounting
principles in effect as of the date of determination thereof consistently applied.


“Governmental
Authority” means 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.


“Governmental
Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from
any Governmental Authority.


“Grantor”
shall mean “Grantor” as defined in the Security Agreement and each Designated Subsidiary that grants a lien pursuant
to any Security Document.


“Guaranteed
Obligations” has the meaning specified in Section 7.01.


“Guarantors”
means Parent and each Subsidiary Guarantor.


“Guaranty”
means the guaranty of each Subsidiary Guarantor set forth in Article VII.


“Hazardous
Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances,
pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the
environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation
under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under
any Environmental Law or other Governmental Authorization, (e) which are deemed to constitute a nuisance or a trespass which pose
a health or safety hazard to Persons or neighboring properties, (f) which consist of underground or aboveground storage tanks,
whether empty, filled or partially filled with any substance or (g) which contain, without limitation, asbestos, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear
fuel, natural gas or synthetic gas.



    	-16-



    	 



    




“Hedge
Agreement” means an Interest Rate Agreement or a Currency Agreement entered into by Parent, the Borrower, any Subsidiary
Guarantor or any other Domestic Subsidiary of Parent or the Borrower that is not a Securitization Entity with a Lender Counterparty.


“Highest
Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law,
under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable
laws now allow.


“Historical
Financial Statements” means (i) the audited financial statements of Parent and its Subsidiaries for the immediately
preceding three Fiscal Years, consisting of balance sheets and the related Consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Parent and its Subsidiaries as of
the most recent Fiscal Quarter ended after the date of the most recent audited financial statements described in clause (i) of
this definition, consisting of a balance sheet and the related Consolidated statements of income, stockholders’ equity and
cash flows for the three-, six- or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and
(ii), certified by the chief financial officer of Parent that they fairly present, in all material respects, the financial condition
of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods
indicated, subject to changes resulting from audit and normal year-end adjustments.


“HLSS”
means, collectively, HLSS Holdings, LLC and HLSS MSR-EBO Acquisition LLC, and, in each case, their respective successors and assigns.


“HLSS
Assets” means, collectively, (i) Servicing Advances, including the right to collect such Servicing Advances, (ii) MSRs
related to such Servicing Agreements or any rights thereto, and the right to receive the servicing fees and related amounts pursuant
to the related Servicing Agreements, and (iii) assets incidental to the foregoing, in each case as identified in the relevant
HLSS Transaction Document.


“HLSS
Transaction” means a transaction in which (a) the Borrower or any Subsidiary of Parent sells HLSS Assets to HLSS pursuant
to the HLSS Transaction Documents.


“HLSS
Transaction Documents” means the Master Servicing Rights Purchase Agreement, dated October 1, 2012, between the Borrower
and HLSS Holdings, LLC, and each supplement thereto executed or to be executed in connection therewith.


“Increased
Amount Date” has the meaning specified in Section 2.22.


“Increased
Cost Lender” has the meaning specified in Section 2.21.



    	-17-



    	 



    




“Indebtedness”
means, as applied to any Person, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes
payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv)
any obligation owed for all or any part of the deferred purchase price of property or services, including any liquidated earn-out
obligations (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six (6) months from
the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all
indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is non-recourse to the credit of that Person; (vi) the face amount of
any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of
drawings; (vii) Disqualified Equity Interests; (viii) the direct or indirect guaranty, endorsement (otherwise than for collection
or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another that would otherwise be “Indebtedness” for purposes of this definition, 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”);
(ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation
of the obligor that would otherwise be “Indebtedness” for purposes of this definition thereof shall be paid or discharged,
or any agreement relating thereto shall be complied with, or the holders thereof shall be protected (in whole or in part) against
loss in respect thereof; (x) any liability of such Person for any Indebtedness of another through any agreement (contingent or
otherwise) (a) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for
the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in
the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as
described in clause (ix) above; and (xi) all obligations (the amount of which shall be determined on a net basis where permitted
in the relevant contract) of such Person in respect of any exchange traded or over the counter derivative transaction, including
any Interest Rate Agreement and any Currency Agreement, in each case, whether entered into for hedging or speculative purposes;
provided that in no event shall obligations under any derivative transaction be deemed “Indebtedness” for any
purpose under Section 6.01 unless such obligations relate to a derivatives transaction which has been terminated. For the avoidance
of doubt, no Non-Debt Transaction shall be considered Indebtedness.


“Indemnified
Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource
damages), penalties, claims, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable and documented fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative
or judicial proceeding or hearing commenced or threatened by any Person (including, without limitation, any Loan Party), whether
or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable fees or expenses incurred
by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal,
state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, and rules or regulations),
on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby (including the use or proposed use of proceeds, the Lenders’ Commitments, the syndication of the credit
facilities provided for herein, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim relating to or arising
from, directly or indirectly, any past or present activity, operation, land ownership, or practice of the Borrower or any of its
Subsidiaries; but, with regard to each of (i) and (ii), excluding any Taxes (provided, for the avoidance of doubt, that
any indemnification in respect of any Indemnified Liabilities shall be made on an after-Tax basis).


“Indemnified
Taxes” means any and all Taxes, other than Excluded Taxes, imposed on or with respect to any payment by any Loan Party
under any Loan Document.



    	-18-



    	 



    




“Indemnitee”
has the meaning specified in Section 10.03.


“Insolvency
Defaulting Lender” means any Lender who (i) has been adjudicated as, or determined by any Governmental Authority having
regulatory authority over such Person or its assets to be, insolvent, (ii) becomes the subject of an insolvency, bankruptcy, dissolution,
liquidation or reorganization proceeding, (iii) becomes the subject of a Bail-In Action or (iv) becomes the subject of an appointment
of a receiver, intervenor or conservator under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect; provided that a Lender shall not be an Insolvency Defaulting Lender solely by virtue of
the ownership or acquisition by a Governmental Authority or an instrumentality thereof of any Equity Interest in such Lender or
a parent company thereof, unless such ownership or acquisition results in or provides such Lender with immunity from the jurisdiction
of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Lender
(or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made
by such Lender.


“Installment”
has the meaning specified in Section 2.09.


“Intellectual
Property” has the meaning specified in the Security Agreement.


“Intellectual
Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Loan
Party in any Intellectual Property.


“Intellectual
Property Security Agreements” has the meaning specified in the Security Agreement.


“Intercompany
Note” means a promissory note substantially in the form of Exhibit I evidencing Indebtedness owed among
Loan Parties and their Subsidiaries.


“Interest
Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six months (or (A)
nine or twelve months if agreed to by all relevant Lenders or (B) such shorter period as agreed to by the Administrative Agent),
as selected by the Borrower, (i) initially, commencing on the Restatement Effective Date or Conversion/Continuation Date, as the
case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided
that (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire
on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall
expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall,
subject to clause (c) of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect
to any portion of any Class of Loans shall extend beyond such Class’s Maturity Date; and (d) the Borrower shall select Interest
Periods so as not to require a payment or prepayment of any Eurodollar Rate Loan during an Interest Period for such Loan on any
day other than the last day of an Interest Period; provided that interest shall be payable in a manner consistent with
the definition of “Payment Date.”


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest
rate exposure associated with Parent’s and its Subsidiaries’ operations and not for speculative purposes.



    	-19-



    	 



    




“Interest
Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the
first day of such Interest Period.


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


“Interpolated
Rate” means, in relation to the LIBO Rate, the rate which results from interpolating on a linear basis between (i) the
applicable LIBO Rate for the longest period (for which that LIBO Rate is available) which is less than the Interest Period of
that Loan; and (ii) the applicable LIBO Rate for the shortest period (for which that LIBO Rate is  available) which exceeds
the Interest Period of that Loan, each as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement
of such Interest Period of that Loan.


“Investment”
means (i) any direct or indirect purchase or other acquisition by Parent, the Borrower or any of their respective Subsidiaries
of, or of a beneficial interest in, any of the Securities of any other Person (other than a Subsidiary Guarantor); (ii) any direct
or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Parent, the Borrower from any
Person (other than Parent, the Borrower or any Subsidiary Guarantor), of any Equity Interests of such Person; (iii) any direct
or indirect loan, advance (other than residential mortgage loans in the ordinary course of business, warehouse loans secured by
residential mortgage loans and related assets, advances to employees for moving, entertainment and travel expenses, drawing accounts
and similar expenditures in the ordinary course of business) or capital contributions by Parent, the Borrower or any of their
respective Subsidiaries to any other Person (other than Parent, the Borrower or any Subsidiary Guarantor), including all indebtedness
and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in
the ordinary course of business, (iv) all investments consisting of any exchange traded or over the counter derivative transaction,
including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes, (v) the
purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and
assets or business of another Person or assets constituting a business unit, line of business or division of any Person and (vi)
expenditures that are or should be included in “purchase of property and equipment” or similar items reflected in
the Consolidated statement of cash flows of Parent and its Subsidiaries. The amount of any Investment of the type described in
clauses (i), (ii), (iii), (v) and (vi) shall be the original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.


“Joinder
Agreement” means an agreement substantially in the form of Exhibit J or such other form or with such changes
as may be necessary to reflect term loans made pursuant to Section 2.22 as an increase to the Restatement Effective Date Term
Loans or any prior Series of New Term Loans or such other changes as the Administrative Agent deems reasonably necessary to reflect
an incurrence of term loans under Section 2.22.


“Joint
Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other
legal form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture
to which such Person is a party.



    	-20-



    	 



    




“Junior
Indebtedness” means Indebtedness of any Person so long as (i) such Indebtedness shall not require any amortization prior
to the date that is six months following the latest then applicable Maturity Date; (ii) the weighted average maturity of such
Indebtedness shall occur after the date that is six months following the latest then applicable Maturity Date; (iii) the mandatory
prepayment provisions, affirmative and negative covenants and financial covenants, if any, shall be no more restrictive than the
corresponding provisions set forth in the Loan Documents; (iv) such Indebtedness is either senior unsecured Indebtedness, Subordinated
Indebtedness, Convertible Notes or Second Lien Indebtedness; (v) if such Indebtedness is incurred by a Loan Party, such Indebtedness
may be guaranteed by another Loan Party so long as (a) such Loan Party shall have also provided a guarantee of the Obligations
substantially on the terms set forth in this Agreement and (b) if the Indebtedness being guaranteed is subordinated to the Obligations,
such guarantee shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those
contained in the subordination of such Indebtedness; and (vi) if such Indebtedness is incurred by a Subsidiary of Parent or the
Borrower that is not a Loan Party, such Indebtedness may be guaranteed by another Subsidiary of Parent or the Borrower that is
not a Loan Party; provided that any Indebtedness which, by its terms, provides for amortization prior to the date that
is six months after the latest then applicable Maturity Date solely to the extent that (1) such amortization payments are paid
out of the Available Amount (as defined in this Agreement) and (2) such payment is permitted under Section 6.04 of this Agreement,
shall be deemed Junior Indebtedness so long as the other conditions stated herein are satisfied. The Indebtedness under the Second
Lien Notes shall be Junior Indebtedness.


“Junior
Lien Intercreditor Agreement” means an intercreditor agreement, substantially in the form of Exhibit B to the Restatement
Agreement and otherwise in form and substance reasonably satisfactory to the Collateral Agent, among the Collateral Agent, the
Loan Parties and each senior representative acting on behalf of the holders of Junior Indebtedness and/or any other Indebtedness
which is secured by the Collateral on a junior basis with the Obligations, which intercreditor agreement shall provide that the
Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Obligations.


“Lender”
means each financial institution listed on the signature pages hereto as a Lender, each financial institution party to the Restatement
Agreement or that has delivered a Consent (as defined in the Restatement Agreement), and any other Person that becomes a party
hereto pursuant to an Assignment Agreement or Joinder Agreement (including, for the avoidance of doubt, each Converting Term Lender).


“Lender
Counterparty” means each Lender, each Agent and each of their respective Affiliates counterparty to a Hedge Agreement
(including any Person who is an Agent or a Lender (and any Affiliate thereof) as of the Restatement Effective Date but subsequently,
whether before or after entering into a Hedge Agreement, ceases to be an Agent or a Lender, as the case may be).


“LIBO
Rate” has the meaning specified in the definition of “Eurodollar Rate”.


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature
thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii)
in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.


“Loan”
means a term loan made by a Lender to the Borrower under this Agreement.


“Loan
Document” means any of this Agreement, the Notes, if any, the Security Documents, any Junior Lien Intercreditor Agreement
and all other documents, instruments or agreements executed and delivered by a Loan Party for the benefit of any Agent or any
Lender in connection herewith on or after the date hereof.


“Loan
Party” means each Person (other than any Agent, any Lender, any Lender Counterparty or any other representative of any
of the foregoing, or any Deposit Account Bank) from time to time party to a Loan Document.



    	-21-



    	 



    




“Margin
Stock” as defined in Regulation U.


“Material
Adverse Effect” means 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 Parent, Borrower, each Subsidiary Guarantor and each of their Subsidiaries taken as a whole;
(ii) the ability of any Loan Party fully and timely to perform its Obligations; (iii) the legality, validity, binding effect or
enforceability against a Loan Party of a Loan Document to which it is a party; or (iv) the rights, remedies and benefits available
to, or conferred upon, any Agent and any Lender or any Secured Party under any Loan Document.


“Material
Indebtedness” means Indebtedness (other than the Loans) of any one or more of Parent, the Borrower or any of their respective
Subsidiaries in an individual principal amount (or Net Mark-to-Market Exposure) of $15,000,000 or more.


“Material
Subsidiary” means, at any time, (i) each Domestic Subsidiary of Parent or the Borrower that is not a Securitization
Entity which represents (a) 5% or more of Parent’s Consolidated total assets or (b) 5% or more of Parent’s Consolidated
total revenues, in each case as determined at the end of the most recent fiscal quarter of Parent based on the financial statements
of Parent delivered pursuant to Section 5.01(b) and (c) or (iii) any Subsidiary of Parent or the Borrower designated by notice
in writing given by the Borrower to the Administrative Agent to be a “Material Subsidiary”; provided that any
such Subsidiary so designated as a “Material Subsidiary” shall at all times thereafter remain a Material Subsidiary
for the purposes of this Agreement unless otherwise agreed to by the Borrower and the Required Lenders or unless such Material
Subsidiary ceases to be a Subsidiary in a transaction not prohibited hereunder; and provided, further, that if at
any time the Subsidiaries of Parent and the Borrower (excluding all Excluded Subsidiaries and Securitization Entities) that are
not Material Subsidiaries because they do not meet the thresholds set forth in clause (i) comprise in the aggregate more than
(x) 6% of Parent’s Consolidated total assets or (y) 6% of Parent’s Consolidated total revenues, in each case as determined
at the end of the most recent fiscal quarter of Parent based on the financial statements of Parent delivered pursuant to this
Agreement (but excluding from each such calculation the contribution of Securitization Entities and Excluded Subsidiaries), then
the Borrower shall, not later than thirty (30) days after the date by which financial statements for such quarter are required
to be delivered pursuant to this Agreement, (1) designate in writing to the Administrative Agent one or more of its Subsidiaries
as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (2) comply
with the provisions of Section 5.10 applicable to such Subsidiaries. Schedule 1.01(d) contains a list of all Material Subsidiaries
as of the Restatement Effective Date. Notwithstanding the foregoing, for purposes of all calculations under clause (i)(b) and
(i)(y) of the proviso above, all assets of any Domestic Subsidiary of Parent or any Borrower that have been transferred into a
securitization of Ginnie Mae Home Equity Conversion Mortgage-Backed Securities and are held on such Domestic Subsidiary’s
balance sheet only to comply with the true sale accounting rules set forth in Financial Accounting Standards Board Statement 140
(or other applicable rule under GAAP requiring such assets to be held on the balance sheet) shall be disregarded in determining
Parent’s Consolidated total assets and the assets of any such Domestic Subsidiary.


“Maturity
Date” means the Restatement Effective Date Term Loan Maturity Date and the New Term Loan Maturity Date of any Series
of New Term Loans.


“Moody’s”
means Moody’s Investor Services, Inc.



    	-22-



    	 



    




“MSR”
means mortgage servicing rights entitling the holder to service mortgage loans.


“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 or purchaser, in each case, exclusively to finance or refinance the purchase or origination by Parent or a Subsidiary
of Parent of MSRs originated or purchased by Parent or any Subsidiary of Parent.


“MSR
Facility Trust” means any Person (whether or not a Subsidiary of the Borrower) 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 Parent, the Borrower or any of their respective Subsidiaries or (ii)
notes and securities are backed by specified MSRs purchased by, and/or contributed to, such Person from Parent, the Borrower or
any of their respective 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.


“Multiemployer
Plan” means any Employee Benefit Plan that is subject to Title IV of ERISA and that is a “multiemployer plan”
as defined in Section 4001(a)(3) of ERISA to which the Borrower or any of its ERISA Affiliates makes or is obligated to make contributions.


“NAIC”
means The National Association of Insurance Commissioners, and any successor thereto.


“Narrative
Report” means, with respect to the financial statements for which such narrative report is required, a narrative report
describing the operations of Parent and its Subsidiaries with content substantially consistent with the requirements for “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” for a Quarterly Report on Form 10-Q or Annual
Report on Form 10-K under the rules and regulations of the SEC, or any similar successor provisions, which may be satisfied for
the relevant period by delivery of a Form 10-Q or Form 10-K, as applicable, as contemplated by Section 5.01 hereof.


“Net
Cash Proceeds” means (a) with respect to any Asset Sale, an amount equal to: (i) cash payments (including any cash received
by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received)
received by Parent or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection
with such Asset Sale, including (1) income or gains taxes paid or payable by the seller as a result of any gain recognized in
connection with such Asset Sale, (2) payment of the outstanding principal amount of, premium or penalty, if any, and interest
on any Indebtedness (other than the Loans and Junior Indebtedness) that is secured by a Lien on the stock or assets (or the equity
of any Subsidiary owning the assets) in question and that is required to be repaid under the terms thereof as a result of such
Asset Sale and (3) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s
indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Parent or any of its Subsidiaries
in connection with such Asset Sale or for adjustments to the sale price in connection therewith, provided if all or any
portion of any such reserve is not used or is released, then the amount not used or released shall comprise Net Cash Proceeds,
minus (iii) mandated fees and penalties by any Specified Government Entity, if any, and all customary or reasonable commissions,
discounts, fees, costs and expenses associated therewith; and (b) with respect to any issuance or incurrence of Indebtedness or
any equity contribution to, or sale of equity by, Parent or the Borrower, the cash proceeds thereof, net of underwriting discounts
and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.



    	-23-



    	 



    




“Net
Insurance/Condemnation Proceeds” means an amount equal to: (i) any cash payments or proceeds received by Parent or any
of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the
taking of any assets of the Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation
or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus
(ii) (a) any actual and reasonable costs incurred by Parent or any of its Subsidiaries in connection with the adjustment or
settlement of any claims of Parent or such Subsidiary of Parent in respect thereof and (b) any bona fide direct costs incurred
in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable
as a result of any gain recognized in connection therewith.


“Net
Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from Hedge Agreements or other Indebtedness of the type described in clause
(xi) of the definition of “Indebtedness.” As used in this definition, “unrealized losses” means the fair
market value of the cost to such Person of replacing such Hedge Agreement or such other Indebtedness as of the date of determination
(assuming the Hedge Agreement or such other Indebtedness were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such Hedge Agreement or such other Indebtedness as of the
date of determination (assuming such Hedge Agreement or such other Indebtedness were to be terminated as of that date).


“New
Term Loan Commitments” as defined in Section 2.22.


“New
Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount
of the New Term Loans of such Lender.


“New
Term Loan Lender” as defined in Section 2.22.


“New
Term Loan Maturity Date” means the date on which New Term Loans of a Series shall become due and payable in full hereunder,
as specified in the applicable Joinder Agreement, including by acceleration or otherwise.


“New
Term Loans” as defined in Section 2.22.


“Non-Consenting
Lender” has the meaning specified in Section 2.21.


“Non-Converting
Term Loan” means each Existing Term Loan other than a Converting Term Loan.


“Non-Debt
Transaction” means each of (a) the HLSS Transaction, (B) with respect to the interest of any seller, any sale of participation
interests in an asset, (c) Excess Servicing Strips and (d) any liabilities related to a securitization of Ginnie Mae Home Equity
Conversion Mortgage-Backed Securities and are held on such Domestic Subsidiary’s balance sheet only to comply with the true
sale accounting rules set forth in Financial Accounting Standards Board Statement 140 (or other applicable rule under GAAP requiring
such liabilities to be held on the balance sheet).


“Non-Public
Information” means information which has not been disseminated in a manner making it available to investors generally,
within the meaning of Regulation FD.



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“Non-Recourse
Indebtedness” means, with respect to any specified Person or any of its Subsidiaries, Indebtedness that is specifically
advanced to finance the origination or acquisition of investment assets and secured only by the assets to which such Indebtedness
relates without recourse to such Person or any of its 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).


“Not
Otherwise Applied” means, with reference to the Available Amount that is proposed to be applied to a particular use
or transaction permitted by this Agreement, that such amount has not previously been (and is not simultaneously being) applied
to anything other than such particular use or transaction.


“Note”
means a promissory note in the form of Exhibit B, as it may be amended, restated, supplemented or otherwise modified
from time to time.


“Obligations”
means all obligations of every nature of each Loan Party, including obligations from time to time owed to Agents (including former
Agents), Lenders or any of them and Lender Counterparties, under any Loan Document or Hedge Agreement, whether for principal,
interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have
accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy
proceeding), payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.


“Obligee
Guarantor” has the meaning specified in Section 7.07.


“Organizational
Documents” means 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 this Agreement or any other Loan 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.


“Other
Taxes” means all present or future stamp, documentary, excise, property, intangible, mortgage, recording or similar
Taxes arising from any payment made under any Loan Document or from the execution, delivery, registration or enforcement of, or
otherwise with respect to, any Loan Document, except any such Taxes that are imposed with respect to an assignment (other than
an assignment made pursuant to Section 2.21) (an “Assignment Tax”), but only to the extent such Assignment
Taxes are imposed as a result of a present or former connection between the assignor or assignee and the jurisdiction imposing
such Tax (other than a connection arising from such assignor or assignee having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to and/or enforced any Loan Document).



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“Parent”
has the meaning specified in the preamble hereto.


“PATRIOT
Act” has the meaning specified in Section 3.01(i).


“Payment
Date” means (i) with respect to interest payments, (a) as to any Base Rate Loan, the last day of each March, June, September
and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Rate Loan
having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Rate Loan having
an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of
such Interest Period and the last day of such Interest Period and (d) as to any Eurodollar Rate Loan, the date of any repayment
or prepayment made in respect thereof and (ii) with respect to principal payments, the last Business Day of March, June, September
and December of each Fiscal Year, but if such date is not a Business Day, then the “Payment Date” shall be the date
of the next succeeding Business Day; provided that the Restatement Effective Date shall be a Payment Date with respect
to all Existing Term Loans outstanding on such immediately prior to the Restatement Effective Date.


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA.


“Perfection
Certificate” means a certificate in form reasonably satisfactory to the Collateral Agent that provides information with
respect to the personal or mixed property of each Loan Party.


“Permitted
Acquisition” means any acquisition by Parent, the Borrower or any Subsidiary Guarantors, whether by purchase, merger
or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division
of, any Person; provided that:


(i)           immediately
prior thereto, and after giving effect thereto, no Default or Event of Default shall have occurred and be Continuing or would
result therefrom;


(ii)          all
transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and
in conformity with all applicable Governmental Authorizations;


(iii)         in
the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Equity Interests in the nature
of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any
newly formed Subsidiary of Parent or the Borrower in connection with such acquisition shall be owned 100.0% by Parent or the Borrower
or a Subsidiary Guarantor thereof, and Parent or the Borrower shall have taken, or caused to be taken, as of the date such Person
becomes a Subsidiary of Parent or the Borrower, each of the actions set forth in Section 5.10 (to the extent applicable);


(iv)         Parent
and its Subsidiaries shall be in compliance with the financial covenant set forth in Section 6.07 on a pro forma basis after giving
effect to such acquisition as of the last day of the Fiscal Quarter most recently ended for which financial statements of Parent
have been delivered pursuant to Section 5.01(b) or (c);



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(v)          for
acquisitions involving Acquisition Consideration of $50,000,000 or more, Parent shall have delivered to the Administrative Agent
at least ten (10) Business Days prior to such proposed acquisition (or such shorter period as consented to by the Administrative
Agent in its sole discretion), (x) a Compliance Certificate evidencing compliance with Section 6.07 as required under clause (iv)
above, (y) all other relevant financial information with respect to such acquired assets, including the aggregate consideration
for such acquisition and any other information required to demonstrate compliance with Section 6.07 and (z) an updated version
of Schedule 1.01(d) to the extent there are any changes to such Schedule;


(vi)         after
giving effect to such acquisition Parent and its Subsidiaries shall be in compliance with Section 6.12; and


(vii)        for
all such acquisitions, Parent shall have delivered to the Administrative Agent prior to such proposed acquisition a certificate
of an Authorized Officer of Parent certifying compliance with clauses (i) – (vi) above.


“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) – (iv) of this definition that is acquired by Parent or any of its Subsidiaries in connection with
a Permitted Acquisition, (vi) any facility that combines any Indebtedness under clauses (i), (ii), (iii), (iv) or (v) of this
definition and (vii) any Permitted Refinancing of the Indebtedness under clauses (i), (ii), (iii), (iv), (v) or (vi) of this definition
and advanced to Parent or any of its Subsidiaries based upon, and secured by, Servicing Advances, securities, loans, MSRs, receivables,
REO Assets or Residual Interests or any interests in any of the foregoing; 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 Indebtedness
incurred in accordance with this clause (vii) for which the holder thereof has contractual recourse to Parent or its Subsidiaries
to satisfy claims with respect thereto (excluding recourse for matters such as fraud, misappropriation, breaches of representations,
warranties or 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 Section 6.01 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)).


“Permitted
Liens” has the meaning specified in Section 6.02.


“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 Parent or its Subsidiaries to satisfy claims with respect to such MSR Indebtedness (excluding
recourse for matters such as fraud, misappropriation, breaches of representations, warranties or 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 Section 6.01 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.



    	-27-



    	 



    




“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any
Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not
exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed
or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees
and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an
amount equal to any existing commitments unutilized thereunder; (b) other than with respect to a Permitted Refinancing in respect
of Indebtedness permitted pursuant to Section 6.01(g) and (h), such modification, refinancing, refunding, renewal or extension
has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal
to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or
extended (except by virtue of amortization of or prepayment of Indebtedness prior to such date of determination); (c) other than
with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.01(g) and (h), at the time
thereof, no Default or Event of Default shall have occurred and be Continuing; (d) to the extent such Indebtedness being modified,
refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing,
refunding, renewal or extension is either (i) subordinated in right of payment to the Obligations on terms at least as favorable
to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed
or extended or (ii) in the form of Indebtedness permitted to be incurred under Section 6.01(o); (e) Indebtedness of Parent, the
Borrower or a Subsidiary Guarantor shall not refinance Indebtedness of a Subsidiary of Parent that is not the Borrower or a Subsidiary
Guarantor; and (f) the material terms and conditions (including, if applicable, as to collateral but excluding as to subordination,
interest rate and redemption premium) of any such modification, refinancing, refunding, renewal or extension, taken as a whole,
are not materially less favorable to the Lenders than the terms and conditions of the Indebtedness being modified, refinanced,
refunded, renewed or extended.


“Permitted
Residual Indebtedness” means any Indebtedness of 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
Parent or its Subsidiaries to satisfy claims with respect to such Permitted Residual Indebtedness (excluding recourse for matters
such as fraud, misappropriation, breaches of representations, warranties or 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 Section 6.01 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 asset subject
to such Securitization is repaid in connection with such Securitization to the extent of the net proceeds received by 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 Parent or its Subsidiaries to satisfy claims with respect to such Securitization Indebtedness
(excluding recourse for matters such as fraud, misappropriation, breaches of representations, warranties or 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 Section 6.01 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
Servicing Advance Facility Indebtedness” means any Indebtedness of 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 Parent or its Subsidiaries to satisfy claims with respect to such Permitted
Servicing Advance Facility Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations,
warranties or 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 Section 6.01 except with respect to, and solely to the extent of, any such excess that exists upon the
initial incurrence of such Indebtedness).


“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 Parent or its Subsidiaries to satisfy claims with respect to such Warehouse
Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations, warranties or 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 Warehouse Indebtedness shall not be Permitted Warehouse Indebtedness
(but shall not be deemed to be a new incurrence of Indebtedness subject to Section 6.01 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 and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


“Platform”
has the meaning specified in Section 5.01(o).


“Prepayment
Notice” has the meaning specified in Section 2.11(a), which shall be substantially in the form of Exhibit K.


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S.
or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve
Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or,
if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar
release by the Federal Reserve Board (as determined by the Administrative Agent).


“Principal
Office” means, with respect to the Administrative Agent, such Person’s “Principal Office” as set forth
on Schedule 1.01(c), or such other office or office of a third party or sub-agent, as appropriate, as such Person may from
time to time designate in writing to the Borrower, the Administrative Agent and each Lender.



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“Projections”
has the meaning specified in Section 5.01(d).


“Pro
Rata Share” means (i) with respect to all payments, computations and other matters relating to the Restatement Effective
Date Term Loan of any Lender, the percentage obtained by dividing (a) the Restatement Effective Date Term Loan Exposure of that
Lender by (b) the aggregate Restatement Effective Date Term Loan Exposure of all Lenders; and (ii) with respect to all payments,
computations, and other matters relating to New Term Loan Commitments or New Term Loans of a particular Series, the percentage
obtained by dividing (a) the New Term Loan Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan
Exposure of all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro Rata Share”
means the percentage obtained by dividing (A) an amount equal to the sum of the Restatement Effective Date Term Loan Exposure
and the New Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Restatement Effective Date Term
Loan Exposure and the aggregate New Term Loan Exposure of all Lenders.


“Public
Lenders” has the meaning specified in Section 5.01(o).


“Qualified
ECP Loan Party” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time such Swap Obligation is incurred.


“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 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 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 Parent or any of its Subsidiaries shall be the minimum price payable to Parent or such Subsidiary
for such asset pursuant to such contractual commitment.


“Refinancing”
means the repayment in full of the Existing Term Loans with the proceeds of the Restatement Effective Date Term Loans.


“Register”
has the meaning specified in Section 2.04(b).


“Regulation D”
means Regulation D of the Board of Governors, as in effect from time to time.


“Regulation
FD” means Regulation FD as promulgated by the SEC under the Securities Act and Exchange Act.


“Regulation
T” means Regulation T of the Board of Governors, as in effect from time to time.


“Regulation
U” means Regulation U of the Board of Governors, as in effect from time to time.


“Regulation
X” means Regulation X of the Board of Governors, as in effect from time to time.


“Related
Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial
loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.



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“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal
of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous
Material through the air, soil, surface water or groundwater.


“REO
Assets” of a Person means any real property owned by such Person and acquired as a result of the foreclosure or other
enforcement of a lien on such asset securing a loan, Servicing Advance or other mortgage-related receivables.


“Replacement
Lender” has the meaning specified in Section 2.21.


“Required
Lenders” means one or more Lenders having or holding Restatement Effective Date Term Loan Exposure and/or New Term Loan
Exposure and representing more than 50% of the sum of (i) the aggregate Restatement Effective Date Term Loan Exposure of all Lenders
and (ii) the aggregate New Term Loan Exposure of all Lenders.


“Residual
Funding Facility” means any funding arrangement with a financial institution or institutions or other lenders or purchasers
under which advances are made to Parent or any Subsidiary of Parent secured by Residual Interests and permitted Investments (with
such permitted Investments being purchased with proceeds received from any related Residual Interest and/or pledged by the Parent
or any applicable Subsidiary to offset any market value decline in any related Residual Interest).


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


“Restatement
Agreement” means the Restatement Agreement to the Existing Credit Agreement, dated as of December 5, 2016, by and among
the Borrower, Parent, the other Guarantors party thereto, the Lenders party thereto and the Administrative Agent.


“Restatement
Effective Date” has the meaning specified in the Restatement Agreement.


“Restatement
Effective Date Certificate” means a certificate substantially in the form of Exhibit G-1.


“Restatement
Effective Date Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Restatement Effective
Date Term Loan and “Restatement Effective Date Term Loan Commitments” means such commitments of all Lenders in the
aggregate. The amount of each Lender’s Restatement Effective Date Term Loan Commitment, if any, is set forth on Schedule
1.01(a) or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Restatement Effective Date Term Loan Commitments as of the Restatement Effective Date is $335,000,000
minus the amount of Converting Term Loans.


“Restatement
Effective Date Term Loans” means the term loans made by the Lenders on the Restatement Effective Date to the Borrower
pursuant to Section 2.01.



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“Restatement
Effective Date Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding
principal amount of the Restatement Effective Date Term Loans of such Lender.


“Restatement
Effective Date Term Loan Maturity Date” means the fourth anniversary of the Restatement Effective Date.


“Restricted
Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class
of stock of Parent, the Borrower or any of their respective Subsidiaries now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Parent, the Borrower
or any of their respective Subsidiaries now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Parent, the Borrower or any of
their respective Subsidiaries now or hereafter outstanding; and (iv) any prepayment of principal of, or any redemption, purchase,
retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment with respect to, any Junior
Indebtedness prior to any scheduled repayment or final maturity of Junior Indebtedness, any preferred stock, and any Indebtedness
convertible into any class of stock of Parent, the Borrower or any of their respective Subsidiaries.


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


“SEC”
means the United States Securities and Exchange Commission and any successor Governmental Authority performing a similar function.


“Second
Lien Indebtedness” means any senior secured Indebtedness which is secured by the Collateral on a junior basis with the
Obligations (including the Second Lien Notes).


“Second
Lien Notes” has meaning specified in the definition of “Exchange Offer Transactions.”


“Secured
Parties” has the meaning specified in the Security Agreement.


“Securities”
means 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.


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


“Securitization”
means a public or private transfer, sale, pledge or financing of Securitization Assets by the Parent, a Borrower or any of their
respective Subsidiaries, directly or indirectly, including, without limitation, any such transaction involving the sale of specified
Servicing Advances, mortgage loans or dealer floorplan receivables to a Securitization Entity.



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“Securitization
Assets” means (i) Servicing Advances, (ii) mortgage loans, (iii) installment contracts, (iv) deferred servicing fees,
(v) dealer floorplan loans and other receivables, (vi) other loans, (vii) mortgage backed or other asset backed securities and/or
(viii) any interest in any of the foregoing or related assets of the foregoing and (ix) any proceeds, collections and other amounts
specified to be directed to or property of a Securitization Entity, including for the avoidance of doubt, proceeds of any collateral
directly related to the assets described in clauses (i) through (viii) hereof.


“Securitization
Entity” means (i) any Person other than the Borrower (whether or not a Subsidiary of Parent or the Borrower) 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 Parent, the Borrower or any Subsidiary Guarantor and (iii) any special purpose Subsidiary of Parent
or the Borrower 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 Parent, the Borrower or any Subsidiary Guarantor other than under Credit Enhancement Agreements. As of the Restatement
Effective Date, the entities specified on Schedule 1.01(b) shall be deemed to satisfy the requirements of the foregoing
definition.


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


“Security
Agreement” means the Pledge and Security Agreement executed by Parent, the Borrower and each Subsidiary Guarantor dated
as of February 15, 2013, 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 delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to
the Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on the Collateral as security for the Obligations.


“Series”
has the meaning specified in Section 2.22.


“Servicing”
means loan servicing, sub-servicing rights, special servicing rights and master servicing rights and obligations including one
or more of the following functions (or a portion thereof): (a) the administration and collection of payments for the reduction
of principal and/or the application of interest on a loan (including for the avoidance of doubt, administering any loan modification
and other loss mitigation efforts); (b) the collection of payments on account of Taxes and insurance; (c) the remittance of appropriate
portions of collected payments; (d) the provision of full escrow administration; (e) the right to receive fees and other compensation
and any ancillary fees arising from or connected to the assets serviced, earnings and other benefits of the related accounts and,
in each case, all rights, powers and privileges incident to any of the foregoing, and expressly includes the right to enter into
arrangements with third Person that generate ancillary fees and benefits with respect to the serviced assets (whether such assets
are serviced as primary servicer, sub-servicer, special servicer and/or master servicer); (f) the realization on the security
for a loan (and the administration of any related REO Assets); and (g) any other obligation imposed on a servicer pursuant to
a Servicing Agreement.



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“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 Borrower or any of its Subsidiaries based on such collateral.


“Servicing
Advances” means advances made by Parent, the Borrower or any of their respective Subsidiaries in its capacity as 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 Parent, the Borrower or any of their respective Subsidiaries otherwise advances in its capacity
as 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 Parent, the Borrower or any of their respective Subsidiaries, including the Fannie
Mae and Freddie Mac servicing guide, 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).


“Solvency
Certificate” means a Solvency Certificate of the chief financial officer of Parent substantially in the form of Exhibit
G-2.


“Solvent”
means, with respect to any Loan Party, that as of the date of determination, both (i) (a) the sum of such Loan Party’s debt
(including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets;
(b) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the Restatement Effective
Date or with respect to any transaction contemplated to be undertaken after the Restatement Effective Date; and (c) such Person
has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it shall incur, debts beyond
its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent”
within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers
and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual
under Statement of Financial Accounting Standard No. 5).


“Specified
Deferred Servicing Fees” means the right to payment, whether now or hereafter acquired or created, of deferred fees
payable to Parent, the Borrower and their respective Subsidiaries under each of the Servicing Agreements either (a) identified
on Schedule 1.01(e)(A) or (b) pursuant to which any of Parent, the Borrower and their respective Subsidiaries has provided
Servicing for any entity and/or transaction identified under the heading “Investor Name” set forth on Schedule 1.01(e)(B),
as each such schedule may be updated from time to time in accordance with Section 5.01(m); provided, however, that
“Specified Deferred Servicing Fees” shall not include any rights to repayment of Servicing Advances.


“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
Loan Value” means (a) the fair value of all receivables evidencing loans made to unaffiliated third parties held by
Parent and its Subsidiaries on a consolidated basis less (b) the aggregate outstanding amount of Indebtedness under any repurchase
agreement or other financing agreement that is secured by and attributable to such loans.



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“Specified
MSR Value” means the sum of (i)(A) the value of all MSRs of Parent, the Borrower and their respective Subsidiaries that
are pledged pursuant to an MSR Facility, less (B) the aggregate outstanding amounts under such MSR Facility and (ii) the value
of all Specified MSRs of Parent, the Borrower and their respective Subsidiaries, in each case as such value is determined by an
independent third party valuation firm, such as the Mortgage Industry Advisory Corporation or a comparable firm reasonably acceptable
to the Administrative Agent. For the avoidance of doubt, “Specified MSR Value” shall not include the value of any
Specified Deferred Servicing Fees.


“Specified
MSRs” means the right to payments owed to Parent, the Borrower and their respective Subsidiaries, whether now or hereafter
acquired or created, under each of the Servicing Agreements either (a) identified on Schedule 1.01(e)(A) or (b) pursuant
to which any of Parent, the Borrower and their respective Subsidiaries provides Servicing for any entity and/or transaction  identified
under the heading “Investor Name” set forth on Schedule 1.01(e)(B), as each such schedule may be updated from
time to time in accordance with Section 5.01(m); provided, however, that “Specified MSRs” shall not
include any rights to repayment of Servicing Advances.


“Specified
Net Servicing Advances” means the amount of (i) the sum of (A) the book value of all Servicing Advances (including,
but not limited to, all Unencumbered Servicing Advances) and (B) all deferred servicing fees that are pledged pursuant to any
Servicing Advance Facility, less (ii) the aggregate outstanding amounts under any Servicing Advance Facility.


“Subordinated
Indebtedness” means any unsecured Junior Indebtedness of Parent or the Borrower the payment of principal and interest
of which and other obligations of Parent or the Borrower in respect thereof are subordinated to the prior payment in full of the
Obligations on terms and conditions satisfactory to the Administrative Agent.


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other
business entity of which more than 50.0% of the total voting power of shares of stock or other ownership interests entitled (without
regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees
or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of
that Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person
controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall
be deemed to be outstanding.


“Subsidiary
Guarantor” means (i) each Material Subsidiary of Parent or the Borrower; provided that an Excluded Subsidiary
shall not be required to be a Subsidiary Guarantor and (ii) each Designated Subsidiary of Parent or the Borrower.


“Swap
Obligation” has the meaning specified in the definition of “Excluded Swap Obligations”.


“Syndication
Agent” means Barclays, in its capacity as syndication agent, together with its permitted successors in such capacity.



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“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, and any related interest,
penalties and additions to tax.


“Terminated
Lender” has the meaning specified in Section 2.21.


“Total
Secured LTV Ratio” means the loan-to-value ratio as of the last day of any Fiscal Quarter of (i) the sum of (A) the
aggregate principal amount of the Loans then outstanding, plus (B) the aggregate principal amount of Junior Indebtedness in the
form of Second Lien Indebtedness then outstanding, to (ii) the sum of (A) Specified Net Servicing Advances, plus (B) Specified
Deferred Servicing Fees that are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the
benefit of the Lenders, plus (C) Specified MSR Value of (i) all Specified MSRs that are subject to a valid and perfected First
Priority Lien in favor of the Collateral Agent for the benefit of the Lenders and (ii) other MSRs to the extent provided in clause
(i) of the definition of Specified MSR Value, plus (D) the greater of zero and the result of (x) all unrestricted Cash and Cash
Equivalents that are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of
the Lenders, minus (y) $50,000,000, plus (E) Advance Facility Reserves, plus (F) Specified Loan Value, plus (G) without duplication
of clause (D), the fair value of marketable securities held by Parent and its Subsidiaries that are subject to a valid and perfected
First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders as of the last day of the most recently ended
Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or (c); provided
that the foregoing calculations in clause (ii) shall not include (x) any assets that have a negative value and (y) any Excess
Servicing Strips. For the avoidance of doubt, no acknowledgment shall be required from Ginnie Mae and the Specified MSR Value
in clause (C) shall only include rights to payment under those Servicing Agreements for which an acknowledgement agreement from
the relevant Specified Government Entity(other than with respect to Ginnie Mae) of the type set forth in Section 5.15(c) has been
obtained.


“Transactions”
means, collectively, the transactions to occur on or about the Restatement Effective Date pursuant to the Loan Documents, including
(a) the Refinancing, (b) the Exchange Offer Transactions and (c) the payment of fees and expenses related to clauses (a) and (b).


“Type
of Loan” means (i) a Base Rate Loan or (ii) a Eurodollar Rate Loan.


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


“Unencumbered
Servicing Advances” means all rights to reimbursement or payment, whether now or hereafter acquired or created, of any
Servicing Advances that do not collateralize or secure any Servicing Advance Facility, and includes, in any event, all rights
to reimbursement or payment of Servicing Advances pursuant to the Servicing Agreements either (a) identified on Schedule 1.01(e)(A)
which are indicated as unencumbered or (b) pursuant to which any of Parent, the Borrower and their respective Subsidiaries
has provided Servicing Advances on behalf of or for the benefit of any entity and/or transaction identified under the
heading “Investor Name” set forth on Schedule 1.01(e)(B) which are labeled as “Unencumbered Advances,”
as such schedule may be updated from time to time in accordance with Section 5.01(m).



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“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 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
or origination by Parent, the Borrower or a Subsidiary of Parent or the Borrower of, provide funding to Parent, the Borrower or
a Subsidiary of Parent or the Borrower through the transfer of, loans, mortgage-related securities and other receivables (and
the related MSR’s) purchased or originated by Parent, the Borrower or any Subsidiary of Parent or the Borrower in the ordinary
course of business, (ii) finance or refinance Servicing Advances; (iii) finance or refinance the REO Assets related to loans and
other mortgage-related receivables purchased or originated by Parent, the Borrower or any Subsidiary of Parent or the Borrower;
or (iv) finance or refinance any Securitization Asset; provided that such purchase, origination or funding is in the ordinary
course of business.


“Warehouse
Facility Trusts” means any Person (whether or not a Subsidiary of Parent or the Borrower) established for the purpose
of (a) entering into a Warehouse Facility or (b) 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 Parent, the Borrower or any Subsidiary of Parent or the Borrower; (ii) specified Servicing Advances
purchased by, and/or contributed to, such Person from Parent, the Borrower or any other Subsidiary of Parent or the Borrower;
or (iii) the carrying of REO Assets related to loans and other receivables purchased by, and/or contributed to, such Person or
any Subsidiary of Parent or the Borrower.


“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 at any date, the number of years obtained by dividing:
(i) the product obtained by multiplying (y) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect thereof, by (z) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal
amount of such Indebtedness.


“Wholly-Owned
Subsidiary” means, with respect to any Person, any other Person all of the Equity Interest of which (other than (x)
directors’ qualifying shares required by law and (y) shares issued to foreign nationals to the extent required by applicable
law) is owned by such Person directly and/or through other Wholly-Owned Subsidiaries.


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


Section 1.02          Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Parent or the
Borrower to Lenders pursuant to Sections 5.01(a), 5.01(b) and 5.01(c) shall be prepared in accordance with GAAP as in effect at
the time of such preparation; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of a change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP
or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
with this Agreement. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made
without giving effect to any change to Capital Lease accounting rules from those in effect on the Restatement Effective Date pursuant
to Accounting Standards Codification 840 and other lease accounting guidance as in effect on the Restatement Effective Date.



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Section 1.03          Interpretation,
Etc. 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 Article, Section, Schedule or Exhibit shall be to an Article, a Section, 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 word “will” shall be construed to have the
same meaning and effect as the word “shall”; and the words “asset” and “property” shall be
construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights. The terms lease and license shall include sub-lease and sub-license, as applicable.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as
otherwise expressly provided herein or therein, any reference in this Agreement or any other Loan Document to any agreement, document
or instrument shall mean such agreement, document or instrument as amended, restated, supplemented or otherwise modified from
time to time, in each case, in accordance with the express terms of this Agreement or such Loan Document.


Section 1.04          Effect
of this Agreement on the Existing Term Loan and the other Loan Documents. Upon satisfaction (or waiver) of the conditions
precedent to the effectiveness of this Agreement set forth in Restatement Agreement, this Agreement shall be binding on the Parent,
the Borrower, the Subsidiary Guarantors, the Agents, the Lenders and the other parties hereto regardless of the fact that any
may not have signed this Agreement itself, and the Existing Credit Agreement and the provisions thereof shall be replaced in their
entirety by this Agreement and the provisions hereof; provided that for the avoidance of doubt (a) the Obligations (as
defined in the Existing Credit Agreement) of the Borrower and the other Loan Parties under the Existing Credit Agreement and the
other Loan Documents that remain unpaid and outstanding as of the date of this Agreement shall continue to exist under and be
evidenced by this Agreement and the other Loan Documents and (b) the Collateral and the Loan Documents shall continue to secure,
guarantee, support and otherwise benefit the Obligations on the same terms as prior to the effectiveness hereof. Upon the effectiveness
of this Agreement, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be
effective on its terms unless otherwise expressly stated herein.



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ARTICLE
II



THE FACILITY


Section 2.01          Term
Loan Facility.


(a)          Commitments.


(i)           Each
Converting Term Lender severally agrees that its Converting Term Loans are hereby converted to a like principal amount of Restatement
Effective Date Term Loans on the Restatement Effective Date. All accrued and unpaid interest on the Converting Term Loans to,
but not including, the Restatement Effective Date shall be payable on the Restatement Effective Date, but no amounts under Section 2.16(c)
shall be payable in connection with such conversion.


(ii)          Subject
to the terms and conditions hereof, each Lender (other than the Converting Term Lenders) severally agrees to make on the Restatement
Effective Date a Restatement Effective Date Term Loan to the Borrower in an amount equal to such Lender’s Pro Rata Share
relative to the total amount of Borrowings specified in the Borrowing Notice, up to the amount of such Lender’s Restatement
Effective Date Term Loan Commitment. The Borrower shall prepay the aggregate principal amount of the Non-Converting Term Loans
with a portion of the aggregate net proceeds of such Restatement Effective Date Term Loans, concurrently with the receipt thereof.
All accrued and unpaid interest on the Non-Converting Term Loans to, but not including, the Restatement Effective Date shall be
payable on the Restatement Effective Date, and the Borrower will make any payments required under Section 2.16(c) with respect
to the Non-Converting Term Loans in accordance therewith.


(iii)         Any
amount borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a)
and 2.12, all amounts owed hereunder with respect to the Restatement Effective Date Term Loans shall be paid in full no later
than the Restatement Effective Date Term Loan Maturity Date. Each Lender’s Restatement Effective Date Term Loan Commitment
shall terminate immediately and without further action to the extent not drawn on the Restatement Effective Date. The aggregate
amount of Restatement Effective Date Term Loans requested in the Borrowing Notice on the Restatement Effective Date shall not
exceed the aggregate amount of Restatement Effective Date Term Loan Commitments.


(b)          Borrowing
Mechanics.


(i)           The
Borrower shall deliver to the Administrative Agent a fully executed Borrowing Notice no later than 11:00 a.m. (New York City
time) (i) with respect to Base Rate Loans, one (1) Business Day, and (ii) with respect to Eurodollar Rate Loans, three (3) Business
Days, prior to the Restatement Effective Date or the Increased Amount Date, as applicable. Promptly upon receipt by the Administrative
Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Borrowing.


(ii)          Each
Lender shall make its Restatement Effective Date Term Loan available to the Administrative Agent in an amount based on its Pro
Rata Share of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than 12:00 p.m. (New York
City time) on the Restatement Effective Date, by wire transfer of same day funds in Dollars, at the Principal Office designated
by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent
shall make the proceeds of the Restatement Effective Date Term Loans available to the Borrower on the Restatement Effective Date
by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent
from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to
such other account as may be designated in writing to the Administrative Agent by the Borrower.


 







(iii)         Each
New Term Loan Lender shall make its New Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share
of Borrowings under the Borrowing Notice in accordance with Section 2.02 not later than 12:00 p.m. (New York City time)
on the applicable Increased Amount Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by
the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall
make the proceeds of the New Term Loans available to the Borrower on such Increased Amount Date by causing an amount of same day
funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from the New Term Loan Lenders to
be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account
as may be designated in writing to the Administrative Agent by the Borrower.


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Section 2.02          Pro
Rata Shares; Availability of Funds.


(a)          Pro
Rata Shares. All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation
to make a Loan requested hereunder nor shall any Commitment of any Lender be increased or decreased as a result of a default by
any other Lender in such other Lender’s obligation to make a Loan requested hereunder.


(b)          Availability
of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the Restatement Effective Date or
Increased Amount Date, as applicable, that such Lender does not intend to make available to the Administrative Agent the amount
of such Lender’s Loan requested on such date, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on the Restatement Effective Date or Increased Amount Date, as applicable, and the Administrative
Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such
date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each
day from the Restatement Effective Date or Increased Amount Date, as applicable, until the date such amount is paid to the Administrative
Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days
and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent together with interest thereon, for each day from the Restatement Effective Date or Increased
Amount Date, as applicable, until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for
Base Rate Loans for such Class of Loans. Nothing in this Section 2.02(b) shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any
default by such Lender hereunder.


Section 2.03          Use
of Proceeds. The proceeds of the Loans made on the Restatement Effective Date shall be applied by the Borrower (a) to prepay
in full all of the Existing Term Loans and (b) to pay fees and expenses incurred in connection with the Transactions. No portion
of the proceeds of any Loan shall be used in any manner that causes or might cause such Loan or the application of such proceeds
to violate Regulation T, Regulation U or Regulation X or any other regulation thereof or to violate the Exchange
Act.


 







Section 2.04          Evidence
of Debt; Register; Lenders’ Books and Records; Notes.


(a)          Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of
the Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.
Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that the failure
to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of
any applicable Loans; and provided, further, that in the event of any inconsistency between the Register and any
Lender’s records, the recordations in the Register shall govern.


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(b)          Register.
The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders and the principal and interest amounts of Loans of each Lender from time to
time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (with respect
to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice.
The Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in accordance with the provisions
of Section 10.06(h), and each repayment or prepayment in respect of the principal amount of the Loans (and related interest amounts),
and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that
failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect
of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely
for purposes of maintaining the Register as provided in this Section 2.04, and the Borrower hereby agrees that, to the extent
the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents
and affiliates shall constitute “Indemnitees.”


(c)          Notes.
If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business
Days prior to the Restatement Effective Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender
(and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section
10.06) on the Restatement Effective Date (or, if such notice is delivered after the Restatement Effective Date, promptly after
the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loan.


Section 2.05          Interest.


(a)          Except
as otherwise set forth herein, each Restatement Effective Date Term Loan shall bear interest on the unpaid principal amount thereof
from the date made through repayment (whether by acceleration or otherwise) thereof as follows:


(i)          if
a Base Rate Loan, at the Base Rate plus the Applicable Margin; or


(ii)         if
a Eurodollar Rate Loan, at the Eurodollar Rate plus the Applicable Margin.


(b)          The
basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate
Loan, shall be selected by the Borrower and notified to the Administrative Agent and Lenders pursuant to the Borrowing Notice
or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Borrowing Notice
or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying
the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.


 







(c)          In
the event the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Borrowing Notice or Conversion/Continuation
Notice, such Loan (if outstanding as a Eurodollar Rate Loan) shall be automatically converted into a Base Rate Loan on the last
day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan shall remain as, or (if not then
outstanding) shall be made as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any Eurodollar
Rate Loan in the Borrowing Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest
Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date,
the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon
all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined
for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to
the Borrower and each Lender.


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(d)          Interest
payable pursuant to Section 2.05(a) shall be computed for Base Rate Loans (other than Base Rate Loans calculated pursuant to clause (iii)
of the definition of “Base Rate”) on the basis of a 365-day year (or a 366-day year, as applicable) and for Eurodollar
Rate Loans and Base Rate Loans calculated pursuant to clause (iii) of the definition of “Base Rate” on the basis
of a 360-day year for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan,
the last Payment Date with respect to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan,
the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date
of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s
interest shall be paid on that Loan.


(e)          Except
as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each
Payment Date with respect to interest accrued on and to each such Payment Date; (ii) shall accrue on a daily basis and shall be
payable in arrears upon any prepayment of such Loan, whether voluntary or mandatory, to the extent accrued on the amount being
prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of such Loan, including final maturity
of such Loan; provided that with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead
be payable on the applicable Payment Date.


Section 2.06          Conversion/Continuation.


(a)          Subject
to Section 2.16 and so long as no Default or Event of Default shall have occurred and then be Continuing, the Borrower shall have
the option:


(i)          to
convert at any time all or any part of the Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount
from one Type of Loan to another Type of Loan; provided that a Eurodollar Rate Loan may only be converted on the expiration
of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.16(c)
in connection with any such conversion; or


(ii)         upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loans, to continue all or any portion of such Loan equal
to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans.


 







(b)          Upon
the occurrence and during the continuance of an Event of Default, each outstanding Eurodollar Rate Loan shall be converted to
a Base Rate Loan upon the expiration of the applicable Interest Period.


(c)          The
Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 10:00 a.m. (New York City
time) at least three (3) Business Days in advance of the conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Loans. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion
to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date,
and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.


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Section 2.07          Default
Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a), (h) or (i), the principal
amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees
or other amounts owed hereunder that, in either case, are then due and owing, shall thereafter bear interest (including post-petition
interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws or any other act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign) payable on demand by the Administrative Agent at a rate (the “Default
Rate”) that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable
Loans; provided that in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the
time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2.00% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.07 is not
a permitted alternative to timely payment and shall not constitute a waiver of any such Event of Default or otherwise prejudice
or limit any rights or remedies of the Administrative Agent or any Lender.


Section 2.08          Fees.


(a)          On
the Restatement Effective Date, the Borrower shall pay to the Lenders upfront fees in amounts determined by the Arrangers not
to exceed, in the aggregate, 2.00% of the total amount of the Restatement Effective Date Term Loans on the Restatement Effective
Date. Such upfront fees will be in all respects fully earned, due and payable on the Restatement Effective Date and non-refundable
and non-creditable thereafter.


(b)          The
Borrower agrees to pay the Agents and Arrangers such fees in the amounts and at the times separately agreed upon.


Section 2.09          Payments.
The principal amounts of the Restatement Effective Date Term Loans shall be repaid in consecutive quarterly installments (each,
an “Installment”) on each Payment Date, commencing March 31, 2017, based on an amortization schedule, as set
forth in Schedule 2.09 as such Schedule may be supplemented or increased from time to time pursuant to a Joinder Agreement
to reflect an increase in the size of the Restatement Effective Date Term Loans pursuant to Section 2.22, and the balance of the
Restatement Effective Date Term Loans shall be repaid at the Restatement Effective Date Term Loan Maturity Date; provided
that, except as set forth above, in the event any New Term Loans are made, such New Term Loans shall be repaid after the applicable
Increased Amount Date based on an amortization schedule, if any, determined by the Borrower and the applicable holders of the
New Term Loans.


 


Notwithstanding
the foregoing, (x) such amounts owed hereunder shall be reduced in connection with any voluntary or mandatory prepayments of the
Loans, in accordance with Sections 2.11, 2.12 and 2.13, as applicable; and (y) the Loans, together with all other amounts
owed hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable Maturity Date.


Section 2.10          [Reserved].


Section
2.11          Voluntary Prepayments.


(a)          Subject
to Section 2.11(c), the Borrower may, upon written notice to the Administrative Agent (a “Prepayment Notice”),
at any time and from time to time voluntarily prepay the Loans in whole or in part without premium or penalty subject however
to any breakage costs due in accordance with Section 2.16(c); provided that the Borrower may prepay any such Loans on any
Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess
of that amount.



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(b)          All
such prepayments shall be made (i) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans;
and (ii) upon not less than three (3) Business Days’ prior written notice (or such shorter period as agreed by the Administrative
Agent) in the case of Eurodollar Rate Loans, in each case in the form of a written Prepayment Notice and given to the Administrative
Agent by 12:00 noon (New York City time) on the date required (and the Administrative Agent shall promptly transmit to each Lender
such Prepayment Notice and the amount of each Lender’s ratable share of such prepayment by telefacsimile or telephone).
Upon the giving of any such Prepayment Notice, the principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.13.


(c)          In
the event that all or any portion of the Restatement Effective Date Term Loans are (i) repaid through voluntary or mandatory repayments
from the incurrence of Indebtedness having a lower effective yield (whether by reason of the interest rate applicable to such
Indebtedness, the application of a Eurodollar or Base Rate “floor” or by reason of the issuance of such Indebtedness
at a discount) than the Restatement Effective Date Term Loans or (ii) repriced pursuant to an amendment pursuant to which the
effective yield (whether by reason of the interest rate applicable to such Indebtedness, the application of a Eurodollar or Base
Rate “floor” or by reason of the issuance of such Indebtedness at a discount or with upfront fees payable to all lenders
but excluding customary arranger and underwriting fees) is less than the effective yield applicable to the Restatement Effective
Date Term Loans on the date immediately prior to such amendment, each Lender holding Restatement Effective Date Term Loans shall
be paid an amount equal to 1.0% of the amount of such Restatement Effective Date Term Loans repaid or repriced, if such repayment
or repricing is effected prior to the date that is six months after the Restatement Effective Date.


Section
2.12          Mandatory Repayment.


(a)          Issuance
or Incurrence of Debt. On the date of receipt by Parent, the Borrower or any of their respective Subsidiaries of any Net Cash
Proceeds from the issuance or incurrence of any Indebtedness of Parent, the Borrower or any of their respective Subsidiaries (other
than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.01), the Borrower shall prepay the Loans
in an aggregate amount equal to 100% of such Net Cash Proceeds.


(b)          Asset
Sales. No later than the first Business Day following the date of receipt by Parent, the Borrower or any of their respective
Subsidiaries of any Net Cash Proceeds in excess of $1,000,000 in respect of any Asset Sale (other than Asset Sales permitted by
Section 6.08 (h), (i) or (k)), the Borrower shall give written notice to the Administrative Agent of such Asset Sale and prepay
the Loans in an aggregate amount equal to such 100% of the amount of such Net Cash Proceeds in respect of such Asset Sale no later
than the fourth Business Day following the date of receipt of such Net Cash Proceeds; provided that (i) so long as no Event
of Default shall have occurred and be Continuing at the time of receipt of such proceeds and (ii) upon written notice to the Administrative
Agent, directly or through one or more of its Subsidiaries, the Borrower shall have the option to invest such Net Cash Proceeds
within two hundred seventy (270) days of receipt thereof in assets of the general type owned by or used in the business of the
Borrower and its Subsidiaries (provided that if, prior to the expiration of such two hundred seventy (270) day period,
the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment
on or prior to the expiration of an additional ninety (90) day period, such two hundred seventy (270) day period shall be extended
to the date provided for such investment in such binding agreement). Notwithstanding the foregoing, any Lender may elect, by notice
to the Administrative Agent by telephone (confirmed by facsimile) at least two Business Days prior to the prepayment date, to
decline all or any portion of any prepayment of its Loans pursuant to this Section 2.11(b), in which case the aggregate amount
of the prepayment that would have been applied to prepay Loans but was so declined shall be retained by the Borrower.



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(c)          Insurance/Condemnation
Proceeds. No later than the first Business Day following the date of receipt by Parent, the Borrower or any of their respective
Subsidiaries, or the Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, the Borrower shall prepay
the Loans in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided that, so long as no Event
of Default shall have occurred and be continuing, the Borrower shall have the option, directly or through one or more of its Subsidiaries
to use such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof for repair of any damage
related thereto or replacement of the affected assets or for investment in assets of the general type owned by or used in the
business of the Borrower and its Subsidiaries (provided that if, prior to the expiration of such two hundred seventy (270)
day period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such
investment on or prior to the expiration of an additional ninety (90) day period, such two hundred seventy (270) day period shall
be extended to the date provided for such investment in such binding agreement).


(d)          Consolidated
Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the
Fiscal Year ending December 31, 2017), the Borrower shall, no later than ninety days after the end of such Fiscal Year, prepay
the Loans in an aggregate amount equal to (i) 25% of such Consolidated Excess Cash Flow, minus (ii) voluntary repayments
of the Loans pursuant to Section 2.11 during such Fiscal Year or after such Fiscal Year end and prior to the time such prepayment
pursuant to this clause is due other than prepayments funded with the proceeds of Indebtedness, Equity Interests or Asset Sales;
provided that if, as of the last day of the most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any
such period by reference to the Compliance Certificate delivered pursuant to Section 5.01(e) calculating the First Lien LTV Ratio
as of the last day of such Fiscal Year) shall be greater than or equal to 35%, the Borrower shall be required to make the prepayments
and/or reductions otherwise required hereby in an amount equal to (i) 50% of such Consolidated Excess Cash Flow, minus
(ii) voluntary repayments of the Loans pursuant to Section 2.11 during such Fiscal Year other than prepayments funded with the
proceeds of Indebtedness, Equity Interests or Asset Sales; provided, further that if, as of the last day of the
most recently ended Fiscal Year, the First Lien LTV Ratio (determined for any such period by reference to the Compliance Certificate
delivered pursuant to Section 5.01(e) calculating the First Lien LTV Ratio as of the last day of such Fiscal Year) shall be less
than 20%, the Borrower shall not be required to make any prepayments for such Fiscal Year under this Section 2.12(d).


(e)          Repayment
Certificate. Concurrently with any repayment of the Loans pursuant to Section 2.12(a), (b), (c) or (d), the Borrower shall
deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the
applicable net proceeds, payments or excess cash, as applicable. In the event that the Borrower shall subsequently determine that
the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment
of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent
a certificate of an Authorized Officer demonstrating the determination of such excess.



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Section
2.13          Application of Prepayments.


(a)          Application
of Prepayments. Any prepayment of any Loan pursuant to Section 2.11(a) or 2.12 shall be applied as follows:


first,
to prepay Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied
to the remaining scheduled Installments of principal of the Loans (x) as directed by the Borrower in the case of Section 2.11(a)
(or, if no such direction is given, then on a pro rata basis) and (y) in direct order of maturity, in the case of Section 2.12;


second,
to pay any accrued and unpaid interest and any other amounts in respect of the Loans outstanding on a pro rata basis (in accordance
with the respective outstanding principal amounts thereof); and


third,
to satisfy any other outstanding Obligations of the Borrower on a pro rata basis hereunder by the amount of such prepayment remaining.


(b)          Application
of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Any prepayment of the Loans shall be applied first to
Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes
the amount of any payments required to be made by the Borrower pursuant to Section 2.16(c).


Section
2.14          General Provisions Regarding Payments.


(a)          All
payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than
2:00 p.m. (New York City time) on the date due at the Principal Office designated by the Administrative Agent for the account
of Lenders. For purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due
date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.


(b)          All
payments in respect of the principal amount of any Loan (other than a prepayment of a Base Rate Loan prior to the applicable Maturity
Date) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments
(and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan)
shall be applied to the payment of interest then due and payable before application to principal.


(c)          The
Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such
Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and
interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent
received by the Administrative Agent.


(d)          Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect
thereto in apportioning payments received thereafter.



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(e)          Whenever
any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day.


(f)          The
Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order
to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject
to sufficient funds being available in its accounts for that purpose).


(g)          The
Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior
to 2:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received
by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business
Day. The Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing)
if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance
with the terms of Section 8.01(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is
made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding
applicable Business Day) at the Default Rate from the date such amount was due and payable until the date such amount is paid
in full.


(h)          If
an Event of Default shall have occurred and be continuing, and the maturity of the Obligations shall have been accelerated pursuant
to Section 8.01, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied
in accordance with the application arrangements described in the Security Agreement.


Section 2.15          Ratable
Sharing. The Lenders hereby agree among themselves that, if any of them shall, whether by voluntary payment (other than a
voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off
or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise,
or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder
or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater
than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt
of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased
from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by
such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise,
those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and
agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim
with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed
the amount of the participation held by that holder. The provisions of this Section 2.15 shall not be construed to apply to (a)
any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained
by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to
it.



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Section
2.16          Making or Maintaining Eurodollar Rate Loans.


(a)          Inability
to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any
Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist
for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Eurodollar Rate,”
the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower
and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such
time as the Administrative Agent notifies the Borrower and Lenders that the circumstances giving rise to such notice no longer
exist and (ii) any Borrowing Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect
of which such determination was made shall be deemed to be rescinded by the Borrower.


(b)          Illegality
or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto) that the making, maintaining or continuation of its Eurodollar
Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not
having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, as
a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or
the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender”
and it shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative
Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative
Agent receives a notice from any Lender pursuant to clause (i) of the preceding sentence or a notice from Lenders constituting
the Required Lenders pursuant to clause (ii) of the preceding sentence, thereafter (1) the obligation of the Lenders (or, in the
case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Base Rate Loans
to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such
determination by an Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Borrowing
Notice or a Conversion/Continuation Notice, the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding
sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate
Loan, (3) the Lenders’ (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s)
obligations to maintain their respective outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be
terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans
or when required by law and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar
Rate Loan then being requested by the Borrower pursuant to a Borrowing Notice or a Conversion/Continuation Notice, the Borrower
shall have the option, subject to the provisions of Section 2.16(c), to rescind such Borrowing Notice or Conversion/Continuation
Notice as to all Lenders by giving notice (by telefacsimile) to the Administrative Agent of such rescission on the date on which
the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent
shall promptly transmit to each other Lender).



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(c)          Compensation
for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and
any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but
excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender)
a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Borrowing Notice, or a conversion to
or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (ii)
if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior
to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans
is not made on any date specified in a Prepayment Notice given by the Borrower.


(d)          Booking
of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to or for the account of any of
its branch offices or the office of an Affiliate of such Lender.


(e)          Reserves
on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves
(including any basic marginal, special, supplemental, emergency or other reserves) with respect to Eurodollar Rate Loans against
“Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by
the Board of Governors or other applicable banking regulator, additional interest on the unpaid principal amount of each Eurodollar
Rate Loan equal to the actual costs of such reserves allocated to such Eurodollar Rate Loan by such Lender (as determined by such
Lender in good faith), which shall be due and payable on each date on which interest is payable on such Eurodollar Rate Loan,
provided the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender.  If a Lender fails to give notice ten (10) days prior to the relevant
Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.


(f)          Assumptions
Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.16 and under
Section 2.17 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase
of a Eurodollar deposit bearing interest at the rate obtained pursuant the definition of “Eurodollar Rate” in an amount
equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through
the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United
States of America; provided that each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the
foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.16 and under
Section 2.17.



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Section
2.17          Increased Costs; Capital Adequacy; Liquidity.


(a)          Compensation
For Increased Costs. In the event that any Lender shall determine (which determination shall, absent manifest error, be final
and conclusive and binding upon all parties hereto) that any Change in Law (i) imposes, modifies or holds applicable any reserve
(including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance
or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans
by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any reserve contemplated
by Section 2.16(e)), (ii) imposes any other condition (other than with respect to any Tax) on or affecting such Lender (or
its applicable lending office) or its obligations hereunder or the London interbank market or (iii) subjects such Lender to any
incremental Tax (other than a Tax indemnifiable under Section 2.18 or an Excluded Tax); and the result of any of the foregoing
is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received
or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall
promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts
(in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion
shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a),
which statement shall be conclusive and binding upon all parties hereto absent demonstrable error.


(b)          Capital
Adequacy or Liquidity Adjustment. In the event that any Lender shall have determined that the adoption, effectiveness, phase-in
or applicability of any Change in Law regarding capital adequacy, liquidity or compliance by any Lender (or its applicable lending
office) with any Change in Law regarding capital adequacy or liquidity has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s
Loans, or participations therein or other obligations hereunder with respect to the Loans, to a level below that which such Lender
or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy or liquidity),
then from time to time, within five (5) Business Days after receipt by the Borrower from such Lender of the statement referred
to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as shall compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy
to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to Lender under this Section 2.17(b), which statement shall be conclusive and binding upon all parties hereto absent
manifest error.


(c)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.17 shall not constitute
a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section 2.17 for any increased costs incurred or reductions suffered if Lender fails to provide
Borrower with notice of such increased costs or reductions within ninety (90) days of such Lender actually incurring such increased
costs (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect thereof).


Section 2.18          Taxes;
Withholding, Etc. 


(a)          Payments
to Be Free and Clear. All sums payable by or on behalf of any Loan Party hereunder or under the other Loan Documents shall
(except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any
Tax.



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(b)          Withholding
of Taxes. If any Loan Party, the Administrative Agent or any other Person is required by law (as determined in the good faith
discretion of the applicable withholding agent) to make any deduction or withholding on account of any Tax from any sum paid or
payable by any Loan Party to the Administrative Agent or any Lender under any of the Loan Documents: (i) if a Loan Party is the
applicable withholding agent, the applicable Loan Party shall pay any such Tax to the relevant Governmental Authority in accordance
with applicable law; (ii) if such Tax is an Indemnified Tax or Other Tax, the sum payable by such Loan Party in respect of which
the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the
making of that deduction, withholding or payment (including, in respect of any amounts payable under this Section 2.18), such
Lender (or in a case where the Administrative Agent receives the payments for its own account, the Administrative Agent) receives
a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iii)
within thirty (30) days after any Loan Party has paid any sum from which any Loan Party is required by law to make any deduction
or withholding, and within thirty (30) days after the due date of payment of any Tax which any Loan Party is required by clause
(i) above to pay, the Borrower shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of
such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.


(c)          Status
of Lenders. (a) Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent,
provide the Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower
or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding
tax with respect to any payments to be made to such Lender under the Loan Documents, or otherwise required by the Borrower or
the Administrative Agent to determine the extent to which any tax is required to be withheld; provided that a Lender will
not be required to deliver any documentation with respect to any Tax other than U.S. federal income or withholding (including
backup withholding) taxes to the extent such Lender determines, in its reasonable discretion, that delivering such documentation
would be materially prejudicial to such Lender’s legal or commercial position. Each such Lender shall, whenever a lapse
in time or change in circumstances renders any documentation previously provided by such Lender under this Section 2.18(c) (including
pursuant to paragraph (2) below) expired, obsolete or inaccurate in any respect, promptly deliver to the Borrower and the Administrative
Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the
Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so.


(2)          Without
limiting the generality of the foregoing:


Each
Lender that is a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to the Borrower
and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly
signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from
U.S. federal backup withholding.


Each
Lender that is not a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to the
Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time
thereafter when required by Law or upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following
is applicable:


(A)          two
duly completed copies of Internal Revenue Service Form W-8BEN-E or W-8BEN (or any successor forms) claiming eligibility for benefits
of an income tax treaty to which the United States of America is a party,


(B)          two
duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),



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(C)          in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue
Code, (I) a certificate, in substantially the form of Exhibit F (any such certificate a “Certificate re Non-Bank
Status”), or any other form approved by the Administrative Agent, to the effect that such Lender is not (x) a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (y) a “10 percent shareholder” of a Borrower
within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or (z) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code, and that no payments in connection with the Loan Documents are
effectively connected with such Lender’s conduct of a U.S. trade or business and (II) two duly completed copies of Internal
Revenue Service Form W-8BEN-E or W-8BEN (or any successor forms),


(D)          to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or a participating Lender that
has transferred its beneficial ownership to a participant), Internal Revenue Service Form W-8IMY (or any successor forms) of the
Lender, accompanied by a Form W-8ECI, W-8BEN-E or W-8BEN, Certificate re Non-Bank Status, Form W-9, Form W-8IMY (or other successor
forms) or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership
(and not a participating Lender) and one or more of the Lender’s direct or indirect partners are claiming the portfolio
interest exemption, the Certificate re Non-Bank Status may be provided by such Lender on behalf of such direct or indirect partners),
or


(E)          any
other form prescribed by applicable requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction
in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable
requirements of Law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to
be made.


If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax or USVI withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Sections 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or
the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent
as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether
such Lender has or has not complied with such Lender’s FATCA obligations and, if necessary, to determine the amount to deduct
and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


Notwithstanding
any other provision of this Section 2.18(c), a Lender shall not be required to deliver any form that such Lender is not legally
eligible to deliver.


Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any
documentation provided by such Lender to the Administrative Agent pursuant to Section 2.18(c).



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(d)          Refunds.
If any Lender becomes aware that it is entitled to claim a refund from a Governmental Authority in respect of Taxes as to which
the Borrower has paid additional amounts pursuant to Section 2.18(b) or indemnification payments pursuant to Section 2.18(g),
it shall make reasonable efforts to timely so advise the Borrower and, if the Borrower so requests, to seek such refund at the
Borrower’s expense; provided, however, that no Lender shall be required to take any action hereunder which,
in the sole discretion of such Lender, would cause such Lender or its applicable lending office to suffer a material economic,
legal or regulatory disadvantage. If any Lender actually receives a payment of a refund (including pursuant to a claim for refund
made pursuant to the preceding sentence) in respect of any Tax as to which the Borrower has paid additional amounts pursuant to
Sections 2.18(b) or indemnification payments under Section 2.18(g), it shall within ninety (90) days from the date of the receipt
of such refund pay over the amount of such refund to the Borrower, net of all reasonable out-of-pocket expenses of such Lender
(including any Taxes) and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). The Borrower agrees to repay any amount paid over to the Borrower (plus penalties, interest or other reasonable
charges paid by such Lender) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority.
This Section 2.18(d) shall not be construed to require a Lender to make available its Tax returns (or any other information relating
to its Taxes which it deems confidential) to any Loan Party or any other Person.


(e)          Contests.
If the Borrower determines that a reasonable basis exists for contesting a Tax, the Borrower shall make reasonable efforts to
timely advise the relevant Lender and at the Borrower’s written request, the relevant Lender shall make reasonable efforts
to cooperate with the Borrower in challenging such Tax at the Borrower’s expense; provided, however, that
no Lender shall be required to take any action hereunder which, in the sole discretion of such Lender, would cause such Lender
or its applicable lending office to suffer a material economic, legal or regulatory disadvantage.


(f)          Other
Taxes. Without limiting or duplicating the provisions of Sections 2.18(a) or (b), the Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.


(g)          Indemnification.
Without limiting or duplicating the provisions of Sections 2.18(a), (b) or (f), the Borrower shall, within 15 days after written
demand therefor, indemnify and hold harmless the Administrative Agent and each Lender from and against any Indemnified Taxes or
Other Taxes payable by such Administrative Agent or Lender, including any Indemnified Taxes or Other Taxes imposed on or with
respect to any additional amounts or indemnification payments made under this Section 2.18, and any reasonable expenses related
thereto, whether or not such Indemnified Taxes or Other Taxes are correctly or legally imposed or asserted by the applicable Governmental
Authority. A certificate as to the amount of any such Tax (along with a written statement setting forth in reasonable detail the
basis and calculation of such amounts) delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.



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Section 2.19          Obligation
to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering
its Loans or becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become
an Affected Lender or that would entitle such Lender to receive payments under Section 2.16, 2.17 or 2.18, it shall, to the
extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Loans, including any Affected Loans, through another office of such Lender or
(b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to
such Lender pursuant to Section 2.16, 2.17 or 2.18 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such
other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided
that such Lender shall not be obligated to utilize such other office or take such other measures pursuant to this Section
2.19 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office
or taking such other measures as described above. A certificate as to the amount of any such expenses payable by the Borrower
pursuant to this Section 2.19 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender
to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error.


Section 2.20          Defaulting
Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender,
then during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender”
for purposes of any amendment, waiver or consent with respect to any provision of the Loan Documents that requires the approval
of the Required Lenders. During any Default Period with respect to an Insolvency Defaulting Lender, any amounts that would otherwise
be payable to such Insolvency Defaulting Lender under the Loan Documents (including, without limitation, voluntary and mandatory
prepayments and fees) may, in lieu of being distributed to such Insolvency Defaulting Lender, at the written direction of the
Borrower to the Administrative Agent, be retained by the Administrative Agent to collateralize indemnification and reimbursement
obligations of such Insolvency Defaulting Lender in an amount reasonably determined by the Administrative Agent. The rights and
remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and remedies which the Borrower may
have against such Defaulting Lender as a result of it becoming a Defaulting Lender and which the Administrative Agent or any Lender
may have against such Defaulting Lender with respect thereto. The Administrative Agent shall not be required to ascertain or inquire
as to the existence of any Funds Defaulting Lender or Insolvency Defaulting Lender.



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Section 2.21          Removal
or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender
(an “Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that
such Lender is entitled to receive payments under Section 2.16, 2.17 or 2.18, (ii) the circumstances which have caused such Lender
to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect and (iii) such Lender shall
fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any
Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect and (iii) such
Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days
after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination,
waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.05(b) or (c)(i), the consent of the
Required Lenders (or the requisite percentage of Lenders under Section 10.05(c)(i)) shall have been obtained but the consent
of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have
been obtained; then, with respect to each such Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated
Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election
to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding
Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions
of Section 10.06 and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an
Increased Cost Lender, a Non-Consenting Lender or Insolvency Defaulting Lender, and the Funds Defaulting Lender (if not also an
Insolvency Defaulting Lender) shall pay the fees, if any, payable thereunder in connection with any such assignment from such
Defaulting Lender; provided that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated
Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of
the Terminated Lender; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender
pursuant to Section 2.16(c), 2.17 or 2.18; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender
is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of
which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such
Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such
Terminated Lender to additional amounts and indemnification hereunder shall survive as to such Terminated Lender. Each Lender
agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or
Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation
necessary to effectuate such assignment in accordance with Section 10.06. In the event that a Lender does not comply with the
requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes
and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment
in accordance with Section 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed
by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.06.


Section
2.22          Incremental Facilities.


(a)          The
Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan commitments
which may be in the form of a new Series of New Term Loans or an increase to the amount of Restatement Effective Date Term Loans
or any then outstanding Series of New Term Loans (such new term loan commitments or increase the “New Term Loan Commitments”),
by an amount not in excess of (x) $100,000,000 in the aggregate plus (y) such amount that, both before and after giving effect
to the making of any Series of New Term Loans or increase in Restatement Effective Date Term Loans, the First Lien LTV Ratio does
not exceed a percentage equal to 30%, in each case, not less than $15,000,000 individually (or such lesser amount which shall
be approved by the Administrative Agent), and integral multiples of $5,000,000 in excess of that amount; provided that
the Borrower may elect to use clause (y) prior to clause (x). Each such notice shall specify (i) the date (each, an “Increased
Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a
date not less than ten (10) Business Days (or such shorter period as agreed by the Administrative Agent) after the date on which
such notice is delivered to the Administrative Agent and (ii) the identity of each Lender or other Person that is an Eligible
Assignee (each, a “New Term Loan Lender”) to whom the Borrower proposes any portion of such New Term Loan Commitments
be allocated and the amounts of such allocations; provided that any Arranger may elect or decline to arrange such
New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Loan Commitments
may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become
effective as of such Increased Amount Date; provided that (1) as of the Increased Amount Date, no event shall have occurred
and be continuing or would result from the consummation of the Borrowing of the New Term Loan that would constitute a Default
or Event of Default; (2) both before and after giving effect to the making of any Series of New Term Loans or increase in Restatement
Effective Date Term Loans, each of the following shall be satisfied: (i) the conditions set forth in Sections 3.01(h) (provided
that each reference therein to Section 3.01 shall be deemed a reference to this Section 2.22 and each reference therein to
the Restatement Effective Date shall be deemed a reference to the Increased Amount Date) and (ii) the representations and warranties
contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Increased
Amount Date (except to the extent such representations and warranties relate to an earlier date, in which case, such representations
and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any
such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty
shall be true and correct in all respects); (3) the Borrower shall be in pro forma compliance with the financial covenant set
forth in Section 6.07 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered
to the Lenders pursuant to Section 5.01(b) or (c) after giving effect to the making of any Series of New Term Loans or increase
in Restatement Effective Date Term Loans; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder
Agreements executed and delivered by the Borrower, each applicable New Term Loan Lender and the Administrative Agent, and each
of which shall be recorded in the Register and each New Term Loan Lender shall be subject to the requirements set forth in Section
2.18(c); and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested
by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall
be designated in the applicable Joinder Agreement either as a separate series, an increase to the Restatement Effective Date Term
Loans or an increase to any prior series of New Term Loans (in each case a “Series”; for purposes of this Section
2.22, the Restatement Effective Date Term Loans and any increase thereof shall be deemed to be a Series) for all purposes of this
Agreement. Except for purposes of this Section 2.22, any New Term Loans shall be deemed to be, effective as of the applicable
Increased Amount Date, and after the making of such New Term Loans, Restatement Effective Date Term Loans for all purposes of
this Agreement; provided that for the avoidance of doubt such New Term Loans will remain New Term Loans and New Term Loan
Commitments, as the case may be, for purposes of this Section 2.22.



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(b)          On
any Increased Amount Date on which any New Term Loan Commitments of any Series or any increase in Restatement Effective Date Term
Loans are effective, subject to the satisfaction of the foregoing terms and conditions (including, but not limited to, delivery
of a Borrowing Notice pursuant to Section 2.01(b)), (i) each New Term Loan Lender of any Series shall make a Loan to the Borrower
(a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series and (ii) each New Term
Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the
New Term Loans of such Series made pursuant thereto.


(c)          The
Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and
in respect thereof the Series of New Term Loan Commitments (or increase in Restatement Effective Date Term Loans) and the New
Term Loan Lenders of such Series.


(d)          The
terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth
herein or in the Joinder Agreement, identical to the Loans. In any event (i) the weighted average life to maturity of all New
Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Loans, (ii) the applicable New
Term Loan Maturity Date of each Series shall be no shorter than the Restatement Effective Date Term Loan Maturity Date, (iii)
the yield applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable new Lenders and
shall be set forth in each applicable Joinder Agreement and (iv) the amortization schedule applicable to any Series of New Term
Loans shall be determined by the Borrower and the applicable holders of New Term Loans; provided, however, that
the yield applicable to the New Term Loans (after giving effect to all upfront or similar fees, original issue discount payable
or Eurodollar or Base Rate “floor” with respect to such New Term Loans with any such upfront or similar fees or original
issue discount being equated to the interest rates in a manner reasonably determined by the Administrative Agent based on an assumed
four-year life to maturity) shall not be greater than 0.50% above the applicable yield payable pursuant to the terms of this Agreement
as amended through the date of such calculation with respect to Loans (including any upfront fees or original issue discount payable
to the initial Lenders hereunder (but excluding customary arranger and underwriting fees) or Eurodollar or Base Rate “floor”
applicable to Restatement Effective Date Term Loans incurred on the Restatement Effective Date) unless the interest rate with
respect to the Loans is increased so as to cause the then applicable yield under this Agreement on the Loans to be not less than
the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount
payable to all lenders (but excluding customary arranger and underwriting fees) or Eurodollar or Base Rate “floor”
with respect to such New Term Loans with any such upfront or similar fees or original issue discount being equated to the interest
rates in a manner reasonably determined by the Administrative Agent based on an assumed four-year life to maturity) minus 0.50%.
Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provision of this Section
2.22.



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(e)          The
New Term Loans and New Term Loan Commitments established pursuant to this Section 2.22 shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without
limiting the foregoing, benefit equally and ratably with the Obligations from the Subsidiary Guarantors and security interests
created by the Security Documents. Each Series of New Term Loans or New Term Loans incurred as an increase to the Restatement
Effective Date Term Loans shall be entitled to share in mandatory prepayments on a ratable basis with the Restatement Effective
Date Term Loans and the other Series of New Term Loans (unless the holders of the New Term Loans of any Series agree to take a
lesser share of certain prepayments). The Loan Parties shall take any actions reasonably required by the Administrative Agent
to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under
the Uniform Commercial Code or otherwise after giving effect to the establishment of any such Class of New Term Loans or any such
New Term Loan Commitments.


ARTICLE
III



CONDITIONS PRECEDENT


Section 3.01          Conditions
Precedent. The obligation of the Lenders to make Loans on the Restatement Effective Date is subject to the satisfaction, or
waiver in accordance with Section 10.05, of the following conditions on or before the Restatement Effective Date:


(a)          Loan
Documents. (i) The Administrative Agent shall have received copies of the following documents, executed and delivered by each
Loan Party: (x) the Restatement Agreement, (y) the Borrowing Notice and (z) any Notes and (ii) all such documents shall be in
form and substance reasonably satisfactory to the Administrative Agent.


(b)          Organizational
Documents; Incumbency. The Administrative Agent shall have received (1) copies of each Organizational Document executed and
delivered by each Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official,
each dated the Restatement Effective Date or a recent date prior thereto; (2) signature and incumbency certificates of the officers
of each Loan Party executing the Loan Documents to which it is a party; (3) resolutions of the Board of Directors or similar governing
body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party or by which it or its assets may be bound as of the Restatement Effective Date, certified as
of the Restatement Effective Date by its secretary or an assistant secretary as being in full force and effect without modification
or amendment; (4) a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation,
organization or formation for each Loan Party, each dated a recent date prior to the Restatement Effective Date; and (5) such
other organizational documents and evidence of incumbency as the Administrative Agent may reasonably request.



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(c)          [reserved].


(d)          [reserved].


(e)          [reserved].


(f)          Personal
Property Collateral. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected
First Priority security interest in the personal property Collateral, each Loan Party shall have delivered to the Collateral Agent:


(1)          a
completed Perfection Certificate dated the Restatement Effective Date and executed by an Authorized Officer of each Loan Party,
together with all attachments contemplated thereby;


(2)          evidence
that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed
and delivered any other agreement, document and instrument (including any intercompany notes evidencing Indebtedness permitted
to be incurred pursuant to Section 6.01(b)) and made or caused to be made any other filing and recording (other than as set forth
herein) reasonably required by the Collateral Agent;


(3)          opinions
of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation and perfection
of the security interests in favor of the Collateral Agent in the Collateral and such other matters governed by the laws of each
jurisdiction in which any Loan Party or any personal property Collateral is located as the Collateral Agent may reasonably request
(including opinions of counsel regarding any share pledge agreement), in each case in form and substance reasonably satisfactory
to the Collateral Agent;


(4)          copies
of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches or equivalent
reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that
name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized
or maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the
Collateral Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be covered
by the Security Documents (other than Permitted Liens or any other Liens acceptable to the Collateral Agent); and


(5)          a
Junior Lien Intercreditor Agreement executed by the Collateral Agent, collateral agent with respect to the Second Lien Notes and
the Loan Parties.



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(g)          Opinions
of Counsel to Loan Parties. The Agents and the Lenders and their respective counsel shall have received originally executed
copies of the favorable written opinions of Mayer Brown LLP, counsel for Loan Parties, in the form of Exhibit D-1, internal
counsel for the Loan Parties, in the form of Exhibit D-2 and Marjorie Rawls Roberts, P.C., U.S. Virgin Island counsel for
Loan Parties, in the form of Exhibit D-3 and, in each case, as to such other matters as the Administrative Agent may reasonably
request, dated as of the Restatement Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative
Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).


(h)          Restatement
Effective Date Certificate. The Borrower shall have delivered to the Administrative Agent an originally executed Restatement
Effective Date Certificate, together with all attachments thereto, and which shall include certifications to the effect that:


(i)          the
representations set forth in Article IV and the other Loan Documents shall be true and correct in all material respects
on and as of the Restatement Effective Date (except to the extent such representations and warranties relate to an earlier date,
in which case, such representations and warranties were true and correct in all material respects as of such earlier date); provided
that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such
representation or warranty shall be true and correct in all respects; and


(ii)          each
of the conditions precedent described in this Section 3.01 shall have been satisfied on the Restatement Effective Date (except
that no certification need be made as to the Administrative Agent’s or the Required Lenders’ satisfaction with any
document, instrument or other matter).


(i)          Bank
Regulatory Information. The Administrative Agent and Arrangers shall have received all documentation and other information
about the Borrower and the Subsidiary Guarantors as has been reasonably requested in writing by the Administrative Agent or Arrangers
at least ten (10) days prior to the Restatement Effective Date and they reasonably determine is required by regulatory authorities
under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001) (as amended, supplemented or modified from time to time, the “PATRIOT Act”).


(j)          Solvency
Certificate. The Administrative Agent shall have received a Solvency Certificate from Parent.


(k)          Payment
at Closing. The Borrower shall have paid to the Administrative Agent the accrued and unpaid fees due and set forth or referenced
in Section 2.08 and any other accrued and unpaid fees or commissions due to the Administrative Agent and Arrangers hereunder
(including, without limitation, legal fees and expenses of the Administrative Agent and Arrangers incurred in connection with
the negotiation, preparation and execution of this Agreement to the extent invoiced at least three days prior to the Restatement
Effective Date), which amounts may be offset against the proceeds of the Restatement Effective Date Term Loans hereunder, and
to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes,
fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.



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(l)          Acknowledgement
Agreements. The Borrower shall have used commercially reasonable efforts to obtain acknowledgement agreements from the relevant
Fannie Mae, Freddie Mac and Ginnie Mae, each in the standard form used by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable,
or in such other form reasonably satisfactory to the Administrative Agent and the Collateral Agent, whereby Fannie Mae, Freddie
Mac or Ginnie Mae acknowledges the security interest of the Secured Parties in the Servicing Agreements of the Loan Parties with
the Fannie Mae, Freddie Mac or Ginnie Mae, as applicable; provided that it being understood that, notwithstanding anything
in this Section 3.01(m) to the contrary, to the extent such acknowledgement agreements are not or cannot be provided on the Restatement
Effective Date after the Loan Parties’ use of commercially reasonable efforts to do so, then the delivery of acknowledgement
agreements shall not constitute a condition precedent to the availability of the Restatement Effective Date Term Loans on the
Restatement Effective Date, but instead shall be required to be delivered after the Restatement Effective Date pursuant to Section
5.15(c).


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES


In
order to induce the Lenders to enter into this Agreement and to make each Loan to be made thereby, Parent and each other Loan
Party represents and warrants to each Lender that, as of the Restatement Effective Date, as applicable, each of the following
statements is true and correct:


Section 4.01          Organization
and Qualification. Each of the Loan Parties is (a) duly organized, validly existing and, to the extent applicable, in good
standing under the laws of its jurisdiction of organization as identified on Schedule 4.01 and (b) is qualified to
do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business
and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and would not be
reasonably expected to have, a Material Adverse Effect.


Section 4.02          Corporate
Authorization. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action
on the part of each Loan Party that is a party thereto, and on the part of the respective shareholders, members or other equity
security holders of each such Loan Party, and each Loan Party has all requisite power and authority to own and operate its properties,
to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party
and to carry out the transactions contemplated thereby.


Section 4.03          Equity
Interests and Ownership. Schedule 4.03 correctly sets forth the ownership interest of Parent and each of its Subsidiaries
in their respective Subsidiaries as of the Restatement Effective Date. Except as set forth on Schedule 4.03, as of the
date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Loan Party is a party
requiring, and there is no membership interest or other Equity Interests of any Loan Party outstanding which upon conversion,
exchange or exercise would require, the issuance by any Loan Party of any additional membership interests or other Equity Interests
of any Loan Party or other Securities convertible into or exchangeable or exercisable for or evidencing the right to subscribe
for or purchase, a membership interest or other Equity Interests of any Loan Party, and no securities or obligations evidencing
any such rights are authorized, issued or outstanding.


Section 4.04          [Reserved].



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Section 4.05          No
Conflict. The execution, delivery and performance by the Loan Parties of the Loan Documents to which they are parties and
the consummation of the transactions contemplated by the Loan Documents at such Restatement Effective Date do not and shall not
(a) violate (i) any provision of any law, statute, ordinance, rule, regulation, or code applicable to any Loan Party, (ii) any
of the Organizational Documents of any Loan Party or (iii) any order, judgment, injunction or decree of any court or other agency
of government binding on any Loan Party; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time
or both) a default under any Contractual Obligation of any Loan Party except to the extent such conflict, breach or default would
not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien
upon any of the properties or assets of any Loan Party (other than any Liens created under any of the Loan Documents in favor
of the Collateral Agent on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners or
any approval or consent of any Person under any Contractual Obligation of any Loan Party, except for such approvals or consents
which have been obtained on or before the Restatement Effective Date and except for any such approvals or consents the failure
of which to obtain shall not have a Material Adverse Effect.


Section 4.06          Governmental
Consents. The execution, delivery and performance by the Loan Parties of the Loan Documents to which they are parties and
the consummation of the transactions contemplated by the Loan Documents do not and shall not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any Governmental Authority except as otherwise set forth in the
Loan Documents and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the
Collateral Agent for filing and/or recordation, as of the Restatement Effective Date. Parent and each of its Subsidiaries has
all consents, permits, approvals and licenses of each Governmental Authority necessary in connection with the operation and performance
of its Core Business Activities, including, without limitation, all necessary approvals to act as a servicer, except in each case
as would not reasonably be expected to result in a Material Adverse Effect.


Section 4.07          Binding
Obligation. Each Loan Document has been duly executed and delivered by each Loan Party that is a party to such Loan Document
and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability
relating to or limiting creditors’ rights or by equitable principles relating to enforceability.


Section 4.08          Financial
Statements. The Historical Financial Statements delivered to the Administrative Agent and the Arrangers fairly present in
all material respects on a Consolidated basis the assets, liabilities and financial position of Parent as at the dates of such
Historical Financial Statements, and the results of the operations and changes of financial position for the periods then ended
(other than customary year-end adjustments for unaudited financial statements). All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all Material Indebtedness
and other material liabilities, direct or contingent, of the Borrower as of the date thereof, including material liabilities for
taxes and material commitments, in each case, to the extent required to be disclosed under GAAP.


Section 4.09          No
Material Adverse Change. Since December 31, 2015, there has been no event or circumstance, either individually or in the aggregate,
that has had or would reasonably be expected to have a Material Adverse Effect.


Section 4.10          Tax
Returns and Payments. Each of Parent and each of its Subsidiaries has duly and timely filed or caused to be duly and timely
filed all federal, state, local and other Tax returns required by applicable law to be filed, and has timely paid all federal,
state, local and other Taxes, assessments and governmental charges or levies upon it or its property, income, profits and assets
which are due and payable (including in its capacity as a withholding agent), whether or not shown on a Tax return, except for
(i) those that are being diligently contested in good faith by appropriate proceedings and for which Parent or the relevant Subsidiary
shall have set aside on its books adequate reserves in accordance with GAAP and (ii) filings, Taxes and charges as to which the
failure to make or pay would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.



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Section 4.11          Environmental
Matters. None of the Loan Parties nor any of their respective Facilities or operations are subject to any outstanding written
order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any
Hazardous Materials activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
None of the Loan Parties has received any letter or request for information under Section 104 of the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law. To each Loan Party’s knowledge,
there are and have been no conditions, occurrences, or Hazardous Materials activities which would reasonably be expected to form
the basis of an Environmental Claim against any Loan Party that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect. None of the Loan Parties nor, to any Loan Party’s knowledge, any predecessor of any Loan
Party has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility,
and none of the Loan Parties’ operations involves the generation, transportation, treatment, storage or disposal of hazardous
waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent. Compliance with all current or reasonably foreseeable
future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect. To each Loan Party’s knowledge, no event or condition has occurred or is occurring with respect
to any Loan Party relating to any Environmental Law, any Release of Hazardous Materials or any Hazardous Materials activity which
individually or in the aggregate has had, or would reasonably be expected to have, a Material Adverse Effect. No Lien imposed
pursuant to any Environmental Law has attached to any Collateral and, to the knowledge of each Loan Party, no conditions exist
that would reasonably be expected to result in the imposition of such a Lien on any Collateral.


Section 4.12          Governmental
Regulation. Neither Parent nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness
or which may otherwise render all or any portion of the Obligations unenforceable. None of the Loan Parties is a “registered
investment company” or a company “controlled” by a “registered investment company” or a “principal
underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of
1940.


Section 4.13          [Reserved].


Section 4.14          Employee
Matters. None of the Loan Parties is engaged in any unfair labor practice that would reasonably be expected to have a Material
Adverse Effect. There is (a) no unfair labor practice complaint pending against Parent or any of its Subsidiaries, or to the best
knowledge of Parent, threatened against any of them before the National Labor Relations Board and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement that is so pending against Parent or any of its Subsidiaries
or, to the best knowledge of Parent and the Borrower, threatened against any of them, (b) no strike or work stoppage in existence
or, to the best knowledge of Parent and the Borrower, threatened involving Parent or any of its Subsidiaries and (c) to the best
knowledge of Parent and the Borrower, no union representation question existing with respect to the employees of Parent or any
of its Subsidiaries and, to the best knowledge of Parent, no union organization activity that is taking place, except (with respect
to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely
to have a Material Adverse Effect.



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Section 4.15          ERISA.


(i)           Except
as could not reasonably be expected to result in a Material Adverse Effect, each Employee Benefit Plan is in material compliance
with all applicable provisions of ERISA and the regulations and published interpretations thereunder except for any required amendments
for which the remedial amendment period as defined in Section 401(b) or other applicable provision of the Internal Revenue Code
has not yet expired and except where a failure to so comply would not reasonably be expected to have a Material Adverse Effect;


(ii)          As
of the Restatement Effective Date, except as would not reasonably be expected to result in a Material Adverse Effect, no Pension
Plan has been terminated, nor is any Pension Plan in “at-risk” status pursuant to Section 303 of ERISA, nor has any
funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan sponsored by Parent,
nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any
Pension Plan sponsored by Parent; and


(iii)          Except
where the failure of any of the following representations to be correct in all material respects would not reasonably be expected
to have a Material Adverse Effect, neither Parent nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction
described in Section 406 of the ERISA or Section 4975 of the Internal Revenue Code, (B) incurred any liability to the
PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid,
(C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required payment under
Section 412 of the Internal Revenue Code.


Section 4.16          Margin
Stock. None of the Loan Parties owns any Margin Stock.


Section 4.17          [Reserved].


Section 4.18          Solvency.
(a) As of the Restatement Effective Date, Parent, the Borrower and their Subsidiaries on a consolidated basis are Solvent and
(b) after the Restatement Effective Date, upon the incurrence of any Obligation by any Loan Party on any date on which this representation
and warranty is made, after giving effect to the consummation of any related transactions, Parent, the Borrower and their Subsidiaries
on a consolidated basis shall be, Solvent.


Section 4.19          Disclosure.
The representations and warranties of the Loan Parties contained in any Loan Document and in the other documents, certificates
or written statements furnished to any Agent or Lender by or on behalf of Parent or any of its Subsidiaries and for use in connection
with the transactions contemplated hereby, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact (known to any Loan Party, in the case of any document not furnished by any of them) necessary in order to
make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information prepared by Parent or the Borrower and provided to the Lenders are based upon
good faith estimates and assumptions believed by Parent and the Borrower to be reasonable at the time made, it being recognized
by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ from the projected results and such differences may be material. There are
no facts known to any Loan Party (other than matters of a general economic nature) that, individually or in the aggregate, as
of the Restatement Effective Date, would reasonably be expected to result in a Material Adverse Effect and that have not been
disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.



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Section 4.20          PATRIOT
Act; Anti-Corruption. To the extent applicable, each Loan Party is in compliance, in all material respects, with (i) the Trading
with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31
C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the
PATRIOT Act. No part of the proceeds of the Loans shall be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in
an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.


Section 4.21          Security
Documents. The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof.
In the case of the Pledged Equity (as defined in the Security Agreement), when certificates representing such Pledged Equity are
delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement in which a security
interest may be perfected by filing a financing statement under the UCC or filings with the United States Patent and Trademark
Office and United States Copyright Office, when financing statements and other filings to be specified on the relevant schedule(s)
to the Security Agreement in appropriate form are filed in the offices to be specified on such schedule(s), the Security Agreement
shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right
to any other Person (except, in the case of Collateral other than Pledged Equity, any Permitted Liens). With respect to the UCC
financing statements set forth under the heading “Other Filings” on Schedule 6.02, no Indebtedness or
any other obligations of Parent or any of its Subsidiaries are secured by such UCC financing statements.


Section 4.22          Adverse
Proceedings; Compliance with Law. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably
be expected to have a Material Adverse Effect. None of the Loan Parties (a) is in violation of any applicable laws that, individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (b) is subject to or in default with respect
to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.


Section 4.23          Properties.
Each of Parent and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights
in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal property),
all of their respective properties and assets reflected in their respective financial statements referred to in Section 4.08,
in each case except for assets disposed of since the date of such financial statements in the ordinary course of business. Except
as permitted by this Agreement, all such properties and assets are free and clear of Liens.



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Section 4.24          Servicing
Advances; Specified Deferred Servicing Fees; Specified MSRs.


(a)          With
respect to Servicing Advances and Unencumbered Servicing Advances set forth on Schedule 1.01(e)(B), (i) the Residual Interests
(other than reserve accounts) held by any Loan Party in any related Servicing Advance Facility are not subject to any Lien other
than the Lien securing the Obligations, (ii) Parent, the Borrower, any Subsidiary Guarantor or any Subsidiary of Parent or the
Borrower that is a Securitization Entity has valid title to all such Servicing Advances (including Unencumbered Servicing Advances),
(iii) such Unencumbered Servicing Advances are subject to a valid and perfected First Priority Lien in favor of the Collateral
Agent for the benefit of the Secured Parties and (iv) all such Servicing Advances (including Unencumbered Servicing Advances)
are not subject to any Liens other than the Lien referred to in clause (a)(iii) above and the Liens securing the relevant Servicing
Advance Facility. Notwithstanding anything herein to the contrary, any Servicing Advances (including any Unencumbered Servicing
Advances) that do not meet the requirements set forth in the preceding sentence, whether or not the related Servicing Agreements
are included in Schedule 1.01(e)(A) or the Servicing Advances are set forth on Schedule 1.01(e)(B), shall not be
used in the calculation of the First Lien LTV Ratio or Total Secured LTV Ratio.


(b)          With
respect to Specified Deferred Servicing Fees, (i) Schedule 1.01(e)(B) sets forth the aggregate amount of Specified Deferred
Servicing Fees which have been earned and are due and payable to Parent and its Subsidiaries in connection with the related Servicing
Agreements set forth on Schedule 1.01(e)(A), (ii) Parent, the Borrower or any Subsidiary Guarantor has valid title to such
Specified Deferred Servicing Fees, (iii) such Specified Deferred Servicing Fees are subject to a valid and perfected First Priority
Lien in favor of the Collateral Agent for the benefit of the Secured Parties and (iv) such Specified Deferred Servicing Fees are
not subject to any Lien other than the Lien referred to in clause (b)(iii) above. Notwithstanding anything herein to the contrary,
any Specified Deferred Servicing Fees that do not meet the requirements set forth in the preceding sentence, whether or not included
in Schedule 1.01(e)(B), shall not be used in the calculation of the First Lien LTV Ratio or Total Secured LTV Ratio except
to the extent they are pledged pursuant to a Servicing Advance Facility that satisfies the applicable requirements set forth in
clause (i) of Section 4.24(a).


(c)          With
respect to the Specified MSRs, (i) Parent, the Borrower or any Subsidiary Guarantor has valid title to such Specified MSRs, (ii)
such Specified MSRs are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit
of the Secured Parties and (iii) such Specified MSRs are not subject to any Lien other than the Lien referred to in clause (c)(ii)
above. Notwithstanding anything herein to the contrary, the value of any MSRs that do not meet the requirements set forth in the
preceding sentence, whether or not included in Schedule 1.01(e)(A) or Schedule 1.01(e)(B), shall not be used in
the calculation of the First Lien LTV Ratio or Total Secured LTV Ratio except to the extent provided in clause (i) of the definition
of Specified MSR Value.


ARTICLE
V



AFFIRMATIVE COVENANTS


Each
Loan Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other
than (x) obligations under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations not yet due
and payable), each Loan Party shall, and shall cause each of its Subsidiaries to:


Section 5.01          Financial
Statements and Other Reports. In the case of Parent, deliver to the Administrative Agent (which shall furnish to each Lender):


(a)          Monthly
Reports. As soon as available, and in any event within thirty (30) days after the end of each month ending after the Restatement
Effective Date (other than any month that is the last month of a Fiscal Quarter or Fiscal Year), commencing with the first full
month to occur after the Restatement Effective Date, the Consolidated balance sheet of Parent and its Subsidiaries as at the end
of such month and the related Consolidated statements of income of Parent and its Subsidiaries for such month and for the period
from the beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Projections
for the current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer
Certification;



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(b)          Quarterly
Financial Statements. As soon as available, and in any event no later than five (5) days after the date on which Parent is
required, under the Exchange Act, to file its Quarterly Report on Form 10-Q with the SEC, commencing with the Fiscal Quarter in
which the Restatement Effective Date occurs (other than any Fiscal Quarter that is the last Fiscal Quarter of a Fiscal Year),
the Consolidated balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Quarter and the related Consolidated
statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries for such Fiscal Quarter and for
the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures
from the Projections for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and
a Narrative Report with respect thereto;


(c)          Annual
Financial Statements. As soon as available, and in any event no later than five (5) days after the date on which Parent is
required, under the Exchange Act, to file its Annual Report on Form 10-K with the SEC, commencing with the Fiscal Year in which
the Restatement Effective Date occurs, (i) the Consolidated balance sheets of Parent and its Subsidiaries as at the end of such
Fiscal Year and the related Consolidated statements of income, stockholders’ equity and cash flows of Parent and its Subsidiaries
for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and
the corresponding figures from the Projections for the Fiscal Year covered by such financial statements, in reasonable detail,
together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such Consolidated
financial statements a report thereon of Deloitte LLP or other independent certified public accountants of recognized national
standing selected by Parent (which report and/or the accompanying financial statements shall be unqualified as to going concern
and scope of audit (other than a going concern qualification resulting from an upcoming maturity date under any Indebtedness occurring
within one year from the time such opinion is delivered), and shall state that such Consolidated financial statements fairly present,
in all material respects, the Consolidated financial position of Parent and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent
with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in
connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards);


(d)          Projections.
As soon as possible, and in any event no later than fourteen (14) days following the delivery of the annual financial statements
delivered pursuant to Section 5.01(c), a detailed consolidated budget for the following Fiscal Year shown on a quarterly basis
(including a projected consolidated balance sheet of Parent and its Subsidiaries as of the end of the following Fiscal Year, the
related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description
of the underlying assumptions applicable thereto and projected covenant compliance levels) (collectively, the “Projections”),
which Projections shall in each case be accompanied by a certificate of an Authorized Officer of Parent stating that such Projections
are based on reasonable estimates, information and assumptions at the time prepared;



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(e)          Compliance
Certificate. Together with each delivery of financial statements and Projections of Parent and its Subsidiaries pursuant to
Sections 5.01(b) and 5.01(c), a duly executed and completed Compliance Certificate;


(f)           [Reserved].


(g)          [Reserved].


(h)          Notice
of Default. Promptly upon any officer of any Loan Party obtaining knowledge (i) of any condition or event that constitutes
a Default or an Event of Default or that notice has been given to any Loan Party with respect thereto; (ii) of any condition or
event that constitutes a “Default” or “Event of Default” under any Material Indebtedness or that notice
has been given to any party thereunder with respect thereto; (iii) that any Person has given any notice to any Loan Party or any
of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.01; or (iv) of the
occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect,
a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying
the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event
or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;


(i)          Notice
of Litigation. Promptly upon any officer of any Loan Party obtaining knowledge of (i) any Adverse Proceeding not previously
disclosed in writing by the Borrower to the Lenders or (ii) any development in any Adverse Proceeding that, in the case of either
clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin
or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated
hereby, or the exercise of rights or performance of obligations under any Loan Document, a written notice thereof together with
such other information as may be reasonably available to the Borrower to enable the Lenders and their counsel to evaluate such
matters;


(j)          ERISA.
Promptly upon any officer of any Loan Party becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event which
could reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, and copies
of such documentation related thereto as may be reasonably available to the Borrower or any of its Wholly-Owned Subsidiaries to
enable the Lenders and their counsel to evaluate such matter;


(k)          Electronic
Delivery. Documents required to be delivered pursuant to Sections 5.01(b) or (c) (to the extent any such documents are included
in materials otherwise filed with the SEC) and notices and documents required to be delivered pursuant to Sections 5.01(h), (i),
(q) and (r)(A) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which
(i) Parent posts such documents or notices (which may be press releases), or provides a link thereto, on the Parent’s website
on the Internet at the website address listed on Schedule 10.01(a); or (ii) such documents or notices (which may be press
releases) are posted on Parent’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial or third-party website); provided that the Borrower shall notify the Administrative
Agent and each Lender (by telecopier or electronic mail (including automatically generated emails from the Parent’s website))
of the posting of any such documents and shall deliver paper copies of such documents to the Administrative Agent or any Lender
that requests such paper copies;



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(l)          Information
Regarding Collateral. The Borrower shall furnish to the Collateral Agent ten (10) Business Days prior written notice of any
change (A) in any Loan Party’s corporate name, (B) in any Loan Party’s identity or corporate structure or (C) in any
Loan Party’s jurisdiction of organization, in each case, together with supporting documentation as reasonably requested
by the Administrative Agent. Parent and the Borrower agree not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at
all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in
the Security Documents;


(m)          Collateral
Verification. (i) Each quarter, (x) at the time of delivery of quarterly financial statements with respect to the preceding
Fiscal Quarter pursuant to Section 5.01(b) or (c), or (y) to the extent there are any changes thereto (A) at the time of the consummation
of an Asset Sale pursuant to Section 6.08 and (B) at the time of any other sale or transfer permitted by this Agreement or at
the time of the delivery of any Counterpart Agreement adding a Subsidiary Guarantor hereunder and a Grantor under the Security
Agreement or any other Security Documents, the Borrower shall deliver to the Administrative Agent and the Collateral Agent a certificate
of its Authorized Officer that (I) attaches an updated version of Schedule 1.01(e)(A) and Schedule 1.01(e)(B) as
of the preceding Fiscal Quarter or date of such consummation and (II) certifies that the representations and warranties set forth
in Section 4.24 are true and correct on and as of the date of such certification and (ii) with the consent of the Administrative
Agent not to be unreasonably withheld the Borrower may, but shall not be obligated to, deliver to the Administrative Agent and
the Collateral Agent updated versions of Schedule 1.01(e)(A) and Schedule 1.01(e)(B) on a more frequent basis if
it chooses to do so;


(n)          Management
Letters. Promptly after the receipt thereof by Parent or any of its Subsidiaries, a copy of any “management letter”
received by any such Person from its certified public accountants and the management’s response thereto;


(o)          Certification
of Public Information. The Loan Parties and each Lender acknowledge that certain of the Lenders may be “public-side”
Lenders (Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities)
(“Public Lenders”) and, if documents or notices required to be delivered pursuant to this Section 5.01
or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform
(the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall
not be posted on that portion of the Platform designated for such public-side Lenders. The Borrower agrees to clearly designate
all information provided to the Administrative Agent by or on behalf of the Loan Parties which is suitable to make available to
Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains
Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of
the Platform designated for Lenders who wish to receive material non-public information with respect to the Loan Parties and their
respective securities;



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(p)          Contractual
Obligations. Promptly upon any officer of any Loan Party obtaining knowledge of any condition or event that constitutes a
default or an event of default under any Contractual Obligation arising from agreements relating to Indebtedness or Servicing
Agreements, or that notice has been given to any Loan Party with respect thereto, a certificate of an Authorized Officer specifying
the nature and period of existence of such condition or event and the nature of such claimed default or event of default, and
what action the Borrower has taken, is taking and proposes to take with respect thereto, provided that no such certificate
shall be required with respect to any such default or event of default to the extent that such default or event of default would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;


(q)          Credit
Ratings. Prompt written notice of any change in Parent’s corporate rating by S&P, in Parent or the Borrower’s
corporate family rating by Moody’s or in the ratings of the Term Loans by either S&P or Moody’s, or any notice
from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch”
or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to
cease, rating Parent or the Borrower; and


(r)          Other
Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by the Loan Parties to their respective security holders acting in such capacity,
(ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Loan Party with any
securities exchange or with the SEC and (iii) all press releases and other statements made available generally by any Loan Party
to the public concerning material developments in the business of any Loan Party and (B) such other information and data with
respect to the operations, business affairs and financial condition of Parent, the Borrower and their respective Subsidiaries
as from time to time may be reasonably requested by the Administrative Agent or any Lender.


Section 5.02          Existence.
Except as otherwise permitted under Section 6.08, at all times preserve and keep in full force and effect its existence and all
rights and franchises, licenses and permits material to its business; provided that no Loan Party (other than Parent and
the Borrower with respect to existence) or any of its Subsidiaries shall be required to preserve any such existence, right or
franchise, licenses and permits if such Person’s board of directors (or similar governing body) shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Person and that the loss thereof would not
be materially adverse to such Person or to Lenders.


Section 5.03          Payment
of Taxes and Claims. Pay all federal and other material Taxes imposed upon it or any of its properties or assets or in respect
of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for
labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided
that no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with
GAAP shall have been made therefor and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral,
such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.
No Loan Party shall, nor shall it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income
tax return with any Person (other than the Parent and its Subsidiaries).


Section 5.04          [Reserved].



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Section 5.05          Insurance.
In the case of Parent, maintain or cause to be maintained, with financially sound and reputable insurers, such public liability
insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the Loan Parties as may customarily be carried or maintained
under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving
effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as are customary
for such Persons. Parent shall use its commercially reasonable efforts to ensure that all such insurance (i) provides no cancellation,
material reduction in amount or material change in coverage thereof shall be effective until at least 30 day after receipt by
the Collateral Agent of written notice thereof and (ii) names the Collateral Agent as additional insured on behalf of the Secured
Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable.


Section 5.06          Books
and Records; Inspections. Maintain proper books of record and accounts in which full, true and correct entries in conformity
in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities.
Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of any Loan Party and any of its Subsidiaries, to inspect, copy and take extracts from
its and their financial and accounting records and to discuss its and their affairs, finances and accounts with its and their
officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested. No more than one such inspection shall be made in any Fiscal Year at the Borrower’s
expense; provided that if an Event of Default exists, there shall be no limit on the number of such inspections that may
occur, and such inspections, copying and auditing shall be at the Borrower’s sole cost and expense.


Section 5.07          Conference
Calls. In the case of Parent and the Borrowers, upon the request of the Administrative Agent or the Required Lenders, participate
in a conference call of the Administrative Agent and the Lenders once during each Fiscal Year at such time as may be agreed to
by the Borrowers and the Administrative Agent.


Section 5.08          Compliance
with Laws. Comply, and cause all other Persons, if any, on or occupying any Facilities to comply, with the requirements of
all Contractual Obligations arising from Servicing Agreements and all applicable laws, rules, regulations and orders of any Governmental
Authority, noncompliance with which would reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


Section 5.09          Environmental.
Promptly take any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Loan Party or its
Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) make
an appropriate response to any Environmental Claim against such Loan Party or any of its Subsidiaries and discharge any obligations
it may have to any Person thereunder where failure to do so would reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.



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Section 5.10          Subsidiaries.


(a)          In
the event that any Person becomes a Material Subsidiary of Parent or the Borrower (other than an Excluded Subsidiary or a Securitization
Entity) after the date hereof, (i) promptly cause such Material Subsidiary to become a Subsidiary Guarantor hereunder and, if
any assets of such Person shall become Collateral, a Grantor under the Security Agreement by executing and delivering to the Administrative
Agent and the Collateral Agent a Counterpart Agreement, and (ii) take all such actions and execute and deliver, or cause to be
executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections
3.01(b), (f) and (g). In the event that the Borrower wishes to designate any Designated Subsidiary as a Subsidiary Guarantor it
shall, on the date of such designation, deliver to the Administrative Agent and Collateral Agent (i) a Counterpart Agreement with
such changes as maybe requested by or acceptable to the Administrative Agent, (ii) a Pledge Supplement to the Security Agreement
or such other agreements, documents and instruments as the Administrative Agent may reasonably request in order to grant and perfect
a First Priority Lien in favor of the Collateral Agent in substantially all assets of such Designated Subsidiary, and (iii) all
such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), (f) and (g) or
equivalent in any applicable foreign jurisdiction, including a customary opinion of counsel from the jurisdiction of organization
of such Designated Subsidiary, in each case, in form and substance reasonably acceptable to the Administrative Agent.


(b)          With
respect to any Excluded Subsidiary or any Securitization Entity which, in each case, represents (i) 5% or more of Parent’s
Consolidated total assets or (ii) 5 % or more of Parent’s Consolidated total revenues, in each case as determined at the
end of the most recent fiscal quarter of Parent’s based on the financial statements of Parent’s delivered pursuant
to Sections 5.01(b) and (c), the applicable Loan Party shall promptly execute and deliver all such documents, instruments,
agreements, and certificates as are similar to those described in Section 3.01(b) (which shall include, in the case of pledges
of Equity Interests issued by Foreign Subsidiaries, to the extent reasonably requested by the Collateral Agent, execution and
delivery of a pledge agreement in respect of such Equity Interests under the laws of the jurisdiction on which such Subsidiary
is organized), and Parent, the Borrower or the applicable Loan Party shall take all of the actions referred to in Section 3.01(f)
necessary to grant and to perfect a First Priority Lien in favor of the Collateral Agent, for the benefit of the Secured Parties,
under the Security Agreement in the Equity Interests of such new Subsidiary that is owned by Parent, the Borrower or any of their
respective Subsidiaries (provided that in no event shall (i) more than 65.0% of the voting Equity Interests of any Excluded
Subsidiary directly held by a Domestic Subsidiary be required to be so pledged, (ii) any equity of any subsidiary owned by any
Excluded Subsidiary be required to be so pledged and (iii) any equity of a Securitization Entity that cannot be pledged as a result
of restrictions in its or its parent’s Organizational Documents or documents governing its Indebtedness be required to be
so pledged).


(c)          With
respect to each new Subsidiary, Parent or the Borrower shall, at the time of delivery of quarterly financial statements with respect
to the preceding Fiscal Quarter pursuant to Section 5.01(b) or (c), send to the Collateral Agent written notice setting forth
with respect to such Person (i) the date on which such Person became a Subsidiary of Parent or the Borrower and (ii) all of the
data related to such Subsidiary required to be set forth in Schedules 4.01 and 4.03; and such written notice
shall be deemed to supplement Schedules 4.01 and 4.03 for all purposes hereof.


Section 5.11          Further
Assurances. At any time or from time to time upon the request of the Administrative Agent, at the expense of the Loan Parties,
promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent
or the Collateral Agent may reasonably request in order to effect fully the purposes of the Loan Documents or of more fully perfecting
or renewing the rights of the Administrative Agent or the Lenders with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by Parent, the
Borrower or any Subsidiary of Parent or the Borrower which may be deemed to be part of the Collateral). In furtherance and not
in limitation of the foregoing, each Loan Party shall take such actions as the Administrative Agent or the Collateral Agent may
reasonably request from time to time to ensure that the Obligations are guaranteed by the Subsidiary Guarantors and are secured
by the Collateral and all of the outstanding Equity Interests of Subsidiaries of the Loan Parties (subject to limitations contained
in the Loan Documents with respect to Foreign Subsidiaries and Securitization Entities). Upon the exercise by the Administrative
Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan
Documents which required any consent, approval, recording qualification or authorization of any Governmental Authority, Parent
or the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments
and other documents and papers that the Administrative Agent, the Collateral Agent to any such Lender may be required to obtain
from Parent or the Borrower or any of their respective Subsidiaries for such governmental consent, approval, recording, qualification
or authorization.



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Section 5.12          Maintenance
of Ratings. At all times use commercially reasonable efforts to cause the Loans and the Parent’s corporate credit to
continue to be rated by Moody’s and S&P.


Section 5.13          Post-Closing
Actions.


(a)          No
later than thirty (30) days following the Restatement Effective Date (or such later time as agreed to in writing by the Administrative
Agent in its sole discretion) to the extent not delivered on or prior to the Restatement Effective Date, the Collateral Agent
shall have received a certificate from the applicable Loan Party’s insurance broker or other evidence reasonably satisfactory
to it that all insurance required to be maintained pursuant to Section 5.05 is in full force and effect, together with endorsements
naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent
required under Section 5.05.


(b)          No
later than thirty (30) days following the Restatement Effective Date (or such later time as agreed to in writing by the Administrative
Agent in its sole discretion), the Collateral Agent shall have received the stock certificate evidencing the Equity Interests
of Liberty Home Equity Solutions, Inc. owned by the Parent accompanied by a stock power.


Section 5.14          [Reserved].


Section 5.15          Servicing
Agreements.


(a)          Comply
with, or cause any other Subsidiary of Parent acting as servicer to comply with, (i) all obligations as the servicer under each
of the Servicing Agreements and (ii) all generally accepted servicing customs and practices of the mortgage servicing industry,
in each case, except where failure to comply would not reasonably be expected to have a Material Adverse Effect.


(b)          Parent
and the Borrower shall promptly, and in no event later than five (5) days after a senior officer of the Parent or any Borrower
has knowledge thereof, notify the Administrative Agent of any servicer termination event or event of default (excluding any such
events resulting solely due to the breach of one or more collateral performance tests or the downgrade by any rating agency of
the servicer ratings of the related servicer) under any material Servicing Agreement (excluding any subservicing agreement) or
its receipt of a notice of actual termination of Parent or its Subsidiary’s right to service under any Servicing Agreement
 (excluding any subservicing agreement) which evidences an intent to transfer such servicing to a third party. For purposes
of this clause (b) “material” shall mean Servicing Agreements under which there is servicing related to loans constituting
$10,000,000,000 or more of unpaid principal balances.



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(c)          The
Borrower shall use commercially reasonable efforts to promptly deliver (or cause the relevant Subsidiary to promptly deliver)
an acknowledgment of the relevant Specified Government Entity under such Servicing Agreements in the standard form used by such
Specified Government Entity or in such other form reasonably satisfactory to the Administrative Agent and the Collateral Agent,
whereby such Specified Government Entity acknowledges the security interest of the Secured Parties in the MSRs under such Servicing
Agreements (other than Servicing Agreements with Ginnie Mae). For the avoidance of doubt, for purposes of the First Lien LTV Ratio
and Total Secured LTV Ratio, the entering into an acknowledgement agreement consistent with this Section 5.15(c) with respect
to the Specified MSR Value under the Servicing Agreements shall not in and of itself result in the Collateral Agent having a First
Priority Lien on such Specified MSRs.


ARTICLE
VI



NEGATIVE COVENANTS


Parent
and the Borrower covenant and agree that, so long as any Commitment is in effect and until payment in full of all Obligations
(other than (x) obligations under Hedge Agreements not yet due and payable and (y) contingent indemnification obligations not
yet due and payable), Parent and the Borrower shall not, nor shall either of them cause or permit any of their respective Subsidiaries
to:


Section 6.01          Indebtedness.
Directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness, except:


(a)          the
Obligations;


(b)          Indebtedness
of any Subsidiary of Parent owed to Parent or to any other Subsidiary of Parent, or of Parent to any Subsidiary of Parent; provided
that (i) except with respect to any Indebtedness among Subsidiaries that are not Loan Parties, all such Indebtedness shall
be unsecured and, to the extent such Indebtedness is owed by a Loan Party, subordinated in right of payment to the payment in
full of the Obligations pursuant to the terms of the Intercompany Note or an intercompany subordination agreement reasonably acceptable
to the Administrative Agent and (ii) any such Indebtedness that is owed by a non-Loan Party to a Loan Party is permitted as an
Investment under Section 6.06(d);


(c)          Non-Recourse
Indebtedness;


(d)          Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred
in the ordinary course of business;


(e)          Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;


(f)          guaranties
by the Borrower or a Guarantor of Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 (other than guaranties
of Non-Recourse Indebtedness and Permitted Funding Indebtedness or guarantees arising from or based on matters such as fraud,
misappropriation, breaches of representations, warranties or covenants and misapplication and customary indemnities in connection
with transactions similar to the related Indebtedness)); provided that if the Indebtedness that is being guarantied is
unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations;


(g)          Indebtedness
outstanding on the Restatement Effective Date and described in Schedule 6.01 and any Permitted Refinancing thereof;



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(h)          Indebtedness
of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching
to assets that are acquired by Parent or any of its Subsidiaries, in each case after the Restatement Effective Date as the result
of a Permitted Acquisition and any Permitted Refinancing thereof; provided that (i) such Indebtedness existed at the time
such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof,
(ii) such Indebtedness is not guaranteed in any respect by Parent or any of its Subsidiaries (other than by any such person that
so becomes a Subsidiary) and (iii) the aggregate principal amount of such Indebtedness (other than Permitted Funding Indebtedness)
outstanding at any one time does not exceed $100,000,000;


(i)          Indebtedness
of the type described in clause (xi) of the definition of “Indebtedness” incurred in the ordinary course of business
and consistent with prudent business practice to hedge or mitigate risks to which Parent or any of its Subsidiaries is exposed
in the conduct of its business or the management of its liabilities or to hedge against fluctuations in interest rates or currency;
provided that in each case such Indebtedness shall not have been entered into for speculative purposes;


(j)          other
recourse Indebtedness of Parent and its Subsidiaries including Indebtedness of Foreign Subsidiaries of Parent in an aggregate
amount not to exceed at any time $60,000,000;


(k)          Permitted
Funding Indebtedness;


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


(m)          Indebtedness
arising from customary agreements providing for indemnification, adjustment of purchase price or similar obligations, in each
case incurred or assumed in connection with the dispositions or purchase of assets permitted hereunder, provided that such
Indebtedness (other than for indemnification) shall be included in the total consideration for purposes of all determinations
relating to such disposition or purchase hereunder;


(n)          Indebtedness
of Parent or its Subsidiaries with respect to Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed
at any time $100,000,000; provided that any such Indebtedness (i) shall be secured only by the asset acquired in connection
with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75% of the aggregate consideration paid with
respect to such asset;


(o)          Junior
Indebtedness of Parent or its Subsidiaries; provided that (i) no Default or Event of Default shall exist before or after
giving effect to the incurrence of such Indebtedness, and (ii) the aggregate amount of Junior Indebtedness (other than in the
case of (x) the issuance of the Second Lien Notes on the Restatement Effective Date and (y) up to $150,000,000 Junior Indebtedness
in the form of unsecured Indebtedness), shall not exceed an amount that would cause the Total Secured LTV Ratio to exceed 75%
on a pro forma basis after giving effect to such Junior Indebtedness; provided that any Junior Indebtedness (other than
any such Junior Indebtedness under clause (y) above) shall be deemed to be Second Lien Indebtedness for purposes of calculating
the Total Secured LTV Ratio for purposes of this clause (o)(ii); and


(p)          Indebtedness
in respect of any 6.625% Senior Notes Due 2019 of the Borrower that remain outstanding after the Exchange Offer Transactions.



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Section 6.02          Liens.
Directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts receivable) of Parent or any of its Subsidiaries, whether
now owned or hereafter acquired or licensed, or any income, profits or royalties therefrom, or file or permit the filing of, or
permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset,
income, profits or royalties under the UCC of any State or under any similar recording or notice statute, except:


(a)          Liens
in favor of the Collateral Agent for the benefit of the Secured Parties granted pursuant to any Loan Document;


(b)          Liens
for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted;


(c)          statutory
Liens of landlords, banks and securities intermediaries (and rights of set-off), of carriers, warehousemen, mechanics, repairmen,
workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal
Revenue Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that
are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in
good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required
by GAAP shall have been made for any such contested amounts;


(d)          Liens
incurred 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;


(e)          easements,
rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and
shall not interfere in any material respect with the ordinary conduct of the business of Parent or any of its Subsidiaries and
that, in the aggregate, do not materially detract from the value of the property subject thereto;


(f)           any
interest or title of a lessor or sublessor under any lease of real estate permitted hereunder and covering only the assets so
leased;


(g)          purported
Liens evidenced by the filing of precautionary UCC financing statements (i) relating solely to operating leases of personal property
entered into in the ordinary course of business or (ii) to evidence the sale of assets in the ordinary course of business;


(h)          any
zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any
real property;


(i)           Liens
outstanding on the Restatement Effective Date and described in Schedule 6.02;



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(j)           Liens
securing Indebtedness permitted by Section 6.01(h); 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;


(k)          other
Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $75,000,000 at any time outstanding;
provided that the aggregate fair market value of assets in respect of which Liens may be granted pursuant to this clause
(k) shall not exceed 150% of the aggregate amount of Indebtedness secured by such Liens;


(l)          Liens
securing Non-Recourse Indebtedness;


(m)          Liens
securing Permitted Funding Indebtedness other than Permitted Servicing Advance Facility Indebtedness so long as any such Lien
shall encumber only (i) the assets originated, acquired or funded with the proceeds of such Indebtedness and (ii) any intangible
contract rights and other documents, records and assets directly related to the assets set forth in clause (i) and any proceeds
thereof;


(n)          Liens
on Servicing Advances, any intangible contract rights and other documents, records and assets directly related to the foregoing
assets and any proceeds thereof securing deferred servicing fees, Permitted Servicing Advance Facility Indebtedness, Permitted
Securitization Indebtedness or Non-Recourse Indebtedness;


(o)          Liens
on the Equity Interests of any Subsidiary and the proceeds thereof securing Non-Recourse Indebtedness of such Subsidiary;


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


(q)          Liens
securing Indebtedness permitted pursuant to Section 6.01(n); provided that any such Lien shall encumber only the asset
acquired with the proceeds of such Indebtedness;


(r)          pledges
or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;


(s)          assignments
of past due receivables solely for the purpose of collection;


(t)          judgment
Liens so long as the related judgment does not constitute an Event of Default;


(u)          Liens
on cash and Cash Equivalents to secure obligations to Specified Government Entities;


(v)          Liens
arising from precautionary UCC financing statement filings regarding Non-Debt Transactions;


(w)          Liens
on the Collateral securing Junior Indebtedness in the form of Second Lien Indebtedness incurred pursuant to Section 6.01(o), subject
to the Junior Lien Intercreditor Agreement;



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(x)          Liens
securing Indebtedness permitted pursuant to Section 6.01(i); and


(y)          other
Liens securing obligations not exceeding $25,000,000 at any time outstanding.


(each
of (a) - (y), a “Permitted Lien”).


The
Borrower covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other
than (x) obligations under Hedge Agreements and (y) unasserted contingent indemnification obligations), the Borrower shall not,
nor shall it cause or permit any of its Subsidiaries to, directly or indirectly enter into, create, incur, assume or suffer to
exist any consensual Liens of any kind on the (i) Excluded SGE Collateral and (ii) Equity Interests of Securitization Entities
that cannot be pledged as a result of restrictions in its or its parent’s Organizational Documents or documents governing
its Indebtedness without, in each case, first granting to the Collateral Agent, for the benefit of the Secured Parties, a First
Priority Lien on such assets as security for the Obligations.


Section 6.03          No
Further Negative Pledges. Except with respect to (a) this Agreement and the other Loan Documents, (b) specific property encumbered
to secure payment of particular Indebtedness that is permitted to be incurred and secured under this Agreement or to be sold pursuant
to an executed agreement with respect to a sale of assets permitted hereunder, (c) restrictions by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the
ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens
or the property or assets subject to such leases, licenses or similar agreements, as the case may be), (d) restrictions by reason
of customary provisions restricting assignments, subservicing, subcontracting or other transfers contained in Servicing Agreements
(provided that such restrictions are limited to the individual Servicing Agreement and related agreements or the property
and/or assets subject to such agreements, as the case may be), (e) restrictions set forth in any agreement governing Junior Indebtedness
that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any
Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions
in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation
or ability to make any payments required hereunder and (f) restrictions by reason of customary provisions restricting liens, assignments,
subservicing, subcontracting or other transfers contained in agreements with any Specified Government Entity relating to the origination,
sale, securitization and servicing of mortgage loans (provided that such restrictions are limited to the individual agreement
and related agreements and/or the property or assets subject to such agreements, as the case may be), no Loan Party nor any of
its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties
or assets, whether now owned or hereafter acquired, to secure the Obligations (other than an agreement of a Securitization Entity
that prohibits such Securitization Entity from creating or assuming any Lien upon its properties or assets to secure the Obligations).


Section
6.04          Restricted
Junior Payments. Directly or indirectly through any manner or means, declare, order, pay, make or set apart, or agree to
declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that (a) any Subsidiary of Parent
may declare and pay dividends or make other distributions ratably to Parent or any Subsidiary of Parent and to each other
holder of equity therein, (b) the Borrower or Parent may purchase stock or options of the Parent or purchase, prepay, redeem
or defease any Second Lien Notes in an aggregate principal amount not to exceed $50,000,000, (c) the Parent and its
Subsidiaries may undertake and perform the Exchange Offer Transactions, (d) the Parent or its Subsidiaries may make
Restricted Junior Payments in an amount not to exceed the Available Amount and (e) the Parent and its Subsidiaries may make
any Restricted Junior Payment described in clause (iv) of the definition thereof with the Net Cash Proceeds of Junior
Indebtedness issued or incurred to make such payment; provided that in the case of clauses (d) and (e) of this Section
6.04, both immediately prior to and after giving effect thereto (i) no Default shall exist or result therefrom and (ii) the
Parent shall be in compliance with Section 6.07, on a pro forma basis after giving effect to such Restricted Junior Payment
as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to
Section 5.01(b) or (c).



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Section 6.05          Restrictions
on Subsidiary Distributions. Except as provided herein, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Parent other than a Loan Party or any Securitization
Entity to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Parent
or any other Subsidiary of Parent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent or any other Subsidiary
of Parent, (c) make loans or advances to Parent or any other Subsidiary of Parent or (d) transfer, lease or license any of its
property to Parent or any other Subsidiary of Parent other than restrictions (i) in agreements evidencing Indebtedness permitted
by Section 6.01(h) or (n) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered
into in the ordinary course of business, (iii) by reason of customary net worth provisions contained in leases and other agreements
that do not evidence Indebtedness entered into by Parent or a Subsidiary of Parent in the ordinary course of business, (iv) 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 Agreement, (v) set forth in any agreement governing Junior Indebtedness that are, taken as a whole, in the
good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Subsidiary than customary market
terms for Indebtedness of such type (and, in any event, are no more restrictive than the restrictions in this Agreement), so long
as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any
payments required hereunder or (vi) described on Schedule 6.05.


Section 6.06          Investments.
Directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except:


(a)          Investments
in Cash and Cash Equivalents;


(b)          equity
Investments owned as of the Restatement Effective Date in any Subsidiary and Investments made after the Restatement Effective
Date in Parent, the Borrower and any Subsidiary Guarantor;


(c)          Investments
(i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (ii)
deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices
of Parent and its Subsidiaries;


(d)          intercompany
loans to the extent permitted under Section 6.01(b) and other Investments in Subsidiaries of Parent which are not the Borrower
or Subsidiary Guarantors; provided that such Investments (including through intercompany loans and any Permitted Acquisition)
by a Loan Party in Subsidiaries of Parent other than the Borrower or Subsidiary Guarantors shall not exceed at any time an aggregate
amount $75,000,000 or, in the case of any Foreign Subsidiary, $37,500,000;



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(e)          (x)
Consolidated Capital Expenditures with respect to the Borrower and its Subsidiaries not in excess of (i) $50,000,000 for each
Fiscal Year plus (ii) the Available Amount that is Not Otherwise Applied; provided that the amount in clause (i) for any Fiscal
Year shall be increased by an amount equal to the excess, if any, of such amount for the immediately preceding Fiscal Year over
the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year and (y) Investments described in clause (i)
of the proviso to the definition of “Consolidated Capital Expenditures”;


(f)          loans
and advances to employees of Parent and its Subsidiaries made in the ordinary course of business in an aggregate principal amount
not to exceed $3,000,000;


(g)          Permitted
Acquisitions by Borrower or any Guarantor permitted pursuant to Section 6.08;


(h)          Investments
described in Schedule 6.06;


(i)           Hedge
Agreements which constitute Investments;


(j)           other
Investments by Parent and its Subsidiaries in an aggregate amount not to exceed the sum of (i) $20,000,000 at any time outstanding
and (ii) if, on a pro forma basis after giving effect to such Investment as of the last day of the most recently ended Fiscal
Quarter for which financial statements have been delivered pursuant to Section 5.01(b) or (c), the Parent is in compliance with
Section 6.07, the Available Amount that is Not Otherwise Applied;


(k)          Investments
by Parent or any Subsidiary of Parent in a Person, if as a result of such Investment (i) such Person becomes a Subsidiary Guarantor
that is engaged in Core Business Activities 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, Parent or a Subsidiary Guarantor;


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


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


(n)          Investments
in MSRs;


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


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



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(q)          Investments
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 Subsidiaries which is recourse to Parent, the Borrower or any Subsidiary Guarantor shall not exceed an amount
equal to 10% of Parent’s GAAP book equity as of any date of determination;


(r)          Non-cash
consideration received, to the extent permitted by the Loan Documents in connection with the sale of property permitted by this
Agreement;


(s)          Investments in securities
in an aggregate amount not exceeding $100,000,000 at any one time; and


(t)          Investments
by Parent or any of its Subsidiaries in a Subsidiary (other than the Borrower) that is not a Subsidiary Guarantor, Excluded Subsidiary
or Securitization Entity, provided that after giving pro forma effect to such Investment, Parent shall be in compliance
with Section 5.10.


Notwithstanding
the foregoing, the Exchange Offer Transactions may be consummated and in no event shall any Loan Party make any Investment which
results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.04.


Section 6.07          Financial
Covenant. In the case of Parent, permit the First Lien LTV Ratio as of the last date of any Fiscal Quarter to exceed 40%.


Section 6.08          Fundamental
Changes; Disposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise
dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed,
or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated
Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence
of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:


(a)          any Subsidiary of Parent
(other than the Borrower) may be merged with or into the Borrower or any other Subsidiary of Parent, or be liquidated, wound up
or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed
of, in one transaction or a series of transactions, to Parent, the Borrower or any Subsidiary Guarantor; provided that
in the case of any such transaction, (i) the Borrower or such Subsidiary Guarantor, as applicable shall be the continuing or surviving
Person in any such transaction involving the Borrower and (ii) subject to the preceding clause (i) a Subsidiary Guarantor shall
be the continuing or surviving Person in any such transaction involving a Subsidiary Guarantor;


(b)          any
Subsidiary of Parent (other than the Borrower) may dispose of any or all of its assets (upon voluntary liquidation or otherwise)
to Parent, the Borrower or any Subsidiary Guarantor;


(c)          sales or other dispositions
of assets that do not constitute Asset Sales;



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(d)          other Asset Sales; provided
that (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof
(determined in good faith by the board of directors of the Borrower (or similar governing body)), (2) no less than 75% of such
consideration shall be paid in Cash, and (3) the Net Cash Proceeds thereof shall be applied as required by Section 2.12(b);


(e)          disposals of obsolete, worn
out or surplus property in the ordinary course of business;


(f)           Permitted Acquisitions;


(g)          Investments made in accordance
with Section 6.06;


(h)         dispositions of Cash Equivalents
in the ordinary course of business;


(i)          sales of whole loans for
cash;


(j)          [reserved]; and


(k)          Asset
Sales set forth on Schedule 6.08.


Upon
the request of the Borrower, the Administrative Agent or Collateral Agent, as applicable, shall promptly execute and deliver to
the Borrower any and all documents or instruments necessary to release any Lien encumbering any items of Collateral that are subject
to a conveyance, sale, lease, exchange, transfer or other disposition pursuant to this Section 6.08 or otherwise permitted pursuant
to this Agreement.


Section 6.09          Disposal
of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Material Subsidiaries
in compliance with the provisions of Section 6.08, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose
of any Equity Interests of any of its Material Subsidiaries, except to qualified directors if required by applicable law, or to
a Borrower or a Guarantor; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber
or dispose of any Equity Interests of any of its Material Subsidiaries, except to another Loan Party (subject to the restrictions
on such disposition otherwise imposed hereunder) or to qualify directors if required by applicable law.


Section 6.10          Sales
and Lease-Backs. Directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect
to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party
(a) has sold or transferred or is to sell or to transfer to any other Person (other than Parent or any of its Subsidiaries), (b)
intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such
Loan Party to any Person (other than Parent or any of its Subsidiaries) in connection with such lease or (c) is to be sold or
transferred by such Loan Party to such Person or to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of such Loan Party, other than transactions where any related sale of assets
is permitted under Section 6.08, any related Indebtedness is permitted to be incurred under Section 6.01 and any Lien in connection
therewith is permitted to be granted under Section 6.02.



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Section 6.11          Transactions
with Shareholders and Affiliates. Directly or indirectly, enter into or permit to exist any transaction (including the purchase,
sale, lease or exchange of any property, the rendering of any service or the payment of any management, advisory or similar fees)
with any Affiliate of Parent on terms that are less favorable to Parent or that Subsidiary, as the case may be, than those that
might be obtained in a comparable arm’s length transaction at the time from a Person that is not an Affiliate; provided
that the foregoing restriction shall not apply to (a) any transaction otherwise permitted by this Article VI between Parent
and any one or more Subsidiaries of Parent or among Subsidiaries of Parent; (b) reasonable and customary fees paid to members
of the board of directors (or similar governing body) of Parent and its Subsidiaries; (c) compensation arrangements for officers
and other employees of Parent and its Subsidiaries entered into in the ordinary course of business; (d) transactions described
in Schedule 6.11; and (e) Restricted Junior Payments permitted by Section 6.04.


Section 6.12          Conduct
of Business. None of Parent or any of its Subsidiaries shall engage in any material line of business substantially different
from the Core Business Activities.


Section 6.13          Modifications
of Junior Indebtedness. Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver
or other change to, any of the terms of any Junior Indebtedness in such a manner that would cause the terms of such Junior Indebtedness
from satisfying the requirements of clauses (i) through (vi) of the definition of “Junior Indebtedness.”


Section 6.14          Amendments
or Waivers of Organizational Documents. Agree to any material amendment, restatement, supplement or other modification to,
or waiver of, any of the Organizational Documents of Parent, the Borrower or any Subsidiary Guarantor after the Restatement Effective
Date that would materially adversely impact the Lenders without in each case obtaining the prior written consent of the Required
Lenders to such amendment, restatement, supplement or other modification or waiver.


Section 6.15          Fiscal
Year. Change its Fiscal Year-end from December 31 or change its method of determining Fiscal Quarters.


ARTICLE
VII



GUARANTY


Section 7.01          Guaranty
of the Obligations. Subject to the provisions of Section 7.02, Parent and the Subsidiary Guarantors jointly and severally
hereby irrevocably and unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries the due
and punctual payment in full of all Obligations, excluding, with respect to any Guarantor at any time, Excluded Swap Obligations
with respect to such Guarantor at such time, when the same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including 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)) (collectively, the “Guaranteed
Obligations”).


Section 7.02          Contribution
by Subsidiary Guarantors. All Subsidiary Guarantors desire to allocate among themselves (collectively, the “Contributing
Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event
any payment or distribution is made on any date by a Subsidiary Guarantor (a “Funding Guarantor”) under this
Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to
a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s
Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect
to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty
in respect of the Guaranteed Obligations. “Fair Share Contribution Amount” means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under
this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance
under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided that
solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor
for purposes of this Section 7.02, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to
subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered
as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing
Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made
on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.02),
minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the
other Contributing Guarantors as contributions under this Section 7.02. The amounts payable as contributions hereunder shall be
determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation
among Contributing Guarantors of their obligations as set forth in this Section 7.02 shall not be construed in any way to limit
the liability of any Contributing Guarantor hereunder. Each Subsidiary Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 7.02.



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Section 7.03          Payment
by Guarantors. Subject to Section 7.02, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and
not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof,
that upon the failure of the Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including 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)),
Guarantors shall upon demand pay, or cause to be paid, in Cash, to the Administrative Agent for the ratable benefit of Beneficiaries,
an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid
interest on such Guaranteed Obligations (including interest which, but for the Borrower’s becoming the subject of a case
under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower
for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.


Section 7.04          Liability
of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other
than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof,
each Guarantor agrees as follows:


(a)          this
Guaranty is a guaranty of payment when due and not of collectability;


(b)          the
Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any
dispute between the Borrower and any Beneficiary with respect to the existence of such Event of Default;


(c)          the
obligations of each Guarantor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor
(including any other Guarantor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against the Borrower or any of such other guarantors and whether or
not the Borrower is joined in any such action or actions;



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(d)          payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality
of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant
to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant
to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to
the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect
of the Guaranteed Obligations;


(e)          any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer
of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations
and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof,
or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary
in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such
sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Guarantor against the Borrower or any security for the Guaranteed Obligations; and (vi) exercise
any other rights available to it under the Loan Documents or any Hedge Agreements; and


(f)          this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order
of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Loan Documents or any Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed
Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or
provisions (including provisions relating to events of default) hereof, any of the other Loan Documents, any of the Hedge Agreements
or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations,
in each case whether or not in accordance with the terms hereof or such Loan Document, such Hedge Agreement or any agreement relating
to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found
to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than
payments received pursuant to the other Loan Documents or any of the Hedge Agreements or from the proceeds of any security for
the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed
Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected
to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization
or termination of the corporate structure or existence of Parent, Borrower or any of their Subsidiaries and to any corresponding
restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any
collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Borrower may
allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach
of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or
thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.



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Section 7.05          Waivers
by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as
a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any
other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the
Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account
or credit on the books of any Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the
power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability
or other defense of the Borrower or any other Guarantor including any defense based on or arising out of the lack of validity
or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation
of the liability of the Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations;
(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors
or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles
or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable
discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s
liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness,
diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property
subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action
or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related
thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices
of any extension of credit to the Borrower and notices of any of the matters referred to in Section 7.04 and any right to
consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability
of or exonerate guarantors or sureties, or which may conflict with the terms hereof.



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Section 7.06          Guarantors’
Rights of Subrogation, Contribution, Etc. 


(a)          Subject
to the waiver described in clause (b) below, to the extent the Guarantors do not otherwise possess a right of subrogation against
the Borrower at equity, by statute, under common law or otherwise, the Guarantors and the Borrower agree that, for valid consideration
given, the Guarantors shall have such a right of subrogation.


(b)          Until
the Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor hereby waives any claim, right or remedy,
direct or indirect, that such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its
assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether
such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (i) any
right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against the Borrower
with respect to the Guaranteed Obligations, (ii) any right to enforce, or to participate in, any claim, right or remedy that any
Beneficiary now has or may hereafter have against the Borrower, and (iii) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been
indefeasibly paid in full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against
any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as
contemplated by Section 7.02. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise
of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent
jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor
may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against
any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to all
right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have
against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly
paid in full, such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be
paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations,
whether matured or unmatured, in accordance with the terms hereof.


Section 7.07          Subordination
of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee
Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected
or received by the Obligee Guarantor after an Event of Default has occurred and is Continuing shall be held in trust for the Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries
to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability
of the Obligee Guarantor under any other provision hereof.


Section 7.08          Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall
have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving
rise to any Guaranteed Obligations.


Section 7.09          Authority
of Guarantors or the Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor
or the Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.



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Section 7.10          Financial
Condition of the Borrower. Any Loan may be made to the Borrower or continued from time to time, and any Hedge Agreements may
be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial
or other condition of the Borrower at the time of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or
any Guarantor’s assessment, of the financial condition of the Borrower. Each Guarantor has adequate means to obtain information
from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations
under the Loan Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed
of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.
Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating
to the business, operations or conditions of the Borrower now known or hereafter known by any Beneficiary.


Section 7.11          Bankruptcy,
Etc. 


(a)          So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative
Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against the Borrower or any other Guarantor. The obligations of Guarantors
hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary
or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Borrower
or any other Guarantor or by any defense which the Borrower or any other Guarantor may have by reason of the order, decree or
decision of any court or administrative body resulting from any such proceeding.


(b)          Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases
to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on
such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of the Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed
by the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower
of any portion of such Guaranteed Obligations. The Guarantors shall permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or similar Person to pay the Administrative Agent, or allow the claim of the Administrative
Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.


(c)          In
the event that all or any portion of the Guaranteed Obligations are paid by the Borrower, the obligations of the Guarantors hereunder
shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of
such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes
hereunder.


Section 7.12          Discharge
of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Subsidiary Guarantor or any of its successors in
interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms
and conditions hereof, the Guaranty of such Subsidiary Guarantor or such successor in interest, as the case may be, hereunder
shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as
of the time of such sale or other disposition.



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Section 7.13          Keepwell.
Each Qualified ECP Loan Party, jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide
such funds or other support as may be needed from time to time by any other Loan Party hereunder to honor all of such Loan Party’s
obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only
be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations
under this Section 7.13, or otherwise under this Agreement, voidable under applicable law, including applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party
under this Section 7.13 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable
under this Agreement shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified
ECP Loan Party intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


ARTICLE
VIII



EVENTS OF DEFAULT


Section 8.01          Events
of Default. If any one or more of the following conditions or events occur:


(a)          Failure
to Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest
on any Loan or any fee or any other amount due hereunder within five (5) days after the date due; or


(b)          Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Loan Party
in any Loan Document or in any statement or certificate at any time given by any Loan Party or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or
deemed made; or


(c)          Breach
of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in Section 2.03,
Sections 5.01(b), 5.01(c), 5.01(e) and 5.01(h), Section 5.02 (with respect to the existence of the Loan Parties) or Article VI;
or


(d)          Other Defaults Under Loan
Documents. Any Loan Party shall default in the performance of or compliance with (A) Sections 5.01(a) or (d), and such default
shall not have been remedied or waived within five (5) days after the due date, or (B) any term contained herein or any of the
other Loan Documents, other than any such term referred to in any other Section of this Section 8.01, and such default shall
not have been remedied or waived within thirty (30) days after the earlier of (i) an officer of such Loan Party becoming aware
of such default or (ii) receipt by the Borrower of notice from the Administrative Agent or any Lender of such default; or



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(e)          Default
in Other Agreements. (i) Failure of any Loan Party or any of their respective Subsidiaries to pay when due any principal of
or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness
(other than Indebtedness referred to in Section 8.01(a)) in an individual principal amount (or Net Mark-to-Market Exposure) of
$20,000,000 or more or with an aggregate principal amount (or Net Mark-to-Market Exposure) of $20,000,000 or more, in each case
beyond the grace period, if any, provided therefor; or (ii) breach or default by any Loan Party with respect to any other material
term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net Mark-to-Market Exposure)
referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause,
or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness
to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be; provided, however, that, no Event of Default shall occur under this clause (e) as
a result of any such failure to pay, breach or default with respect to any such Indebtedness described in this clause (e), if
such failure to pay, breach or default, as applicable, shall have been cured or waived by the holder or holders of such Indebtedness
(or a trustee on behalf of such holder or holders); or


(f)           [Reserved].


(g)          [Reserved].


(h)          Involuntary Bankruptcy;
Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of
Parent, Borrower or any Material Subsidiary in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be
granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Parent, Borrower or
any Material Subsidiary under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter
in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, conservator, custodian or other officer having similar powers over Parent, Borrower or any Material Subsidiary,
or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment
of an interim receiver, trustee, conservator or other custodian of Parent, Borrower or any of their respective Subsidiaries for
all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against
any substantial part of the property of Parent, Borrower or any Material Subsidiary, and any such event described in this clause
(ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or


(i)          Voluntary Bankruptcy;
Appointment of Receiver, Etc. (i) Parent, Borrower or any Material Subsidiary shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee, conservator or other custodian for all or a substantial part of its property; or Parent, Borrower
or any Material Subsidiary shall make any assignment for the benefit of creditors; or (ii) Parent, Borrower or any Material Subsidiary
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due;
or the board of directors (or similar governing body) of Parent, Borrower or any of their respective Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section
8.01(h); or



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(j)          Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case
an amount in excess of $20,000,000 or (ii) in the aggregate at any time an amount in excess of $20,000,000 (in either case to
the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage)
shall be entered or filed against Parent, Borrower or any Material Subsidiary or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or


(k)          Employee
Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably
be expected to result in a Material Adverse Effect on Parent or the Borrower during the term hereof; or


(l)           Change
of Control. A Change of Control occurs; or


(m)          Guaranties,
Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance
with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall
be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material
portion Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document,
in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its
control or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing
that it has any further liability under any Loan Document to which it is a party or shall contest the validity or perfection of
any Lien in any Collateral purported to be covered by the Security Documents;


THEN,
(1) upon the occurrence of any Event of Default described in Section 8.01(h) or 8.01(i), automatically, and (2) upon the occurrence
of any other Event of Default, at the request of (or with the consent of) the Required Lenders, upon notice to the Borrower by
the Administrative Agent, (A) each of the following shall immediately become due and payable, in each case without presentment,
demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid
principal amount of and accrued interest on the Loans, and (II) all other Obligations; and (B) the Administrative Agent may cause
the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents.



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ARTICLE
IX



AGENTS


Section 9.01          Appointment
of Agents. Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan
Documents and each Lender hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent in accordance
with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions
contained herein and the other Loan Documents, as applicable. The provisions of this Article IX are solely for the benefit
of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In
performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall
not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Parent or any of its Subsidiaries.
Each of the Administrative Agent and the Collateral Agent, without consent of or notice to any party hereto, may assign any and
all of its rights or obligations hereunder to any of its Affiliates. As of the Restatement Effective Date, the Arrangers and Syndication
Agent, in their respective capacities, shall have no duties, responsibilities or obligations hereunder but shall be entitled to
all benefits of this Article IX.


Section 9.02          Powers
and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such
Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall
have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein
or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent
any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.


Section 9.03          General
Immunity.


(a)          No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or any other Loan Document, the perfection or priority of any Lien,
or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements
or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any
Agent to Lenders or by or on behalf of any Loan Party or to any Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment
of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the
terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds
of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect
to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans or the component amounts thereof.


(b)          Exculpatory
Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such
Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent
jurisdiction. Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to such Agent by Parent, the Borrower or a Lender. No Agent shall, except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose,
any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any
power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions
in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section
10.05) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent
shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice
to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person
or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be
attorneys for Parent and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender
shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining
from acting hereunder or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such
other Lenders as may be required to give such instructions under Section 10.05).



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(c)          Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement
or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory, indemnification and other provisions of this Section 9.03 and of Section 9.06 shall apply to any
the Affiliates of the Administrative Agent and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities of the Administrative Agent and the Syndication Agent. All of
the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.03 and of Section
9.06 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities
as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect
to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement
with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall
have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights,
benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder
of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and
(iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person
and no Loan Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise,
against such sub-agent.


Section 9.04          Agents
Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation
in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it
were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from,
lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with
the Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other
consideration from Parent and the Borrower for services in connection herewith and otherwise without having to account for the
same to Lenders.



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Section
9.05          Lenders’ Representations, Warranties and Acknowledgment.


(a)          Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Parent
and its Subsidiaries in connection with Loans hereunder and that it has made and shall continue to make its own appraisal of the
creditworthiness of Parent and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter,
and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to
Lenders.


(b)          Each
Lender, by delivering its signature page to this Agreement or an Assignment Agreement or a Joinder Agreement and funding its Loan,
on the Restatement Effective Date or the Increased Amount Date, as applicable, shall be deemed to have acknowledged receipt of,
and consented to and approved, each Loan Document and each other document required to be approved by any Agent, the Required Lenders
or Lenders, as applicable on the Restatement Effective Date or the Increased Amount Date, as applicable.


Section 9.06          Indemnity.
Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall
not have been reimbursed by any Loan Party (and without limiting its obligation to do so), for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements)
or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising
its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity
as such Agent in any way relating to or arising out of this Agreement or the other Loan Documents; provided that no Lender
shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final,
non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in
the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall
this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof.



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Section 9.07          Successor
Administrative Agent and Collateral Agent.


(a)          The
Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and the Borrower.
The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the
Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative
Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by
the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation,
if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders
shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint a successor Administrative Agent.
If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders
shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent; provided that until a successor Administrative Agent is so appointed by the Required Lenders or the Administrative
Agent, the Administrative Agent, by notice to the Borrower and the Required Lenders, may retain its role as the Collateral Agent
under any Security Document. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor
Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records
and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative
Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor
Administrative Agent of the security interests created under the Security Documents, whereupon such retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Barclays or its successor
as the Administrative Agent pursuant to this Section shall also constitute the resignation of Barclays or its successor as the
Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions
of this Section 9.07 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative
Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment,
become the successor Collateral Agent for all purposes hereunder. If Barclays or its successor as the Administrative Agent pursuant
to this Section has resigned as the Administrative Agent but retained its role as the Collateral Agent and no successor Collateral
Agent has become the Collateral Agent pursuant to the immediately preceding sentence, Barclays or its successor may resign as
the Collateral Agent upon notice to the Borrower and the Required Lenders at any time.


(b)          In
addition to the foregoing, the Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice
thereof to Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution as the Collateral
Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent’s
resignation shall become effective on the earlier of (i) the acceptance of such successor Collateral Agent by the Borrower and
the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, the Required
Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor Collateral
Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that successor
Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement and the Security Documents, and the retiring Collateral Agent under this Agreement shall
promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or
under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance
of the duties of the successor Collateral Agent under this Agreement and the Security Documents, and (ii) execute and deliver
to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the
security interests created under the Security Documents, whereupon such retiring Collateral Agent shall be discharged from its
duties and obligations under this Agreement and the Security Documents. After any retiring Collateral Agent’s resignation
hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to
any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent
hereunder.



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Section 9.08          Security
Documents and Guaranty.


(a)          Agents
under Security Documents and Guaranty. Each Secured Party hereby further authorizes the Administrative Agent or the Collateral
Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties
with respect to the Guaranty, the Collateral and the Security Documents; provided that neither the Administrative Agent
nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation
whatsoever to any holder of Obligations with respect to any Hedge Agreement. Without further written consent or authorization
from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable may execute any documents or instruments
necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering
any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such
other Lenders as may be required to give such consent under Section 10.05) have otherwise consented or (ii) release any Subsidiary
Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which the Required Lenders (or such other Lenders as may
be required to give such consent under Section 10.05) have otherwise consented.


(b)          Right
to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary notwithstanding,
the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall
have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that
all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties
in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by
the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public
or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such
Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree
in writing) 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 public sale, to use and apply any of the Obligations as a credit on account of the
purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.



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(c)          Rights
under Hedge Agreements. No Hedge Agreement shall create (or be deemed to create) in favor of any Lender Counterparty that
is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Subsidiary
Guarantor under the Loan Documents except as expressly provided in Section 10.05(c) of this Agreement and under any applicable
provisions of the Security Agreement. By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to
have appointed the Collateral Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the
limitations set forth in this clause (c).


(d)          Release
of Collateral and Guarantees, Termination of Loan Documents. Notwithstanding anything to the contrary contained herein or
any other Loan Document, when all Obligations (other than (x) obligations in respect of any Hedge Agreement and (y) unasserted
contingent indemnity obligations) have been paid in full and all Commitments have terminated or expired or been cancelled, upon
request of the Borrower, each of the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent
of, any Lender or any Lender Counterparty) take such actions as shall be necessary or advisable to release its security interest
in all Collateral, and to release all guarantee obligations provided for in any Loan Document, whether or not on the date of such
release there may be outstanding obligations in respect of Hedge Agreements. Any such release of guarantee obligations shall be
deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment
in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Parent, the Borrower or any Subsidiary Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Parent, the Borrower or any
Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. In addition,
the Agents and the Lenders hereby agree that in connection with (i) any Asset Sale or other sale or transfer permitted by this
Agreement or any other Loan Document or (ii) any Collateral becoming an Excluded Asset (as defined in the Security Agreement),
any Lien on any assets transferred as part of or in connection with any such Asset Sale, other sale or transfer or on such Excluded
Assets, as the case may be, and granted to or held by the Collateral Agent under any Loan Document shall be automatically released
at the time of consummation of such Asset Sale, other sale or transfer or upon such asset becoming an Excluded Asset.


Section 9.09          Withholding
Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender
an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts
a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for
any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed
to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding
Tax ineffective), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by
the Administrative Agent as Tax or otherwise, including any penalties, additions to Tax or interest and together with all expenses
(including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly
or legally asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. The agreements in this Section 9.09 shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the
Agreement and the repayment, satisfaction or discharge of all other obligations. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document
against any amount due the Administrative Agent under this Section 9.09.


Section 9.10          Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or other applicable law
or any other judicial proceeding relative to Parent or the Borrower, the Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders and the other Secured Parties (including fees, disbursements and other expenses of counsel) allowed
in such judicial proceeding and (b) to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such judicial proceeding is hereby authorized by each Lender and other Secured Party to make such payments to the Administrative
Agent. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or other Secured Party to authorize the Administrative Agent to vote in respect of
the claim of such Person or in any such proceeding.



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ARTICLE
X



MISCELLANEOUS


Section 10.01         Notices.


(a)          Notices
Generally. Any notice or other communication herein required or permitted to be given under the Loan Documents shall be sent
to such Person’s address as set forth on Schedule 10.01(a) or in the other relevant Loan Document, and in the
case of any Lender, the address as specified on Schedule 10.01(a) or otherwise specified to the Administrative Agent
in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally
served or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three (3) Business Days
after depositing it in the United States mail with postage prepaid and properly addressed; provided that no notice to any
Agent shall be effective until received by such Agent.


(b)          Electronic
Communications.


(i)           Notices
and other communications to Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided, further, that approval of such procedures may be limited to particular
notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided
that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day for the recipient and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.


(ii)          Each
Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic
distribution.



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(iii)          The
Platform and any Approved Electronic Communications are provided “as is” and “as available.” None of the
Agents or Arrangers nor any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent
Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform
and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No
warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection
with the Platform or the Approved Electronic Communications. Each party hereto agrees that no Agent or Arranger has any responsibility
for maintaining or providing any equipment, software, services or any testing required in connection with any Approved Electronic
Communication or otherwise required for the Platform.


(iv)          Each
Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved
Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures
and policies.


(v)          All
uses of the Platform shall be governed by and subject to, in addition to this Section 10.01, separate terms and conditions posted
or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the use
of such Platform.


(vi)          Each
Loan Party, each Lender and each Agent agrees that none of the Agents nor any Agent Affiliate shall be responsible or liable to
any Loan Party or any other Person for damages arising from the use by others of any Approved Electronic Communications or any
other information or other materials obtained through the Platform, internet, electronic, telecommunications or other information
transmission systems.


Section 10.02        Expenses.
Whether or not the transactions contemplated hereby are consummated, the Borrower agrees to pay promptly (a) all the actual and
reasonable and documented out-of-pocket costs and expenses of the Agents and Arrangers (subject to clause (b) below) incurred
in connection with the negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or other
modifications thereto; (b) the reasonable and documented out-of-pocket fees, expenses and disbursements of counsel to Agents and
Arrangers (including a single firm of local counsel in each appropriate jurisdiction) in connection with the negotiation, preparation,
execution and administration of the Loan Documents, and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by the Borrower (whether or not such consent, amendment, waiver or modification or other
document becomes effective) including the reasonable fees, disbursements and other charges of counsel and charges of Intralinks
or Syndtrak; (c) all reasonable and documented out-of-pocket costs and expenses arising in connection with or relating to creating,
perfecting, recording, maintaining and preserving Liens in favor of the Collateral Agent, for the benefit of Secured Parties;
(d) all reasonable and documented out-of-pocket costs, fees, expenses and disbursements of any auditors, accountants, consultants
or appraisers; (e) all reasonable and documented out-of-pocket costs and expenses in connection with the custody or preservation
of the Collateral; (f) all other reasonable costs and expenses incurred by each Agent and Arranger in connection with the syndication
of the Loans and Commitments and the transactions contemplated by the Loan Documents and any consents, amendments, waivers or
other modifications thereto; and (g) after the occurrence of an Event of Default, all costs and expenses, including reasonable
attorneys’ fees and costs of settlement, incurred by any Agent, Arranger and the Lenders in enforcing any Obligations of
or in collecting any payments due from any Loan Party hereunder or under the Loan Documents by reason of such Event of Default
(including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral
or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided
hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings; provided
that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel for Agents
and one outside counsel for the Lenders (in addition to any local counsel) for all Persons seeking reimbursement under this Section
10.02.



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Section 10.03        Indemnity.


(a)          In
addition to the payment of expenses pursuant to Section 10.02, whether or not the transactions contemplated hereby are consummated,
each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold harmless,
each Agent and Lender and the Arrangers and the officers, partners, members, directors, trustees, shareholders, advisors, employees,
representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each Agent and Lender and the Arrangers,
as well as the respective heirs, successors and assigns of the foregoing (each, an “Indemnitee”), from and
against any and all Indemnified Liabilities; provided that no Loan Party shall have any obligation to any Indemnitee hereunder
with respect to any Indemnified Liabilities (i) to the extent such Indemnified Liabilities resulted from the gross negligence,
bad faith or willful misconduct of that Indemnitee, in each case, as determined by a final, non-appealable judgment of a court
of competent jurisdiction, (ii) arising from the material breach by such Indemnitee or any related indemnified Person of its obligations
under this Agreement or any other Loan Document as determined by a final, non-appealable judgment of a court of competent jurisdiction
or (iii) arising any investigation, litigation or proceeding that does not involve an act or omission of Indemnitee or any of
its Subsidiaries and that is brought by an Indemnitee against any other Indemnitee, other than claims against any Agent or Arranger
(or an Affiliate thereof) in its capacity or carrying out its duties as an agent or arranger with respect to the Loans. To the
extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.03 may be unenforceable
in whole or in part because they are violative of any law or public policy, the applicable Loan Party shall contribute the maximum
portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them. This Section 10.03 shall not apply with respect to any Taxes, other than Taxes arising
from a non-Tax claim.


(b)          To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against each
Agent and Lender and the Arrangers and their respective Affiliates, officers, partners, members, directors, trustees, shareholders,
advisors, employees, representatives, attorneys, controlling persons, agents and sub-agents on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based
on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of or in
any way related to this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred
to herein or therein, the transactions contemplated hereby or thereby, the transmission of information through the Internet, any
Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party
hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor. Without in any way limiting the indemnification obligations of the Loan Parties under
this Section 10.03, the Loan Parties will not be liable to any Indemnitee or any other Person for any indirect, consequential
or punitive damages that may be alleged as a result of any Loan Document or any element of the transactions contemplated hereunder.


Section 10.04        Set-Off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon
the occurrence and during the continuance of any Event of Default each Lender is hereby authorized by each Loan Party at any time
or from time to time subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned
or delayed), and upon notice to the Borrower and the Administrative Agent, to set off and to appropriate and to apply any and
all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but
not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the
account of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender hereunder
and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto or with
any other Loan Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal
of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Article II
or Article VIII and although such obligations and liabilities, or any of them, may be contingent or unmatured. Each Lender
agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that
the failure to give such notice shall not affect the validity of such setoff and application.



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Section 10.05        Amendments
and Waivers.


(a)          Required
Lenders’ Consent. Subject to the additional requirements of Sections 10.05(b) and 10.05(c), no amendment, modification,
termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall in
any event be effective without the written concurrence of the Required Lenders; provided that the Administrative Agent
may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any other Loan Document to cure any
ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement is not objected to in writing
by the Required Lenders to the Administrative Agent within five Business Days following receipt of notice thereof.


(b)          Affected
Lenders’ Consent. Without the written consent of each Lender that would be directly adversely affected thereby, no amendment,
modification, termination, or consent shall be effective if the effect thereof would:


(i)          extend
the scheduled final maturity of any Loan or Note or principal amount outstanding, or waive, forgive, reduce or postpone any scheduled
repayment (but not prepayment) of principal;


(ii)         reduce
the rate of interest on any Loan or any fee or any premium payable hereunder; provided that only the consent of the Required
Lenders shall be necessary to amend the Default Rate in Section 2.07 or to waive any obligation of the Borrower to pay interest
at the Default Rate;


(iii)        waive
or extend the time for payment of any such interest, fees or premiums;


(iv)        reduce
the principal amount of any Loan;


(v)         amend,
modify, terminate or waive any provision of Section 2.15, this Section 10.05(b), Section 10.05(c), any provision of the Security
Agreement therein specified to be subject to this Section 10.05(b) or any other provision of this Agreement that expressly provides
that the consent of all Lenders is required;


(vi)        amend
the definition of “Required Lenders” or amend Section 10.05(a) in a manner that has the same effect as an amendment
to such definition or the definition of “Pro Rata Share”; provided that with the consent of the Required Lenders,
additional extensions of credit pursuant hereto may be included in the determination of the “Required Lenders” or
“Pro Rata Share” on substantially the same basis as the Commitments and the Loans are included on the Restatement
Effective Date; provided, further, that the consent of the Required Lenders shall not be required in connection
with any incurrence of Term Loans added pursuant to Section 2.22;



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(vii)       release
all or substantially all of the Collateral or all or substantially all of the Subsidiary Guarantors from the Guaranty except as
expressly provided in the Loan Documents; or


(viii)      consent
to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document except as expressly
provided in any Loan Document;


provided
that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described
in clauses (v), (vi), (vii) and (viii).


(c)          Other
Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure
by any Loan Party therefrom, shall:


(i)          alter
the required application of any repayments or prepayments as between Classes pursuant to Section 2.13 without the consent of Lenders
holding more than 50% of the aggregate Restatement Effective Date Term Loan Exposure of all Lenders or New Term Loan Exposure
of all Lenders, as applicable, of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided
that the Required Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of
any portion of such prepayment which is still required to be made is not altered;


(ii)         amend,
modify or waive this Agreement or the Security Agreement so as to alter the ratable treatment of Obligations arising under the
Loan Documents and Obligations arising under Hedge Agreements or the definition of “Lender Counterparty,” “Hedge
Agreement,” “Obligations,” or “Secured Obligations” (as defined in any applicable Security Document)
in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any
such Lender Counterparty; or


(iii)        amend,
modify, terminate or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as
the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.


(d)          Execution
of Amendments, Etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which it was given. No notice to or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 10.05 shall be binding upon each Lender at the time outstanding,
each future Lender and, if signed by a Loan Party, on such Loan Party.


(e)          New
Term Loans. Notwithstanding anything to the contrary herein or in any other Loan Document, this Agreement and the other Loan
Documents may be amended with the written consent of only the Administrative Agent and the Borrower to the extent necessary in
order to evidence and implement any incurrence of Term Loans pursuant to Section 2.22.



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Section 10.06        Successors
and Assigns; Participations.


(a)          Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. Except as expressly permitted pursuant to Section 6.08 of this
Agreement, no Loan Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any
Loan Party without the prior written consent of all Lenders (and any purported assignment or delegation without such consent shall
be null and void) and of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


(b)          Right
to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that
pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights
and obligations under and in respect of any applicable Loan and any related Commitments):


(i)          to
any Person other than Excluded Institutions meeting the criteria of clause (i) of the definition of the term of “Eligible
Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and


(ii)         to
any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible
Assignee” upon giving of notice to the Borrower and the Administrative Agent and, so long as no Event of Default has then
occurred and is Continuing, with the prior written consent of the Borrower (not to be unreasonably withheld); provided that
each such assignment pursuant to this Section 10.06(b)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such
lesser amount as may be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Restatement Effective
Date Term Loan or the or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Loans; provided,
further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance
with such minimum assignment amounts;


it
being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such
Lender the identity of each Excluded Institution.


Notwithstanding
anything in this Section 10.06 to the contrary, if the Borrower has not given the Administrative Agent written notice of its objection
to such assignment within five (5) Business Days after written notice to the Borrower, the Borrower shall be deemed to have consented
to such assignment.


(c)          Assignment
Agreements. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In
connection with all assignments there shall be delivered to the Administrative Agent such forms, certificates or other evidence,
if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may
be required to deliver pursuant to Section 2.18(c), together with payment to the Administrative Agent of a registration and processing
fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or
to Barclays or any Affiliate thereof or (z) in the case of an Eligible Assignee which is already a Lender or is an Affiliate or
Related Fund of a Lender or a Person under common management with a Lender).


(d)          Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments
and Loans, as the case may be, represents and warrants as of the Restatement Effective Date or as of the Assignment Effective
Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or
loans such as the applicable Commitments or Loans, as the case may be; and (iii) it shall make or invest in, as the case may be,
its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or
Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that,
subject to the provisions of this Section 10.06, the disposition of such Commitments or Loans or any interests therein shall at
all times remain within its exclusive control).



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(e)          Effect
of Assignment. Subject to the terms and conditions of this Section 10.06, as of the Assignment Effective Date (i) the assignee
thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans
and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes
hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to
the assignee, relinquish its rights (other than any rights which survive the termination hereof, including under Section 10.07)
and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an
assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective
Date; provided that anything contained in any of the Loan Documents to the contrary notwithstanding, such assigning Lender
shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising
out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect
any Commitment of such assignee; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning
Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes
to the Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by
the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect
the new outstanding Loans of the assignee and/or the assigning Lender.


(f)           Participations.


(i)           Each
Lender shall have the right at any time to sell one or more participations to any Person (other than the Borrower, any of its
Subsidiaries or any of its Affiliates and other than any Excluded Institution) in all or any part of its Commitments, Loans or
in any other Obligation.


(ii)          The
holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except
with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Note in
which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except
in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that
a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is
not increased as a result thereof), (B) consent to the assignment or transfer by any Loan Party of any of its rights and obligations
under this Agreement, (C) amend the definition of “Required Lenders” (or amend Section 10.05(a) in a manner that has
the same effect as an amendment to such definition) or the definition of “Pro Rata Share” or (D) release all or substantially
all of the Subsidiary Guarantors or all or substantially all of the Collateral under the Security Documents (except as expressly
provided in the Loan Documents) supporting the Loans hereunder in which such participant is participating.



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(iii)         The
Borrower agrees that each participant shall be entitled to the benefits of Sections 2.16(c), 2.17 and 2.18 (subject to the limitations
and requirements of such Sections, including Section 2.18(c); provided that any documentation required under Section 2.18(c) shall
be provided solely to the Lender that sold the participation) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to clause (c) of this Section; provided that a participant shall not be entitled to receive any
greater payment under Section 2.17 or 2.18 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such participant, except to the extent such entitlement to a greater payment results from a Change in Law
occurring after the participant became a participant; provided, further, that nothing herein shall require any notice
to the Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant
also shall be entitled to the benefits of Section 10.04 as though it were a Lender; provided that such participant agrees
to be subject to Section 2.15 as though it were a Lender. Each Lender that sells a participating interest in its Commitments,
Loans or in any other Obligation to a participant, shall, as non-fiduciary agent of the Borrower solely for the purposes of this
Section 10.06(f), maintain a register (a “Participant Register”) containing the name and principal and interest
amounts of the participating interest of each participant entitled to receive payments in respect of such participating interests;
provided, however, that a Lender shall have no obligation to show its Participant Register to any Loan Party except
to the extent required to demonstrate to the Internal Revenue Service in connection with a tax audit that the Loans are in “registered
form” for U.S. federal income tax purposes. The entries in a Participant Register shall be conclusive, absent manifest error,
and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary.


(g)          Certain
Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section
10.06 and subject to the limitations set forth in Section 10.06(b)(ii), respectively, any Lender may assign and/or pledge (without
the consent of the Borrower or the Administrative Agent) all or any portion of its Loans, the other Obligations owed by or to
such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security
pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank or any
central bank having jurisdiction over such Lender; provided that no Lender, as between the Borrower and such Lender, shall
be relieved of any of its obligations hereunder as a result of any such assignment and pledge; provided, further,
that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or
be entitled to require the assigning Lender to take or omit to take any action hereunder.


(h)          Register.
The Borrower, the Administrative Agent and Lenders shall treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all purposes hereof (notwithstanding notice to the contrary),
absent manifest error, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and
until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer
thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such
assignment, in each case, as provided in Section 10.06(c). Each assignment shall be recorded in the Register on the Business Day
the fully executed Assignment Agreement is received by the Administrative Agent, if received by 12:00 p.m. (New York City
time), and on the following Business Day if received after such time, prompt notice thereof shall be provided to the Borrower
and a copy of such Assignment Agreement shall be maintained, as applicable; provided that failure to record any assignment
in the Register shall not affect the rights of the Lenders. The date of such recordation of a transfer shall be referred to herein
as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making
such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or Loans.



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Section 10.07        Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Loan. Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Loan Party set forth in Sections 2.16(c), 2.17, 2.18, 10.02, 10.03 and 10.04 and the agreements of Lenders
set forth in Sections 2.15, 9.03(b) and 9.06 shall survive the payment of the Loans, and the termination hereof.


Section 10.08        No
Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Loan 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. The rights, powers and remedies given to each Agent
and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing
by virtue of any statute or rule of law or in any of the other Loan Documents or any of the Hedge Agreements. Any forbearance
or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power
or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.


Section 10.09        Marshalling;
Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan
Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a
payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent, on behalf of Lenders), or any Agent
or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be automatically reinstated and continued
in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.


Section 10.10        Severability.
In case any provision in or obligation hereunder or under any other Loan Document 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.


Section 10.11        Obligations
Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan
Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and, subject to Section 9.08(b), each Lender shall be entitled to protect and enforce its rights
arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for
such purpose.


Section 10.12        Headings.
Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other
purpose or be given any substantive effect.



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Section 10.13        APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE
OF CONFLICTS OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.


Section 10.14        CONSENT
TO JURISDICTION. The Borrower AND EACH GUARANTOR irrevocably and unconditionally agrees
that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in
contract or tort or otherwise, against any Agent, any Lender or any Affiliate of any of the foregoing, in any way relating to
this Agreement or any other Loan Document or the transactions relating hereto or thereto, in a forum other than the courts of
the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction
of such courts and subject to clause (E) of the final sentence of this Section 10.14, agrees that all claims in respect of any
such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted
by applicable Law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by Law (WITHOUT DEROGATING FROM ANY PARTY’S RIGHT TO APPEAL ANY SUCH JUDGMENT). Nothing in this Agreement or in any other
Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.
BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH LOAN PARTY, 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 DOCUMENT 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 LOAN PARTY AT ITS ADDRESS PROVIDED
IN ACCORDANCE WITH SECTION 10.01; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE AGENTS AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY 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.



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Section 10.15        Confidentiality.
Each Agent and each Lender shall hold all non-public information regarding Parent and its Subsidiaries and their businesses identified
as such by Parent and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent’s
and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed
by Parent and the Borrower that, in any event, the Administrative Agent may disclose such information to the Lenders and each
Agent and each Lender may make (i) disclosures of such information to Affiliates or Related Funds of such Lender or Agent and
to their respective agents and advisors (and to other Persons authorized by a Lender or Agent to organize, present or disseminate
such information in connection with disclosures otherwise made in accordance with this Section 10.15), (ii) disclosures of such
information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated
assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties
(or the professional advisors thereto) to any swap or derivative transaction relating to Parent or the Borrower and their obligations;
provided that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound
by either the provisions of this Section 10.15 or other provisions at least as restrictive as this Section 10.15, (iii) disclosure
to any rating agency when required by it; provided that, prior to any disclosure, such rating agency has undertaken in
writing to preserve the confidentiality of any confidential information relating to the Loan Parties received by it from any Agent
or any Lender, (iv) disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document, (v)
disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or
judicial process or by any regulatory authority having or claiming authority over any Lender, (vi) disclosures to its employees,
directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates and (vii) disclosures
requested or required to be made in connection with any litigation or similar proceeding; provided that unless prohibited
by applicable law or court order, each Lender and each Agent shall make reasonable efforts to notify the Borrower of any request
by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial
condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information
prior to disclosure of such information. In addition, each Agent and each Lender may disclose the existence of this Agreement
and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service
providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan
Documents.


Section 10.16        Usury
Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the
Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law, shall
not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement
at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest
Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder
if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made
hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than
the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had
at all times been in effect, then to the extent permitted by law, the Borrower shall pay to the Administrative Agent an amount
equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest
Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and the Borrower to
conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration
which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded
to the Borrower.



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Section 10.17        Counterparts.
This Agreement may be executed in any number of 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. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or other electronic transmission will be effective as delivery of a manually
executed counterpart thereof.


Section 10.18        Effectiveness;
Entire Agreement; No Third Party Beneficiaries. This Agreement shall become effective upon the execution of a counterpart
hereof by each of the parties hereto and receipt by the Borrower and the Administrative Agent of written notification of such
execution and authorization of delivery thereof. This Agreement and the other Loan Documents represent the entire agreement of
Parent, the Borrower and their Subsidiaries, the Agents, the Arrangers and the Lenders with respect to the subject matter hereof
and thereof, and there are no promises, undertakings, representations or warranties by any Agent or Lender or the Arrangers relative
to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents. Nothing
in this Agreement or in the other Loan Documents, express or implied, is intended to confer upon any Person (other than the parties
hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby,
the Indemnitees) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.


Section 10.19        PATRIOT
Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party
that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that shall allow such
Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the PATRIOT Act.


Section 10.20        Electronic
Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like
import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.


Section 10.21        No
Fiduciary Duty. Each Agent, the Arrangers, each Lender and their Affiliates (collectively, solely for purposes of this section,
the “Lenders”) may have economic interests that conflict with those of Parent and the Borrower. Parent and
the Borrower agree that nothing in the Loan Documents or otherwise shall be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between the Lenders and either of Parent or the Borrower, its stockholders or
its affiliates. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents are arm’s-length
commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, (ii) in connection therewith and
with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary
of the Borrower, its management, stockholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary
responsibility in favor of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective
of whether any Lender or any of its affiliates has advised or is currently advising the Borrower on other matters) or any other
obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (iv) the Borrower has consulted
its own legal and financial advisors to the extent it deemed appropriate. The Borrower further acknowledges and agrees that it
is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The
Borrower agrees that it shall not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary
or similar duty to the Borrower, in connection with such transaction or the process leading thereto, and agrees to waive any claims
for breach of any alleged fiduciary duty by any Lender.



    	-108-



    	 



    




Section 10.22        WAIVER
OF JURY TRIAL. 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 LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER 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 10.22 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 LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


Section 10.23        Amendment
and Restatement; No Novation.


(a)          This
Agreement constitutes an amendment and restatement of the Existing Term Loan effective from and after the Restatement Effective
Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing
to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing
prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the
Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described
herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall
be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action
by any Person.



    	-109-



    	 



    




(b)          In
connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness
of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the
other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and
in the Security Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor
with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and
effect according to its terms, (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or collaterally
assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are
not released or reduced, and continue to secure full payment and performance of the Obligations and (v) each of the Administrative
Agent and Collateral Agent are authorized to enter into any Junior Lien Intercreditor Agreement.


Section 10.24        Acknowledgement
and Consent to Bail-In of EEA Financial Institutions.


Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


(i)            a
reduction in full or in part or cancellation of any such liability;


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


[Remainder
of page intentionally left blank]




    	-110-



    	 



    

IN
WITNESS WHEREOF, the parties hereto 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
    FINANCIAL CORPORATION
	 	 
	 	By:	/s/
    Michael R. Bourque, Jr.
	 	 	Name: Michael R. Bourque, Jr. 
	 	 	Title: Chief
    Financial Officer
	 	 	 
	 	OCWEN
    LOAN SERVICING, LLC
	 	 
	 	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/
                                         Mark L. Freeman
	 	 	Name: Mark L. Freeman
	 	 	Title: Treasurer
	 	 	 
	 	HOMEWARD
    RESIDENTIAL, INC.
	 	 
	 	By:	/s/
                                         Mark L. Freeman
	 	 	Name: Mark L. Freeman
	 	 	Title: Treasurer
	 	 	 
	 	AUTOMOTIVE
    CAPITAL SERVICES, INC.
	 	 
	 	By:	/s/ Thomas F. Gilman
	 	 	Name: Thomas
    F. Gilman
	 	 	Title: President
	 	 	 
	 	BARCLAYS
    BANK PLC,
	 	as
    Administrative Agent, Collateral Agent and a Lender
	 	 
	 	By:	/s/ Jeremy Hazan
	 	 	Name: Jeremy
    Hazan
	 	 	Title:
    Managing Director




    	



    	 



    


 



SCHEDULE
1.01(a)

TO THE SENIOR SECURED TERM LOAN CREDIT AGREEMENT

Restatement Effective Date Term Commitments


	Lender	Restatement
    Effective Date Term Commitment	Pro
    Rata Share


 




    	 



    	 



    

SCHEDULE 1.01(b)

TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT


Securitization
Entities


 


Ocwen Advance Facility Transferor,
LLC


 


Ocwen Master Advance Receivables
Trust


 


Ocwen Freddie Advance Depositor
LLC


 


Ocwen Freddie Advance Funding
LLC


Ocwen Servicer Advance Facility
Transferor III, LLC


 


Ocwen Servicer Advance Receivables
Trust III




    	 



    	 



    

SCHEDULE 1.01(c)


Principal
Office


 


Barclays Bank PLC


745 Seventh Avenue

New York, New York 10019 




    	 



    	 



    

SCHEDULE 1.01(d)


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Material
Subsidiaries


 


Ocwen
Mortgage Servicing, Inc.


Homeward
Residential Holdings, Inc.


Homeward
Residential, Inc.


Automotive
Capital Services, Inc. 




    	 



    	 



    



SCHEDULE 1.01(e)(A)


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Specified
Servicing Agreements


 


See attached. 




    	 



    	 



    

SCHEDULE 1.01(e)(B)


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Specified
MSRs/Deferred Servicing Fees/Unencumbered Advances


 


See attached.




    	 



    	 



    

SCHEDULE
2.09

TO THE SENIOR SECURED TERM LOAN AGREEMENT

Amortization Schedule


	Payment Date	 	Principal Amount	 
	March 31, 2017	 	$	4,187,500	 
	June 30, 2017	 	$	4,187,500	 
	September 30, 2017	 	$	4,187,500	 
	December 31, 2017	 	$	4,187,500	 
	March 31, 2018	 	$	4,187,500	 
	June 30, 2018	 	$	4,187,500	 
	September 30, 2018	 	$	4,187,500	 
	December 31, 2018	 	$	4,187,500	 
	March 31, 2019	 	$	4,187,500	 
	June 30, 2019	 	$	4,187,500	 
	September 30, 2019	 	$	4,187,500	 
	December 31, 2019	 	$	4,187,500	 
	March 31, 2020	 	$	4,187,500	 
	June 30, 2020	 	$	4,187,500	 
	September 30, 2020	 	$	4,187,500	 
	Restatement Effective Date Term Loan Maturity Date	 	 	All Outstanding Principal	 



 




    	 



    	 



    

SCHEDULE
4.01


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Organization
and Qualification


 


Automotive
Capital Services, Inc., a Delaware corporation


Homeward
Residential Holdings, Inc., a Delaware corporation 


Homeward
Residential, Inc., a Delaware corporation


Ocwen Financial
Corporation, a Florida corporation


Ocwen Loan
Servicing, LLC, a Delaware limited liability company


Ocwen
Mortgage Servicing, Inc., a United States Virgin Islands corporation 




    	 



    	 



    

 SCHEDULE
4.03


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Equity
Interests and Ownership


 


	Entity
    Name	Jurisdiction	Type
    of Entity	Percent
    Owned	Owner
    Name(s)


  




    	 



    	 



    

 SCHEDULE
6.01


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Indebtedness


 





		1.	Master
                                         Letter of Credit Agreement dated as of May 23, 2013 between Homeward Residential, Inc.
                                         and the Private Bank & Trust Company, for a letter of credit in the amount of $110,763.80



 


		2.	Master
                                         Letter of Credit Agreement dated as of July 21, 2016 between Automotive Capital Services,
                                         Inc. and the Private Bank & Trust Company, for a letter of credit in the amount of
                                         $100,000.00








    	 



    	 



    

SCHEDULE 6.02


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Liens


 


	

    Debtor	

    Jurisdiction	Secured

    Party   	

    Collateral	Original

    File Date	Original

    File Number	Amdt.

    File Date	Amdt.
    File Number


 


Other Filings:


None.




    	 



    	 



    

SCHEDULE 6.05


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Restrictions on Subsidiary Distributions


 


 


None. 




    	 



    	 



    

 SCHEDULE
6.06


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Investments


See attached. 




    	 



    	 



    

SCHEDULE 6.08


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Asset Sales


 


 


None.




    	 



    	 



    

SCHEDULE 6.11


TO SENIOR SECURED
TERM LOAN FACILITY AGREEMENT


Certain
Affiliate Transactions


  


None.




    	 



    	 



    

SCHEDULE
10.01(a)

TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT

Notice Addresses


Loan Parties:


OCWEN
FINANCIAL CORPORATION



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer

Website: http://www.ocwen.com/


 


OCWEN
LOAN SERVICING, LLC



1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer


 


OCWEN
MORTGAGE SERVICING, INC.



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer


 


HOMEWARD
RESIDENTIAL HOLDINGS, INC.



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer


 


HOMEWARD
RESIDENTIAL, INC.



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer



    	 



    	 



    




AUTOMOTIVE
CAPITAL SERVICES, INC.



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Corporate Secretary, General Counsel, Chief Financial Officer and Treasurer


 


in
each case, with a copy to:



c/o Ocwen Loan Servicing, LLC

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

Attention: Legal Department





Administrative Agent and
Collateral Agent:


BARCLAYS
BANK PLC



Bank Debt Management Group

745 Seventh Avenue

New York, New York  10019

Attention: Evan Moriarty

Telephone: (212) 526-1447





For operational notices:



Barclays Bank PLC

700 Prides Crossing

Newark, Delaware  19713

Attention: Venkat Raman

Facsimile: (972) 535-5728

Telephone: (302) 286-2383



    	



    	 



    

 



EXHIBIT
A-1 TO



CREDIT AGREEMENT


BORROWING
NOTICE


Reference
is made to the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be further
amended and restated, amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company (the “Borrower”) and a wholly-owned subsidiary of OCWEN FINANCIAL CORPORATION, a
Florida corporation (“Parent”), Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.


Pursuant
to Section 2.01 of the Credit Agreement, the Borrower desires that the Lenders make the following Loans (the “Proposed
Borrowing”) to the Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [__________
__, 20__] (the “Credit Date”):


	[Restatement
    Effective Date][New] Term Loans	 
	 	 
	o      
    Base Rate Loans:	$[__,__,__]
	 	 
	o      
    Eurodollar Rate Loans, with an initial Interest 

Period1
    of__________ month(s):	

    $[__,__,__]


 


The Borrower
requests the proceeds from the Proposed Borrowing be disbursed to the account set forth below:


Bank Name:

ABA Number:

Account Name:

Account Number:


	Date: [__________ __, 20__]	OCWEN LOAN SERVICING, LLC
	 	 
	 	By:	 
	 		Name:
 Title:   [Authorized
    Officer] 
	 	 	 



 



		1	To
                                         be one, two, three or six months (or (A) nine or twelve months if agreed to by all relevant
                                         Lenders or (B) such shorter period as agreed to by the Administrative Agent).



    	EXHIBIT A-1-1



    	 



    

EXHIBIT
A-2 TO



CREDIT AGREEMENT


CONVERSION/CONTINUATION
NOTICE


Reference
is made to the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be further
amended and restated, amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company (the “Borrower”) and a wholly-owned subsidiary of OCWEN FINANCIAL CORPORATION, a
Florida corporation (“Parent”), Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.


Pursuant
to Section 2.06 of the Credit Agreement, the Borrower desires to convert or to continue the following Loans, each such conversion
and/or continuation to be effective as of [_________ __, 20__]:


	 	1.	Loans:	 
	 	 	 	 
	 	 	$[__,__,__]	Eurodollar
    Rate Loans to be continued with Interest Period of [_____]
	 	 	 	 
	 	 	$[__,__,__]	Base
    Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [_____]
	 	 	 	 
	 	 	$[__,__,__]	Eurodollar
    Rate Loans to be converted to Base Rate Loans.


 


[The Borrower
hereby certifies that as of the date hereof, no Default or Event of Default has occurred and is continuing.]2





	Date: [__________ __, 20__]	OCWEN LOAN SERVICING, LLC
	 	 
	 	By:	 
	 		Name:
 Title:   [Authorized
Officer]
	 	 	 



 



		1	Only
                                         to be made in connection with a continuation of Eurodollar Rate Loans or a conversion
                                         of Base Rate Loans to Eurodollar Rate Loans.



    	EXHIBIT A-2-1



    	 



    

EXHIBIT
B TO



CREDIT AGREEMENT


TERM
LOAN NOTE





	$[1][__,__,__]	 	 
	[2][__, 20__]		New York, New York
	 	 	 








FOR
VALUE RECEIVED, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), promises
to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS]
($[__,__,__][1]) in the installments referred to below.


The
Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the
rates and at the times which shall be determined in accordance with the provisions of that certain Amended and Restated Senior
Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be further amended and restated, amended, supplemented
or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among the Borrower, OCWEN FINANCIAL CORPORATION, a Florida corporation (“Parent”),
certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to time, and Barclays Bank PLC,
as Administrative Agent and Collateral Agent.


The
Borrower shall make scheduled principal payments on this Note as set forth in Section 2.09 of the Credit Agreement.


This
Term Loan Note (this “Note”) is one of the “Notes” referred to in the Credit Agreement and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement
of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.


All
payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same
day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose
in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer
of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, the Borrower,
each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the
failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower
hereunder with respect to payments of principal of or interest on this Note.


This
Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, each as provided in the Credit Agreement.


THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE OF CONFLICT
OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.


 





 







		1	Lender’s
                                         Term Loan Commitment.



		2	Restatement
                                         Effective Date.



    	EXHIBIT B-1



    	 



    




Upon
the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and
unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the
effect provided in the Credit Agreement.


The
terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.


No
reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations
of the Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the
respective times, and in the currency herein prescribed.


The
Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals
and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any
demand hereunder.


[Remainder of
page intentionally left blank]




    	EXHIBIT B-2



    	 



    

IN
WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized
as of the date and at the place first written above.





	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By:	 
	 		Name:
 Title:   [Authorized
    Officer]





    	EXHIBIT B-3



    	 



    

EXHIBIT
C TO



CREDIT AGREEMENT


COMPLIANCE
CERTIFICATE


THE
UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


1.               I
am the Chief Financial Officer of Ocwen Loan Servicing, LLC, a Delaware limited liability company (the “Borrower”).


2.               I
have reviewed the terms of that certain Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December
5, 2016 (as it may be further amended and restated, amended, supplemented or otherwise modified, the “Credit Agreement”),
by and among the Borrower, Ocwen Financial Corporation, a Florida corporation (“Parent”), certain Subsidiaries
of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to time and Barclays Bank PLC, as Administrative Agent
and Collateral Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions
and condition of the Borrower and Subsidiaries of Parent and/or the Borrower during the accounting period covered by the attached
financial statements.


3.               The
examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Compliance Certificate (this “Certificate”), except as set forth in a
separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during
which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition
or event.


4.               With
respect to Servicing Advances and Unencumbered Servicing Advances set forth on Schedule 1.01(e)(B) attached hereto, (i) the
Residual Interests (other than reserve accounts) held by any Loan Party in any related Servicing Advance Facility are not subject
to any Lien other than the Lien securing the Obligations (and Liens permitted under Sections 6.02(b), (c), (e) or (h) of the Credit
Agreement) (ii) the Borrower, any Subsidiary Guarantor or any Subsidiary of Parent and/or the Borrower that is a Securitization
Entity has valid title to all such Servicing Advances (including Unencumbered Servicing Advances), (iii) such Unencumbered
Servicing Advances are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of
the Secured Parties, and (iv) all such Servicing Advances (including Unencumbered Servicing Advances) are not subject to any Liens
other than the Liens referred to in clause (iii) above and the Liens securing the relevant Servicing Advance Facility.


5.               With
respect to Specified Deferred Servicing Fees, (i) Schedule 1.01(e)(B) attached hereto sets forth the aggregate amount of
Specified Deferred Servicing Fees which have been earned and are due and payable to the Borrower and its Subsidiaries in connection
with the related Servicing Agreements set forth on Schedule 1.01(e)(A) attached hereto, (ii) the Borrower or any Subsidiary
Guarantor has valid title to such Specified Deferred Servicing Fees, (iii) such Specified Deferred Servicing Fees are subject
to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and (iv)
such Specified Deferred Servicing Fees are not subject to any Lien other than the Liens contemplated by clause (iii) above
except to the extent they are pledged pursuant to a Servicing Advance Facility that satisfies the applicable requirements set
forth in clause (i) of Section 4.24(a) of the Credit Agreement.


6.               With
respect to the Specified MSRs under the Servicing Agreements set forth on Schedule 1.01 (e)(A) attached hereto, (i) the Borrower
or any Subsidiary Guarantor has valid title to such Specified MSRs, (ii) such Specified MSRs are subject to a valid and perfected
First Priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and (iii) such Specified MSRs are
not subject to any Lien other than the Liens referred contemplated by clause (ii) above except to the extent provided in clause
(i) of the definition of Specified MSR Value.



    	EXHIBIT C-1



    	 



    




7.               The
Borrower hereby confirms the security interest granted in Section 2 of the Security Agreement and hereby grants to the Collateral
Agent, for the benefit of the Secured Parties, a security interest in all (1) Unencumbered Servicing Advances set forth on Schedule
1.01(e)(B) attached hereto, (2) Specified Deferred Servicing Fees set forth in Schedule 1.01(e)(B) attached hereto, and (3)
all Specified MSRs set forth on Schedule 1.01(e)(A) and Schedule 1.01(e)(B) attached hereto.


The
foregoing certifications, together with the computations set forth in the Annexes A through D hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered [_________ __, 20__] pursuant to Section 5.01(e)
of the Credit Agreement.





	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By:	 
	 		Name:
 Title:   Chief Financial
    Officer




    	EXHIBIT C-2



    	 



    

ANNEX A
TO



COMPLIANCE CERTIFICATE


 


FOR THE
FISCAL [QUARTER] [YEAR] ENDING [_________ __, 20 __].





	 	 	 
	1.	Consolidated Capital Expenditures:1	$[__,__,__]
	 	 	 
	2.	Consolidated Excess Cash
    Flow:  (i) - (ii) =	$[__,__,__]
	 	 	 
	 	 	(i)	(a)	Consolidated Net Income:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(b)	to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges reducing Consolidated Net Income, including for depreciation and amortization:2	



$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(c)	Consolidated Working Capital Adjustment:	$[__,__,__]
	 	 	 	 	 	 
	 	 	(ii)	(a)	(1)	scheduled and other mandatory repayments, without duplication, of Indebtedness3 for borrowed money4 and scheduled repayments of obligations under Capital Leases5:	$[__,__,__]


 


 




		1	The
                                         aggregate of all expenditures of Parent and its Subsidiaries during such period determined
                                         on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase
                                         of property and equipment” or similar items reflected in the consolidated statement
                                         of cash flows of Parent and its Subsidiaries; provided, that Consolidated Capital
                                         Expenditures shall not include any expenditures (i) for replacements and substitutions
                                         for fixed assets, capital assets or equipment to the extent made with Net Insurance/Condemnation
                                         Proceeds invested pursuant to Section 2.12(c) or with Net Cash Proceeds from Asset Sales
                                         invested pursuant to Section 2.12(b) or (ii) that constitute a Permitted Acquisition
                                         permitted under Section 6.08.



		2	Excluding
                                         any such non-cash charge to the extent that it represents an accrual or reserve for potential
                                         cash charge in any future period or amortization of a prepaid cash charge that was paid
                                         in a prior period.



		3	In
                                         the case of (ii), voluntary and mandatory prepayments of the Loans are not included.



		4	Excluding
                                         repayments of any revolving credit facility that is not included in Consolidated Working
                                         Capital Liabilities except to the extent the commitments with respect thereto are permanently
                                         reduced in connection with such repayments.



		5	Excluding
                                         any interest expense portion thereof.



    	EXHIBIT C-3



    	 



    




	 	 	 	 	(2)	Consolidated Capital Expenditures (other than Consolidated Capital Expenditures made with the Available Amount):	$[__,__,__]
	 	 	 	 	 	 	 
	 	 	 	 	(3)	Acquisition Consideration and all consideration paid in connection with the acquisition of MSRs and Servicing Advances (other than Permitted Acquisitions or other Investments that are either (A) financed with the Available Amount or (B) in any Person, assets or a business line or unit or a division of any Person engaged in activities that are not Core Business Activities):	$[__,__,__]
	 	 	 	 	 	 	 
	 	 	 	 	(4)	any cash expenditures in respect of any non-operating and/or non-recurring items, increasing Consolidated Net Income for such period associated with claims or investigations against Parent or any of its Subsidiaries brought by any Governmental Authority, without duplication:	 
	 	 	 	 	 	 	 
	 	 	 	(b)	other non-cash gains increasing Consolidated Net Income for such period:6	$[__,__,__]
	 	 	 	 	 	 
	3.	Consolidated Net Income:  (i) - (ii) =	$[__,__,__]
	 	 	 
	 	 	(i)	the net income (or loss) of Parent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP:	$[__,__,__]
	 	 	 	 	 
	 	 	(ii)	(a)	the income (or loss) of any Person (other than a Subsidiary of Parent) in which any other Person (other than Parent or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Parent or any of its Subsidiaries by such Person during such period:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(b)	the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Parent or the Borrower or is merged into or consolidated with Parent or any of its Subsidiaries or that Person’s assets are acquired by Parent or any of its Subsidiaries: 	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(c)	
        the income of any Subsidiary of Parent to the extent
that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted
by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary: 
	$[__,__,__]




 



		6	Excluding
                                         any such non-cash gain to the extent it represents the reversal of an accrual or reserve
                                         for potential cash gain in any prior period.



    	EXHIBIT C-4
    



    	 



    




	 	 	 	(d)	any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(e)	to the extent not included in clauses (ii)(a) through (ii)(d) above, any net extraordinary gains or net extraordinary losses or any non-operating and/or non-recurring items associated with claims or investigations against Parent or any of its Subsidiaries brought by any Governmental Authority:	$[__,__,__]
	 	 	 	 	 	 
	4.	Consolidated Working Capital:  (i) - (ii) =	$[__,__,__]
	 	 	 
	 	 	(i)	Consolidated Working Capital Assets7:	$[__,__,__]
	 	 	 	 	 
	 	 	(ii)	Consolidated Working Capital
    Liabilities8:	$[__,__,__]
	 	 	 	 	 
	5.	Consolidated Working Capital Adjustment:  (i) - (ii)9=	$[__,__,__]
	 	 	 
	 	 	(i)	Consolidated Working Capital as of the beginning of such period:	$[__,__,__]
	 	 	 	 	 
	 	 	(ii)	Consolidated Working Capital as of the end of such period:	$[__,__,__]




 



		7	The
                                         total assets of Parent and its Subsidiaries on a consolidated basis that are included
                                         in the consolidated balance sheet reported to the SEC as “Advances,” “Match
                                         Funded Advances,” “Receivables,” “Deferred Tax Assets (net)”
                                         and “Other Assets” (including “Debt service accounts,” “Interest
                                         earning collateral deposits” and “Prepaid lender fees and debt issuance costs,
                                         net”), “Loans held for sale” and “Loans held for investment”
                                         (excluding Ginnie Mae Home Equity Conversion Mortgage-Backed Securities that do not qualify
                                         for sale accounting) in conformity with GAAP, excluding cash and cash equivalents.



		8	The
                                         total liabilities of Parent and its Subsidiaries on a consolidated basis that are included
                                         in the consolidated balance sheet reported to the SEC as “Match Funded Liabilities,”
                                         “Servicer Liabilities,” “Other Liabilities,” “Other secured
                                         borrowings” (excluding the Loans but including the Second Lien Notes) and “Senior
                                         Unsecured Notes” in conformity with GAAP.



		9	In
                                         calculating the Consolidated Working Capital Adjustment there shall be excluded the effect
                                         of reclassification during such period of assets included in Consolidated Working Capital
                                         Assets and liabilities included in Consolidated Working Capital Liabilities and the effect
                                         of any Permitted Acquisition or any Asset Sale during such period; provided, that
                                         there shall be included with respect to any Permitted Acquisition during such period
                                         an amount (which may be a negative number) by which the Consolidated Working Capital
                                         acquired in such Permitted Acquisition as at the time of such Permitted Acquisition exceeds
                                         (or is less than) Consolidated Working Capital with respect to such Permitted Acquisitions
                                         at the end of such period.



    	EXHIBIT C-5



    	 



    




	6.	First Lien LTV Ratio:  (i)/(ii) =	 
	 	 	 
	 	 	(i)	the aggregate principal amount of the Loans outstanding as of such date:	$[__,__,__]
	 	 	 	 	 
	 	 	(ii)	sum of (a), (b), (c), (d), (e), (f) and (g) below:10	$[__,__,__]
	 	 	 	 	 
	 	 	 	(a)	Specified Net Servicing Advances, as set forth on Annex C:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(b)	
        Specified Deferred Servicing Fees that are subject
to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders, as set forth on
Annex D: 
	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(c)	
        Specified MSR Value of (i) all Specified MSRs that
are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders and (ii)
other MSRs to the extent provided in clause (i) of the definition of Specified MSR Value in the Credit Agreement, as set forth
on Annex E11 
	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(d)	the greater of zero and the result of (x) all unrestricted Cash and Cash Equivalents that are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders, minus (y) $50,000,000:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(e)	Advance Facility Reserves:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(f)	Specified Loan Value:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	(g)	without duplication of clause (d), the fair value of marketable securities held by Parent and its Subsidiaries that are subject to a valid and perfected First Priority Lien in favor of the Collateral Agent for the benefit of the Lenders as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or (c) of the Credit Agreement:	$[__,__,__]
	 	 	 	 	 	 
	 	 	 	 	 	Actual:

Required:	[__]%

___%
	 	 	 	 	 	 	 





 



		10	These
                                         calculations shall not include (x) any assets that have a negative value and (y) any
                                         Excess Servicing Strips.



		11	For
                                         the avoidance of doubt, in the case of (c), the Specified MSR Value shall only include
                                         rights to payment under those Servicing Agreements for which an acknowledgement agreement
                                         from the relevant Specified Government Entity (other than with respect to Ginnie Mae)
                                         of the type set forth in Section 5.15(c) of the Credit Agreement has been obtained.





    	EXHIBIT C-6



    	 



    

ANNEX B
TO COMPLIANCE



CERTIFICATE


SPECIFIED
NET SERVICING ADVANCES


	1.	Specified
Net Servicing Advances:  ((i)+(ii))-(iii) =	$[__,__,__]
	 	 	 
	 	 	(i)	book
value of all Servicing Advances (including, but not limited to, all Unencumbered Servicing Advances) as of such date:	$[__,__,__]
	 	 	 	 	 
	 	 	(ii)	all
deferred servicing fees that are pledged pursuant to any Servicing Advance Facility as of such date:	$[__,__,__]
	 	 	 	 	 
	 	 	(iii)	aggregate
outstanding amounts under any Servicing Advance Facility as of such date:	$[__,__,__]
	 	 
	2.	Unencumbered Servicing Advances12
as of such date:  See updated Schedule 1.01(e)(B) and Schedule 1.0l(e)(A) attached hereto.	 


 


 



		12	All
                                         rights to reimbursement or payment, whether now or hereafter acquired or created, of
                                         any Servicing Advances that do not collateralize or secure any Servicing Advance Facility,
                                         and includes, in any event, all rights to reimbursement or payment of Servicing Advances
                                         pursuant to the Servicing Agreements either (a) identified on Schedule 1.01(e)(A) which
                                         are indicated as unencumbered or (b) pursuant to which any of Parent, the Borrower and
                                         their respective Subsidiaries has provided Servicing Advances on behalf of or for the
                                         benefit of any entity and/or transaction identified under the heading “Investor
                                         Name” set forth on Schedule 1.01(e)(B) which are labeled as “Unencumbered
                                         Advances”.




    	EXHIBIT C-7



    	 



    

ANNEX C
TO COMPLIANCE



CERTIFICATE


SPECIFIED
DEFERRED SERVICING FEES


	1.	Specified
Deferred Servicing Fees:  = 

(all deferred fees payable to Parent, the Borrower and their respective Subsidiaries under each
of the Servicing Agreements either (a) identified on Schedule 1.01(e)(A)  or (b) pursuant to which any of Parent, the
Borrower and their respective Subsidiaries has provided Servicing for any entity and/or transaction identified under the heading
“Investor Name” set forth on Schedule 1.01(e)(B)); provided, however, that “Specified Deferred
Servicing Fees” shall not include any rights to repayment of Servicing Advances.	$[__,__,__]
	 	 	 
	2.	See
updated Schedule 1.01(e)(A) and Schedule 1.01(e)(B) attached.	 




    	EXHIBIT C-8



    	 



    

ANNEX D
TO COMPLIANCE



CERTIFICATE


SPECIFIED
MSR VALUE


	1.	Specified MSR Value13((i)-(ii))+(iii)
=	$[__,__,__]
	 	 	 
	 	(i)	the value of all MSRs of Parent,
the Borrower and their respective Subsidiaries that are pledged pursuant to an MSR Facility as of such date;	$[__,__,__]
	 	 	 	 
	 	(ii)	the aggregate outstanding amounts under such
MSR Facility as of such date;	$[__,__,__]
	 	 	 	 
	 	(iii)	the value of all Specified MSRs of Parent,
the Borrower and their respective Subsidiaries as of such date;	$[__,__,__]
	 	 	 	 
	2.	Specified MSRs14:
See updated Schedule 1.01(e)(A) and Schedule 1.01(e)(B) attached.	 
	 	 	 


 



		13	For
                                         the avoidance of doubt, (a) such value is determined by an independent third party valuation
                                         firm, such as the Mortgage Industry Advisory Corporation or a comparable firm reasonably
                                         acceptable to the Administrative Agent and (b) “Specified MSR Value” shall
                                         not include the value of any Specified Deferred Servicing Fees.



		14	The
                                         right to payments owed to Parent, the Borrower and their respective Subsidiaries, whether
                                         now or hereafter acquired or created, under each of the Servicing Agreements either
                                         (a) identified on Schedule 1.01(e)(A) or (b) pursuant to which any of Parent, the Borrower
                                         and their respective Subsidiaries has provided Servicing for any entity and/or transaction
                                         identified under the heading “Investor Name” set forth on Schedule 1.01(e)(B);
                                         provided, however, that “Specified MSRs” shall not include
                                         any rights to repayment of Servicing Advances.



    	EXHIBIT C-9



    	 



    

EXHIBIT
D-1 TO



CREDIT AGREEMENT


OPINION
OF MAYER BROWN LLP


[See Attached.]




    	EXHIBIT D-1



    	 



    

EXHIBIT
D-2 TO



CREDIT AGREEMENT


OPINION
OF INTERNAL COUNSEL FOR LOAN PARTIES


[See attached.]




    	EXHIBIT D-2



    	 



    

EXHIBIT
D-3 TO



CREDIT AGREEMENT


OPINION
OF U.S. VIRGIN ISLAND COUNSEL FOR LOAN PARTIES


[See attached.]




    	EXHIBIT D-3



    	 



    

EXHIBIT
E TO



CREDIT AGREEMENT


ASSIGNMENT
AGREEMENT


This
Assignment and Assumption Agreement (this “Assignment”) is dated as of the Effective Date set forth below and
is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]
(the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
as if set forth herein in full.


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s
rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents
the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the
respective facilities identified below (including, to the extent included in any such facilities, letters or credit and swingline
loans) (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except
as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.





	1.	Assignor:	 	 
	 	 	 
	2.	Assignee:	 	[and is an Affiliate/Related Fund1]
	 	 	 
	3.	Borrower:	Ocwen Loan Servicing, LLC
	 	 	 
	4.	Administrative Agent:	Barclays Bank PLC, as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The $335,000,0000 Amended and Restated Senior Secured Term Loan Facility A.greement, dated as of December 5, 2016 among Ocwen Loan Servicing, LLC, as borrower, Ocwen Financial Corporation, as parent, certain subsidiaries of Ocwen Financial Corporation, as subsidiary guarantors, the Lenders parties thereto, Barclays Bank PLC, as administrative agent, and the other agents parties thereto.












 


		1	Select
                                         as applicable.




    	EXHIBIT E-1



    	 



    

		6.	Assigned
                                         Interest:



	

    

    Facility Assigned	Aggregate
    Amount of

    Commitment/Loans

    for all Lenders	Amount
    of

    Commitment/Loans

    Assigned	

    Percentage Assigned of

    Commitment/Loans2
	Restatement
    Effective Date Term Loans	$__________	$__________	__________%


 


Effective Date: _______________,
20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


		7.	Notice
                                         and Wire Instructions:



	[NAME OF ASSIGNOR	[NAME OF ASSIGNEE]
	 	 
	Notices:		Notices:	
	 	____________________	 	____________________
	 	____________________	 	____________________
	 	____________________	 	____________________
	 	Attention:	 	Attention:
	 	Telecopier	 	Telecopier:
	 	 	 	 
	with a copy to		with a copy to:	
	 	____________________	 	____________________
	 	____________________	 	____________________
	 	____________________	 	____________________
	 	Attention	 	Attention:
	 	Telecopier	 	Telecopier:
	 	 	 	 
	Wire Instructions:		Wire Instructions:	
	 	 	 	 



 



		2	Set
                                         forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
                                         thereunder.




    	EXHIBIT E-2



    	 



    

The terms
set forth in this Assignment are hereby agreed to:





	 	ASSIGNOR

[NAME OF ASSIGNOR]
	 	 
	 	By: 	           
	 	 	Title:





	 	ASSIGNEE

    [NAME OF ASSIGNEE]
	 	 
	 	By: 	           
	 	 	Title:








[Consented to and]3
Accepted:


BARCLAYS
BANK PLC,

as Administrative Agent 


	 
	By:   	           
	 	Title:








[Consented to:]4


OCWEN
LOAN SERVICING, LLC


	 
	By:   	           
	 	Title:





 



		3	To
                                         be added only if the consent of the Administrative Agent is required by the terms of
                                         the Credit Agreement.



		4	To
                                         be added only if the consent of the Borrower is required by the terms of the Credit Agreement.




    	EXHIBIT E-3



    	 



    

ANNEX 1
TO



ASSIGNMENT AGREEMENT


STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


		1.	Representations
                                         and Warranties.



		1.1	Assignor.
                                         The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner
                                         of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance
                                         or other adverse claim and (iii) it has full power and authority, and has taken all action
                                         necessary, to execute and deliver this Assignment and to consummate the transactions
                                         contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
                                         warranties or representations made in or in connection with any Loan Document, (ii) the
                                         execution, legality, validity, enforceability, genuineness, sufficiency or value of the
                                         Credit Agreement or any other instrument or document delivered pursuant thereto, other
                                         than this Assignment (herein collectively the “Loan Documents”), or
                                         any collateral thereunder, (iii) the financial condition of the Borrower, any of its
                                         Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
                                         or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates
                                         or any other Person of any of their respective obligations under any Loan Document.



		1.2	Assignee.
                                         The Assignee (a) represents and warrants that (i) it has full power and authority, and
                                         has taken all action necessary, to execute and deliver this Assignment and to consummate
                                         the transactions contemplated hereby and to become a Lender under the Credit Agreement,
                                         (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii)
                                         from and after the Effective Date, it shall be bound by the provisions of the Credit
                                         Agreement and, to the extent of the Assigned Interest, shall have the obligations of
                                         a Lender thereunder, (iv) it has received a copy of the Credit Agreement and such other
                                         documents and information as it has deemed appropriate to make its own credit analysis
                                         and decision to enter into this Assignment and to purchase the Assigned Interest on the
                                         basis of which it has made such analysis and decision, and (v) if it is a Non-US Lender,
                                         attached to the Assignment is any documentation required to be delivered by it pursuant
                                         to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
                                         (b) agrees that (i) it will, independently and without reliance on the Administrative
                                         Agent, the Assignor or any other Lender, and based on such documents and information
                                         as it shall deem appropriate at that time, continue to make its own credit decisions
                                         in taking or not taking action under the Loan Documents, and (ii) it will perform in
                                         accordance with their terms all of the obligations which by the terms of the Loan Documents
                                         are required to be performed by it as a Lender.



		2.	Payments.
                                         All payments with respect to the Assigned Interests shall be made on the Effective Date
                                         as follows:



		2.1	From
                                         and after the Effective Date, the Administrative Agent shall make all payments in respect
                                         of the Assigned Interest (including payments of principal, interest, fees and other amounts)
                                         to the Assignor for amounts that have accrued to but excluding the Effective Date and
                                         to the Assignee for amounts that have accrued from and after the Effective Date.



		3.	General
                                         Provisions. This Assignment shall be binding upon, and inure to the benefit of, the
                                         parties hereto and their respective successors and assigns. This Assignment may be executed
                                         in any number of counterparts, which together shall constitute one instrument. Delivery
                                         of an executed counterpart of a signature page of this Assignment by telecopy shall be
                                         effective as delivery of a manually executed counterpart of this Assignment. This Assignment
                                         shall be governed by, and construed in accordance with, the internal laws of the State
                                         of New York without regard to conflict of laws principles thereof.





    	EXHIBIT E-4



    	 



    

EXHIBIT
F-1 TO



CREDIT AGREEMENT


UNITED
STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Treated As Partnerships

For U.S. Federal Income Tax Purposes)


Reference
is made to that certain Amended and Restated Senior Secured Term Loan Facility Agreement (as amended, supplemented or otherwise
modified from time to time, the “Agreement”), dated as of December 5, 2016, by and among Ocwen Loan Servicing,
LLC, as the Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein
but not otherwise defined shall have the meaning given to such term in the Agreement.


Pursuant
to the provisions of Section 2.18(c) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii)
it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10
percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is
not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal
Revenue Code, and (v) no payments in connection with the Loan Documents are effectively connected with the undersigned’s
conduct of a U.S. trade or business.


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal
Revenue Service Form W-8BEN-E or W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and
(2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative
Agent to the undersigned, or in either of the two calendar years preceding such payment.


[Signature Page
Follows]




    	EXHIBIT F-1-1


    





 Form of United States Tax Compliance Certificate





    	 



    

IN WITNESS
WHEREOF, the undersigned has duly executed this certificate on the _____ day of _____________, 20__.





	 	[NAME OF FOREIGN LENDER]
	 	 
	 	By: 	           
	 	 	Name:
 Title:





    	EXHIBIT F-1-2


    





 Form of United States Tax Compliance Certificate





    	 



    

EXHIBIT
F-2 TO



CREDIT AGREEMENT


FORM
OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)


Reference
is made to that certain Amended and Restated Senior Secured Term Loan Facility Agreement (as amended, supplemented or otherwise
modified from time to time, the “Agreement”), dated as of December 5, 2016, by and among Ocwen Loan Servicing,
LLC, as the Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein
but not otherwise defined shall have the meaning given to such term in the Agreement.


Pursuant
to the provisions of Section 2.18(c) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of
the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned
nor any of its partners/members claiming the portfolio interest exemption (“applicable partners/members”) is a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its applicable partners/members is a “10
percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of
its applicable partners/members is a “controlled foreign corporation” related to the Borrower as described in Section
881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with the Loan Documents are effectively connected
with the undersigned’s or any of its applicable partners/members’ conduct of a U.S. trade or business.


The
undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an
Internal Revenue Service Form W-8BEN-E or W-8BEN from each of its applicable partners/members. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and
the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


[Signature Page
Follows]




    	EXHIBIT F-2-1


    





 Form of United States Tax Compliance Certificate





    	 



    

IN WITNESS
WHEREOF, the undersigned has duly executed this certificate on the _____ day of _____________, 20__.





	 	[NAME OF FOREIGN LENDER]
	 	 
	 	By: 	           
	 	 	Name:
 Title:







    	EXHIBIT F-2-2


    





 Form of United States Tax Compliance Certificate





    	 



    

EXHIBIT
F-3 TO



CREDIT AGREEMENT


FORM
OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)


Reference
is made to that certain Amended and Restated Senior Secured Term Loan Facility Agreement (as amended, supplemented or otherwise
modified from time to time, the “Agreement”), dated as of December 5, 2016, by and among Ocwen Loan Servicing,
LLC, as the Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein
but not otherwise defined shall have the meaning given to such term in the Agreement.


Pursuant
to the provisions of Section 2.18(c) and Section 10.06(f) of the Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (iv) it is not a “controlled foreign
corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments
in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business.


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service
Form W-8BEN-E or W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


[Signature Page
Follows]




    	EXHIBIT F-3-1


    





 Form of United States Tax Compliance Certificate





    	 



    

IN WITNESS
WHEREOF, the undersigned has duly executed this certificate on the _____ day of _____________, 20__.





	 	[NAME OF FOREIGN PARTICIPANT]
	 	 
	 	By: 	           
	 	 	Name:
 Title:





    	EXHIBIT F-3-2


    





 Form of United States Tax Compliance Certificate





    	 



    

EXHIBIT
F-4 TO



CREDIT AGREEMENT


FORM
OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)


Reference
is made to that certain Amended and Restated Senior Secured Term Loan Facility Agreement (as amended, supplemented or otherwise
modified from time to time, the “Agreement”), dated as of December 5, 2016, by and among Ocwen Loan Servicing,
LLC, as the Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein
but not otherwise defined shall have the meaning given to such term in the Agreement.


Pursuant
to the provisions of Section 2.18(c) and Section 10.06(f) of the Agreement, the undersigned hereby certifies that (i) it is the
sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the
sole beneficial owners of such participation, (iii) neither the undersigned nor any of its applicable partners/members claiming
the portfolio interest exemption (“applicable partners/members”) is a “bank” within the meaning of Section
881(c)(3)(A) of the Internal Revenue Code, (iv) none of its applicable partners/members is a “10 percent shareholder”
of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, (v) none of its applicable partners/members
is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal
Revenue Code, and (vi) no payments in connection with the Loan Documents are effectively connected with the undersigned’s
or any of its applicable partners/members’ conduct of a U.S. trade or business.


The
undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue
Service Form W-8BEN-E or W-8BEN from each of its applicable partners/members. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing
and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


[Signature
Page Follows]




    	EXHIBIT F-4-1



    	 



    

IN WITNESS
WHEREOF, the undersigned has duly executed this certificate on the _____ day of _____________, 20__.







	 	[NAME OF FOREIGN PARTICIPANT]
	 	 	 
	 	By:	
	 	 	Na me:
	 	 	Title:





    	EXHIBIT F-4-2



    	 



    

EXHIBIT
G-1 TO



CREDIT AGREEMENT


RESTATEMENT
EFFECTIVE DATE CERTIFICATE


THE
UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:


1.               We
are, respectively, the chief executive officer and the chief financial officer of OCWEN LOAN SERVICING, LLC (the “Borrower”).


2.               We
have reviewed the terms of Article IV of the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December
5, 2016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, OCWEN FINANCIAL CORPORATION
(“Parent”), certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to
time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, the definitions and provisions contained in such Credit
Agreement relating thereto and the other Loan Documents, and in our opinion we have made, or have caused to be made under our
supervision, such examination or investigation as is necessary to enable us to express an informed opinion as to the matters referred
to herein.


3.               Based
upon our review and examination described in paragraph 2 above, we certify, on behalf of the Borrower, that as of the date hereof:


               (i)               the
Representations set forth in Article IV of the Credit Agreement and the other Loan Documents are true and correct in all material
respects on and as of the Restatement Effective Date (except to the extent such representations and warranties relate to an earlier
date, in which case, such representations and warranties are true and correct in all material respects as of such earlier date);
provided that to the extent any such representation or warranty is already qualified by materiality or material adverse
effect, such representation or warranty is true and correct in all respects; and


               (ii)               each
of the conditions precedent set forth in Section 3.01 of the Credit Agreement has been satisfied as of the Restatement Effective
Date (except that no certification need be made as to the Administrative Agent’s or the Required Lenders’ satisfaction
with any document, instrument or other matter).




    	EXHIBIT G-1-1



    	 



    

The foregoing
certifications are made and delivered as of December 5, 2016.





	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By: 	           
	 	 	Name:
 Title:    Chief
    Executive Officer
	 	 	 
	 	By: 	           
	 	 	Name:
 Title:    Chief
    Financial Officer










    	EXHIBIT G-1-2



    	 



    

EXHIBIT
G-2 TO



CREDIT AGREEMENT


 


SOLVENCY
CERTIFICATE


December
5, 2016


This
Solvency Certificate is delivered pursuant to Section 3.01(j) of the Amended and Restated Senior Secured Term Loan Facility
Agreement, dated as of December 5, 2016 (the “Credit Agreement”), among Ocwen Loan Servicing, LLC (the “Borrower”),
a wholly-owned subsidiary of Ocwen Financial Corporation (“Parent”), Parent, the other Guarantors party thereto,
Barclays Bank PLC, as Administrative Agent and each lender from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”). Capitalized terms used herein without definition have the same meanings as in
the Credit Agreement.


The
undersigned Chief Financial Officer of Parent does hereby certify (in such capacity and not in an individual capacity) that:


1.
               On the date hereof before and after
giving effect to the Transactions, the present fair saleable value of the assets of Parent (as used herein “Parent”
means Parent and its Subsidiaries on a consolidated basis) is greater than the total amount of debt, including contingent liabilities,
of the Parent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that,
in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability, irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No. 5).


2.
               Parent is not incurring, and does not
intend to incur, or believe (nor should it reasonably believe) that it shall incur debts or liabilities beyond Parent’s
ability to pay such debts and liabilities as they mature.


3.
               Parent is not, and after giving effect
to the Transactions will not be, left with unreasonably small capital in relation to its business contemplated on the Restatement
Effective Date or with respect to any transaction contemplated to be undertaken after the Restatement Effective Date.


[Signature
Page Follows]




    	EXHIBIT G-2-1



    	 



    

IN WITNESS
WHEREOF, I have hereunto set my hand this December 5, 2016.





	 	OCWEN FINANCIAL CORPORATION, as Parent
	 	 
	 	By: 	           
	 	 	Name:
 Title:    Chief
    Financial Officer






    	EXHIBIT G-2-2



    	 



    

EXHIBIT
H TO



CREDIT AGREEMENT


COUNTERPART
AGREEMENT


This
COUNTERPART AGREEMENT, dated [__________ __, 20_] (this “Counterpart Agreement”) is delivered pursuant
to that certain Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be amended,
supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among OCWEN LOAN SERVICING, LLC, as the Borrower, OCWEN FINANCIAL CORPORATION,
as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to time, and BARCLAYS
BANK PLC, as Administrative Agent and Collateral Agent.


Section
1.               Pursuant to Section 5.10
of the Credit Agreement, the undersigned hereby:


(a)               agrees
that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned
becomes a Subsidiary Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;


(b)               represents
and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Loan Document and
applicable to the undersigned is true and correct in all material respects both before and after giving effect to this Counterpart
Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such
representation and warranty was true and correct in all material respects as of such earlier date;


(c)               agrees
to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become
due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including 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 in accordance with Article VII of the Credit Agreement; and


(d)               the
undersigned hereby (i) agrees that this counterpart may be attached to the Security Agreement, (ii) agrees that the undersigned
will comply with all the terms and conditions of the Security Agreement as if it were an original signatory thereto, (iii) grants
to the Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral”
(as such term is defined in the Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which
the undersigned now has or hereafter acquires an interest and wherever the same may be located, (iv) authorizes the Collateral
Agent 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 Agent may determine, in its sole discretion, are necessary or advisable to perfect or otherwise protect the security
interest granted to the Collateral Agent pursuant to the Security Agreement, and (v) delivers to Collateral Agent supplements
to all schedules attached to the Security Agreement. All such Collateral shall be deemed to be part of the “Collateral”
and hereafter subject to each of the terms and conditions of the Security Agreement.



    	EXHIBIT H-1



    	 



    




Section
2.               The undersigned agrees from time
to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents
and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the
intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged
or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence
its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination
is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.01
of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth
on the signature page hereof. In case any provision in or obligation under this Counterpart 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.


THIS
COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY LAW, RULE, PROVISION OR PRINCIPLE OF CONFLICT OF LAWS THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.


[Remainder of
page intentionally left blank]




    	EXHIBIT H-2



    	 



    

IN WITNESS
WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer
as of the date above first written.





	 	[NAME OF SUBSIDIARY]
	 	 
	 	By: 	           
	 	 	Name:
 Title:    [Authorized
    Officer]











	Address for Notices:	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Attention:	 
	 	Telecopier:	 
	 	 	 
	with a copy to:	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Attention:	 
	 	Telecopier:	 







ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:


BARCLAYS BANK PLC,

as Administrative Agent and Collateral Agent







	By:	 	 	 
	 	Name:	 
	 	Title: 	 










    	EXHIBIT H-3



    	 



    

EXHIBIT
I TO



CREDIT AGREEMENT


INTERCOMPANY
NOTE


Dated:
_______________


FOR
VALUE RECEIVED, each undersigned entity (collectively, the “Group Members” and each, a “Group Member”)
that is a party to this intercompany promissory note (this “Promissory Note”) as a Payor (as defined below)
promises to pay to the order of such other Group Member that makes loans to such Group Member (each Group Member which borrows
money pursuant to this Promissory Note is referred to herein as a “Payor” and each Group Member which makes
loans and advances pursuant to this Promissory Note is referred to herein as a “Payee”), on demand, in lawful
money of the United States of America, in immediately available funds and at the appropriate office of the Payee, the aggregate
unpaid principal amount of all loans and advances heretofore and hereafter made by such Payee to such Payor and any other indebtedness
now or hereafter owing by such Payor to such Payee as shown either on Schedule A attached hereto (and any continuation
thereof) or in the books and records of such Payee. The failure to show any such Indebtedness or any error in showing such Indebtedness
shall not affect the obligations of any Payor hereunder. Capitalized terms used herein but not otherwise defined herein shall
have the meanings given such terms in the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December
5, 2016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by and among Ocwen
Loan Servicing, LLC, as the Borrower, Ocwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors,
the Lenders party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent.


The
unpaid principal amount hereof from time to time outstanding shall bear interest at a rate equal to the rate as may be agreed
upon in writing from time to time by the Payor and the Payee. Interest shall be due and payable at such times as may be agreed
upon in writing from time to time by the Payor and the relevant Payee.


Each
Payor and any endorser of this Promissory Note hereby waives presentment, demand, protest and notice of any kind. No failure to
exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such
rights.


This
Promissory Note has been pledged by each Payee to the Collateral Agent, for the benefit of the Secured Parties, as security for
such Payee’s obligations, if any, under the Loan Documents to which such Payee is a party. Each Payor acknowledges and agrees
that the Collateral Agent and the other Secured Parties may exercise all the rights of each Payee under this Promissory Note and
will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor.


Each
Payee agrees that any and all claims of such Payee against any Payor or any endorser of this Promissory Note, or against any of
their respective properties, shall be subordinate and subject in right of payment to the Obligations until all of the Obligations
(other than (x) obligations in respect of any Hedge Agreement not yet due and payable and (y) unasserted contingent indemnity
obligations) have been performed and paid in full in cash in immediately available funds and all commitments to extend credit
under any Loan Document have been terminated; provided, that the applicable Payor may make payments to the applicable Payee
so long as no Event of Default shall have occurred and be continuing; and provided, further, that all loans and
advances made by a Payee pursuant to this Promissory Note shall be received by the applicable Payor subject to the provisions
of the Loan Documents. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor,
all rights and Liens of such Payee, whether now or hereafter arising and howsoever existing, in any property of such Payor (whether
constituting part of the security or collateral given to any Secured Party to secure payment of all or any part of the Obligations
or otherwise) shall be and hereby are subordinated to the rights of the Secured Parties in such property. Except as expressly
permitted by the Loan Documents, the Payees shall have no right to possession of any such property or to foreclose upon, or exercise
any other remedy in respect of, any such property, whether by judicial action or otherwise, unless and until all of the Obligations
(other than (x) obligations in respect of any Hedge Agreement not yet due and payable and (y) unasserted contingent indemnity
obligations) shall have been performed and paid in full in cash in immediately available funds and all commitments have been expired
or terminated.



    	EXHIBIT I-1



    	 



    




Except
as expressly permitted by the Loan Documents, if all or any part of the property of any Payor, or the proceeds thereof, is subject
to any distribution, division or application to the creditors of such Payor, whether partial or complete, voluntary or involuntary,
by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or
proceeding, or if the business of such Payor is dissolved or if all or substantially all of the property of such Payor is sold,
then, and in any such event, any payment or distribution of any kind or character, whether in cash or other property which shall
be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“Payor Indebtedness”)
shall be paid or delivered directly to the Collateral Agent for application to any of the Obligations, due or to become due, until
the date on which the Obligations (other than (x) obligations in respect of any Hedge Agreement not yet due and payable and (y)
unasserted contingent indemnity obligations) shall have been performed and paid in full in cash in immediately available funds
and all commitments to extend credit under any Loan Document shall have expired or been terminated. Each Payee irrevocably authorizes,
empowers and appoints the Collateral Agent as such Payee’s attorney-in-fact (which appointment is coupled with an interest
and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and
to make and present for and on behalf of such Payee such proofs of claim and take such other action, in the Collateral Agent’s
own name or in the name of such Payee or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement
of this Promissory Note. Each Payee also agrees to execute, verify, deliver and file any such proofs of claim in respect of the
Payor Indebtedness requested by the Collateral Agent. The Collateral Agent may vote such proofs of claim in any such proceeding
(and the Payee shall to be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements
made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Obligations
in accordance with the Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment,
distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee upon or with
respect to Payor Indebtedness owing to such Payee prior to such time as the Obligations (other than (x) obligations in respect
of any Hedge Agreement not yet due and payable and (y) unasserted contingent indemnity obligations) have been performed and paid
in full in cash in immediately available funds and all commitments to extend credit under any Loan Document have expired or been
terminated, such Payee shall receive and hold the same in trust, as trustee (or if not possible under applicable law for the benefit
of), for the benefit of the Secured Parties, and shall forthwith deliver the same to the Collateral Agent, for the benefit of
the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or
advisable in the Collateral Agent’s judgment), for application to any of the Obligations in accordance with the Credit Agreement,
due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee and held in trust by
such Payee as the property of the Collateral Agent, for the benefit of the Secured Parties. If such Payee fails to make any such
endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers, employees or representatives are
hereby irrevocably authorized to make the same.


From
time to time after the date hereof, additional Persons may become parties hereto by executing a signature page hereto, which shall
automatically be incorporated into this Promissory Note.  Upon delivery of such signature page, notice of which is hereby
waived by the other Payors and Payees, such Person (the “Additional Party”) shall become a Payor and a Payee
hereto as if such Additional Party were an original signatory hereof.  Each Payor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder.


 


The
Secured Parties shall be third party beneficiaries of the subordination provisions contained herein and shall be entitled to enforce
such subordination provisions.


THIS
PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


This
Promissory Note may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


[Signature
page follows]




    	EXHIBIT I-2



    	 



    

IN
WITNESS WHEREOF, the undersigned Payors have caused this Promissory Note to be executed and delivered by their proper and duly
authorized officers as of the date set forth above.





	 	[PAYORS]
	 	 
	 	By: 	           
	 	 	Name:
 Title:










    	EXHIBIT I-3



    	 



    

SCHEDULE
A TO



INTERCOMPANY NOTE


TRANSACTIONS
UNDER

INTERCOMPANY NOTE


	

    

    

    

    Date	

    

    

    Name of

    Payee	

    

    Amount of

    Advance This

    Date	

    

    Amount of

    Principal Paid

    This Date	Outstanding

    Principal

    Balance From

    Payor to Payee

    This Date	

    

    

    Notation

    Made By
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 




    	EXHIBIT I-4



    	 



    

SCHEDULE
B TO



INTERCOMPANY NOTE


ENDORSEMENT


FOR
VALUE RECEIVED, each of the undersigned does hereby sell, assign and transfer to _________________________ all of its right, title
and interest in and to the Intercompany Note, dated __________ (as it may be amended, amended and restated, supplemented, restated,
replaced, refinanced or otherwise modified from time to time, the “Promissory Note”), made by the Payers signatory
thereto, and payable to the undersigned. This endorsement is intended to be attached to the Promissory Note and, when so attached,
shall constitute an endorsement thereof.


Dated: ___________________





	 	[PAYEES]
	 	 
	 	By: 	           
	 	 	Name:
 Title:










    	EXHIBIT I-5



    	 



    

EXHIBIT
J TO



CREDIT AGREEMENT


JOINDER
AGREEMENT


THIS
JOINDER AGREEMENT, dated as of [__________ __, 20__) (this “Agreement”), by and among [NEW LENDERS] (each
a “Lender” and collectively the “Lenders”), OCWEN LOAN SERVICING, LLC, a Delaware limited
liability company (the “Borrower”), OCWEN FINANCIAL CORPORATION, a Florida corporation (“Parent”),
certain Subsidiaries of Parent, as Subsidiary Guarantors, and BARCLAYS BANK PLC, as Administrative Agent.


RECITALS:


WHEREAS,
reference is hereby made to the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016
(as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Parent, the Subsidiary Guarantors,
the Lenders party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent; and


WHEREAS,
subject to the terms and conditions of the Credit Agreement, the Borrower may provide an increase to the Restatement Effective
Date Term Loans or New Term Loan Commitments (which may be in the form of a new Series of New Term Loans or an increase to the
amount of Restatement Effective Date Term Loans or any then outstanding series of New Term Loans, such new term loan commitments
or increase, the “New Term Loan Commitments”) by entering into one or more Joinder Agreements with the New
Term Loan Lenders, as applicable.


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


Each
Lender party hereto hereby agrees to commit to provide its respective Commitment as set forth on Schedule A annexed hereto,
on the terms and subject to the conditions set forth below:


Each
Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of
the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such
powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Agreement are required to be performed by it as a Lender.



    	EXHIBIT J-1



    	 



    




Each
Lender hereby agrees to make its Commitment on the following terms and conditions1:


		1.	Applicable
                                         Margin. The Applicable Margin for each [Series [____]] New Term Loan Commitment shall
                                         mean, as of any date of determination, [____]% per annum.



		2.	Principal
                                         Payments. The Borrower shall make principal payments on the [Series [____]] New Term
                                         Loan Commitments in installments on the dates and in the amounts set forth below:



	(A)

    Payment

    Date	(B)

    Scheduled

    Repayment of

    [Series [__]] New Term Loan Commitments
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	 	$__________
	TOTAL	$__________


 


		3.	Voluntary
                                         and Mandatory Prepayments. Scheduled installments of principal of the [Series [__]]
                                         Term Loans set forth above shall be reduced in connection with any voluntary or mandatory
                                         prepayments of the [Series [__]] New Term Loan Commitments in accordance with Sections 2.09,
                                         2.11 and 2.12 of the Credit Agreement respectively; provided that (i) the weighted
                                         average life to maturity of all New Term Loans of any Series shall be no shorter than
                                         the weighted average life to maturity of the Loans and (ii) the applicable New Term Loan
                                         Maturity Date of each Series shall be no shorter than the Initial Term Loan Maturity
                                         Date.



		4.	Prepayment
                                         Fees. The Borrower agrees to pay to each New Term Loan Lender the following prepayment
                                         fees, if any: [______________].




 



		1	Insert
                                         completed items 1-7 as applicable, with respect to New Term Loans with such modifications
                                         as may be agreed to by the parties hereto the extent consistent with Section 2.22
                                         of the Credit Agreement.



    	EXHIBIT J-2



    	 



    

[Insert
other additional prepayment provisions with respect to New Term Loan Commitments]


		5.	Other
                                         Fees. The Borrower agrees to pay each New Term Loan Lender its Pro Rata Share of
                                         an aggregate fee equal to [_________, ____] on [__________ __, ____].



		6.	Proposed
                                         Borrowing. This Agreement represents the Borrower’s request to borrow [Series [__]]New
                                         Term Loan Commitments from New Term Loan Lender as follows (the “Proposed Borrowing”):






	 	a.	Business Day of Proposed Borrowing:
_________, ____
	 	 	 	 	 
	 	b.	Amount of Proposed Borrowing:
$__________________
	 	 	 	 	 
	 	c.	 Interest rate option:	o	a.	 Base
                                         Rate Loan(s)
	 		o	b.	 Eurodollar
                                         Rate Loans

                                          with an initial Interest

                                          Period of ____



		7.	[New
                                         Lenders. Each New Term Loan Lender acknowledges and agrees that upon its execution
                                         of this Agreement [and the making of [Series [__]] New Term Loan Commitments that such
                                         New Term Loan Lender shall become a “Lender” under, and for all purposes
                                         of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound
                                         by the terms thereof, and shall perform all the obligations of and shall have all rights
                                         of a Lender thereunder.]2



		8.	Use
                                         of Proceeds. The Borrower covenants and agrees that it will use the proceeds of the
                                         New Term Loans for [                
                                         ].



		9.	Credit
                                         Agreement Governs. Except as set forth in this Agreement, [Series [__]]New Term Loan
                                         Commitments shall otherwise be subject to the provisions of the Credit Agreement and
                                         the other Loan Documents.



		10.	Borrower’s
                                         Certifications. By its execution of this Agreement, the undersigned officer, to the
                                         best of his or her knowledge, and the Borrower hereby certify that:



		i.	The
                                         representations and warranties contained in the Credit Agreement and the other Loan Documents
                                         are true and correct in all material respects on and as of the date hereof to the same
                                         extent as though made on and as of the date hereof, except to the extent such representations
                                         and warranties specifically relate to an earlier date, in which case such representations
                                         and warranties were true and correct in all material respects on and as of such earlier
                                         date; provided, that to the extent any such representation or warranty is already
                                         qualified by materiality or material adverse effect, such representation or warranty
                                         shall be true and correct in all respects;



		ii.	No
                                         event has occurred and is continuing or would result from the consummation of the Proposed
                                         Borrowing contemplated hereby that would constitute a Default or an Event of Default;
                                         and



		iii.	The
                                         Borrower has performed in all material respects all agreements and satisfied all conditions
                                         which the Credit Agreement provides shall be performed or satisfied by it on or before
                                         the date hereof.



 



		2	Insert
                                         bracketed language if the lending institution is not already a Lender.








                                         
    	EXHIBIT J-3



    	 



    


		11.	Conditions.
                                         The effectiveness of this Agreement and the funding of the commitments set forth herein
                                         shall be conditioned upon the satisfaction of the following:



		i.	The
                                         Borrower shall deliver or cause to be delivered the following legal opinions and documents:
                                         [__________], together with all other legal opinions and other documents reasonably requested
                                         by Administrative Agent in connection with this Agreement;



		ii.	The
                                         Borrower shall satisfy the conditions set forth in Sections 3.01(h) of the Credit Agreement
                                         (provided that each reference therein to Section 3.01 shall be deemed a reference
                                         to Section 2.22, each reference therein to the Restatement Effective Date shall be deemed
                                         a reference to the Increased Amount Date and each reference therein to the Specified
                                         Representations shall be deemed a reference to the representations and warranties contained
                                         in the Credit Agreement and in the other Loan Documents);



		iii.	The
                                         Borrower shall deliver an Officers’ Certificate setting forth the calculations
                                         (in reasonable detail) demonstrating (i) pro forma compliance with the financial covenant
                                         described in Section 6.07 of the Credit Agreement after giving effect to the New Term
                                         Loan Commitments as of the last day of the most recently ended Fiscal Quarter for which
                                         financial statements have been delivered to the Lenders pursuant to Section 5.01(b) or
                                         (c) after giving effect to the Term Loans to be made pursuant to the [Series [__]] New
                                         Term Loan Commitments;



		iv.	All
                                         fees and reasonable and invoiced out-of-pocket expenses required to be paid to the Lenders,
                                         the Administrative Agent or the Lead Arranger shall, upon the borrowing of the New Term
                                         Loans, have been paid; [and]



		v.	[Insert
                                         additional conditions with respect to New Term Loan Commitments].



		12.	Eligible
                                         Assignee. By its execution of this Agreement, each New Term Loan Lender represents
                                         and warrants that it is an Eligible Assignee.



		13.	Representations
                                         and Warranties. By its execution of this Agreement, the Borrower hereby certifies
                                         that the execution, delivery and performance by the Borrower and each other Loan Party
                                         of this Agreement, and each other Loan Document executed or to be executed by it in connection
                                         with this Agreement are within such Loan Party’s corporate or other organizational
                                         powers and have been duly authorized by all necessary corporate, limited liability company,
                                         or other organizational action on the part of such Loan Party. This Agreement has been
                                         duly executed and delivered by each Loan Party and constitutes, and each other Loan Document
                                         to which any Loan Party is to be a party, when executed and delivered by such Loan Party,
                                         will constitute, a legal, valid and binding obligation of such Loan Party, enforceable
                                         in accordance with its terms and the terms of the Credit Agreement, subject to applicable
                                         bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
                                         rights generally and subject to general principles of equity, regardless of whether considered
                                         in a proceeding in equity or at law. The execution, delivery and performance by this
                                         Agreement and the consummation of the transactions contemplated by this Agreement at
                                         the Increased Amount Date do not and shall not (a) violate (i) any provision
                                         of any law, statute, ordinance, rule, regulation, or code applicable to any Loan Party,
                                         (ii) any of the Organizational Documents of any Loan Party or (iii) any order,
                                         judgment, injunction or decree of any court or other agency of government binding on
                                         any Loan Party; (b) conflict with, result in a breach of or constitute (with due
                                         notice or lapse of time or both) a default under any Contractual Obligation of any Loan
                                         Party except to the extent such conflict, breach or default would not reasonably be expected
                                         to have a Material Adverse Effect; (c) result in or require the creation or imposition
                                         of any Lien upon any of the properties or assets of any Loan Party (other than any Liens
                                         created under any of the Loan Documents in favor of the Collateral Agent on behalf of
                                         the Secured Parties); or (d) require any approval of stockholders, members or partners
                                         or any approval or consent of any Person under any Contractual Obligation of any Loan
                                         Party, except for such approvals or consents which have been obtained on or before the
                                         Restatement Effective Date and except for any such approvals or consents the failure
                                         of which to obtain shall not have a Material Adverse Effect.



		14.	Notice.
                                         For purposes of the Credit Agreement, the initial notice address of each New Term
                                         Loan Lender shall be as set forth below its signature below.



    	EXHIBIT J-4



    	 



    

		15.	Tax
                                         Forms. Each New Term Loan Lender delivered herewith to Administrative Agent are such
                                         forms, certificates or other evidence with respect to United States federal income tax
                                         withholding matters as such New Term Loan Lender may be required to deliver to Administrative
                                         Agent pursuant to subsection 2.18(c) of the Credit Agreement.



		16.	Recordation
                                         of the New Loans. Upon execution and delivery hereof, Administrative Agent will record
                                         the [Series [__]] New Term Loan Commitments made by New Term Loan Lenders in the Register.



		17.	Amendment,
                                         Modification and Waiver. This Agreement may not be amended, modified or waived except
                                         by an instrument or instruments in writing signed and delivered on behalf of each of
                                         the parties hereto.



		18.	Entire
                                         Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute
                                         the entire agreement among the parties with respect to the subject matter hereof and
                                         thereof and supersede all other prior agreements and understandings, both written and
                                         verbal, among the parties or any of them with respect to the subject matter hereof.



		19.	GOVERNING
                                         LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
                                         GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
                                         OF NEW YORK.



		20.	Severability.
                                         Any term or provision of this Agreement which is invalid or unenforceable in any
                                         jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity
                                         or unenforceability without rendering invalid or unenforceable the remaining terms and
                                         provisions of this Agreement or affecting the validity or enforceability of any of the
                                         terms or provisions of this Agreement in any other jurisdiction. If any provision of
                                         this Agreement is so broad as to be unenforceable, the provision shall be interpreted
                                         to be only so broad as would be enforceable.



		21.	Counterparts.
                                         This Agreement may be executed in counterparts, each of which shall be deemed to
                                         be an original, but all of which shall constitute one and the same agreement.



[Remainder of
page intentionally left blank]




    	EXHIBIT J-5



    	 



    

IN WITNESS
WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of [__________,
____].





	 	[NAME OF LENDER]
	 	 
	 	By: 	           
	 	 	Name:
 Title:
	 	 	 
	 	Notice Address:
	 	 
	 	Attention:

    Telephone:

    Facsimile:








	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By: 	           
	 	 	Name:
 Title:   [Authorized
    Officer]








	 	[NAME OF SUBSIDIARY]
	 	 
	 	By: 	           
	 	 	Name:
 Title:   [Authorized
    Officer]







    	EXHIBIT J-6



    	 



    

Consented to by:


BARCLAYS BANK PLC,

as Administrative Agent





	By: 	           
	 	Name:
 Title:







    	EXHIBIT J-7



    	 



    

SCHEDULE
A TO



JOINDER AGREEMENT


	Name
    of Lender	Amount
	[_________________]	 $__________
	 	 
	 	Total:  $__________


 


 




    	EXHIBIT J-8



    	 



    

EXHIBIT
K TO



CREDIT AGREEMENT


 


PREPAYMENT
NOTICE


 


Date: _______,
____


To: Barclays Bank PLC,

as Administrative Agent

Barclays Capital Services LLC


1301 Sixth Avenue


New York, NY 10019


Attention: Joe Squeri


Telephone: 212.320.6927


Email: xraUSLoanOps5@BarclaysCapital.com


 


Ladies and Gentlemen:


Reference
is made to the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be amended,
supplemented or otherwise modified, the “Credit Agreement”), by and among OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company (the “Borrower”) and a wholly-owned subsidiary of OCWEN FINANCIAL CORPORATION, a
Florida corporation (“Parent”), Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders
party thereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein
but not otherwise defined shall have the meaning given to such term in the Credit Agreement.


This
prepayment notice (this “Prepayment Notice”) is delivered to you pursuant to Section 2.11 of the Credit Agreement.
The Borrower hereby gives notice of a prepayment of Loans as follows:


 


		1.	(select
                                         Type(s) of Loans),
	 	 	 
	 	 	o
                                         Base Rate Loans in the aggregate principal amount
                                         of $________.
	 	 	 
	 	 	
o Eurodollar Rate Loans with an Interest Period ending ______, 201_ in the aggregate

	principal amount of $?________.
	
	 	 	 
	 	2.	(select
                                         type of prepayment),
	 	 	 
	 	 	o
                                         Mandatory Prepayment 
	 	 	 
	 	 	o
                                         Voluntary Prepayment 
	 	 	 
	 	3.	On
                                         __________, 201_ (a Business Day).



[Signature
Page Follows]




    	EXHIBIT K-1



    	 



    

This Prepayment
Notice and prepayment contemplated hereby comply with the Credit Agreement, including Section 2.11 of the Credit Agreement.





	 	OCWEN LOAN SERVICING, LLC
	 	 
	 	By: 	           
	 	 	Name:
 Title:   [Authorized
    Officer]



    	EXHIBIT K-2