Exhibit 10.1


 





NEW YORK
STATE


DEPARTMENT
OF FINANCIAL SERVICES 


	 

                                                                                                                                                                                                                      In the Matter of

         

        OCWEN FINANCIAL CORPORATION,

        OCWEN LOAN SERVICING, LLC

         



 


CONSENT
ORDER PURSUANT TO NEW YORK BANKING LAW § 44


 


The New York
State Department of Financial Services (the “Department”) and Ocwen Financial Corporation, the parent company of Ocwen
Loan Servicing, LLC (together, “Ocwen”), (collectively, the “Parties”) stipulate that:


 


WHEREAS, Ocwen
is the fourth largest mortgage loan servicer and the largest servicer of subprime loans in the United States, servicing an unpaid
principal balance (“UPB”) of approximately $430 billion. In New York alone, Ocwen services nearly 130,000 residential
home loans with a total UPB of more than $30 billion.


 


WHEREAS,
Ocwen is a New York State-licensed mortgage banker and mortgage loan servicer, pursuant to the New York Banking Law, and the
Department is responsible for its supervision and regulation;



    	1



    	 



    




WHEREAS, in
the last five years, Ocwen has acquired mortgage servicing rights (“MSRs”) for hundreds of billions of dollars in
UPB from several major servicers, including Litton Loan Servicing LP (“Litton”), Saxon Mortgage Services, Inc. (“Saxon”),
and Homeward Residential Holdings, Inc. (“Homeward”);


 


WHEREAS, in
2010 and 2011, the multistate examinations of Ocwen, Litton, and Homeward identified numerous and significant violations of New
York State laws and regulations;


 


WHEREAS, on
September 1, 2011, in connection with Ocwen’s acquisition of Litton and amid concerns regarding Ocwen’s rapid growth
and capacity to properly acquire and service a significant portfolio of distressed home loans, Ocwen and the Department entered
into an Agreement on Mortgage Servicing Practices (the “2011 Agreement”), which required Ocwen to adhere to certain
servicing practices in the best interest of borrowers and investors;


 


WHEREAS, a
June 2012 targeted examination of Ocwen revealed that Ocwen violated the 2011 Agreement;


 


WHEREAS, as
a result of Ocwen’s violation of the 2011 Agreement, Ocwen entered into a Consent Order with the Department on December
5, 2012, which required Ocwen to retain an independent compliance monitor (the “Compliance Monitor”) for two years
to conduct a comprehensive review of Ocwen’s servicing operations;


 


WHEREAS, the
Department and the Compliance Monitor identified numerous and significant additional violations of the 2011 Agreement, as well
as New York State laws and regulations;


 


NOW, THEREFORE,
to resolve this matter, the Parties agree to the following:


 


Facts


 


1.                 
Ocwen has grown more than ten-fold in the last several years. Beginning in 2009, Ocwen significantly expanded its servicing operations
through the acquisition of several major servicers of home loans, as well as the acquisition of MSRs for hundreds of billions
of dollars in UPB. From the end of 2009 to the end of 2013, Ocwen’s servicing portfolio grew from 351,595 residential loans
with an aggregate UPB of $50 billion to 2,861,918 residential loans with an aggregate UPB of $464.7 billion.



    	2



    	 



    




2.                 
In 2010 and 2011, the Department participated in a multistate examination of Ocwen, as well as examinations of Litton and Homeward,
the entities ultimately acquired by Ocwen. The examination of Ocwen identified, among other things, deficiencies in Ocwen’s
servicing platform and loss mitigation infrastructure, including (a) robo-signing, (b) inaccurate affidavits and failure to properly
validate document execution processes, (c) missing documentation, (d) wrongful foreclosure, (e) failure to properly maintain books
and records, and (f) initiation of foreclosure actions without proper legal standing.


 


3.                 
The examinations of Litton and Homeward identified substantial deficiencies, weaknesses, and violations of laws and regulations
relating to, among other things, foreclosure governance, implementation of modification programs, record keeping, required notifications,
and the charging of unallowable fees. 


 


4.                 
The examination of Litton also revealed that, prior to Ocwen’s acquisition of Litton, members of Litton’s information
technology staff falsified documents provided to the Department during the review of Litton’s information technology infrastructure.



 


5.                 
In connection with Ocwen’s acquisition of Litton in 2011 and in light of the examination findings for both Ocwen and Litton,
the Department sought to ensure that Ocwen had sufficient capacity to properly acquire and manage a significant portfolio of distressed
loans, including the ability to effectively manage the increased volume and comply with requirements under the federal Home Affordable
Modification Program, internal loss mitigation policies and procedures, and laws and regulations governing mortgage loan servicing
and foreclosure activities.



    	3



    	 



    




6.                 
To that end, Ocwen and the Department entered into an Agreement on Mortgage Servicing Practices on September 1, 2011, which required
Ocwen to: (a) establish and maintain sufficient capacity to properly acquire and manage its significant portfolio of distressed
loans to ensure a smooth borrower transition; (b) engage in sound document execution and retention practices to ensure that mortgage
files are accurate, complete, and reliable; and (c) implement a system of robust internal controls and oversight with respect
to mortgage servicing practices performed by its staff and third party vendors to prevent improper foreclosures and maximize struggling
borrowers’ opportunities to keep their homes. 


 


7.                 
In June 2012, the Department conducted a targeted examination of Ocwen to assess its compliance with the 2011 Agreement and Part
419 of the Superintendent’s Regulations, which governs business conduct rules for servicers. The examination identified
gaps in the servicing records of certain loans that indicated repeated non-compliance by Ocwen, including: (a) failing to send
borrowers a 90-day notice prior to commencing a foreclosure action as required under New York Real Property Actions and Proceedings
Law (“RPAPL”) § 1304, (b) commencing foreclosure actions on subprime loans without affirmatively alleging
in the complaint that Ocwen had standing to bring the foreclosure action as required by RPAPL § 1302, and (c) commencing
foreclosure actions without sufficient documentation of its standing to do so.


 


8.                 
The targeted examination also identified instances that indicated widespread non-compliance with the 2011 Agreement including:
(a) failing to provide borrowers with the direct contact information for their designated single point of contact, a customer
care representative whose role is to understand each assigned borrower’s circumstances and history to ensure that the borrower
receives efficient and consistent customer care; (b) dual-tracking; (c) failing to conduct an independent review of loan modification
denials; (d) failing to demonstrate adoption of policies and procedures to effectively track sanctioned third-party vendors, including
local foreclosure counsel; (e) failing to demonstrate implementation of policies and procedures to verify borrower information
on newly boarded accounts to accurately reflect the status and current balance of the borrower’s account; and (f) failing
to ensure that trial or permanent modifications granted to borrowers by a prior servicer are honored upon transfer to Ocwen.



    	4



    	 



    




9.                 
Consequently, on December 5, 2012, Ocwen entered into a Consent Order with the Department, which required Ocwen to retain an independent
compliance monitor for two years. The Consent Order mandated that the Compliance Monitor, which would report directly to the Department,
would “conduct a comprehensive review . . . of Ocwen’s servicing operations, including its compliance program and
operational policies and procedures.” The review would, at a minimum, consider (a) the adequacy of Ocwen’s staffing
levels, (b) the robustness of Ocwen’s established policies and procedures, (c) the fairness of servicing fees and foreclosure
charges, (d) the accuracy of borrower account information, (e) Ocwen’s compliance with federal and state law, (f) borrower
complaints and recordings of customer service, and (g) Ocwen’s compliance with the Agreement. 


 


10.             
The Compliance Monitor began work in July 2013.


 


11.             
In the course of the Compliance Monitor’s review, it identified numerous and significant violations of the 2011 Agreement,
as well as New York State laws and regulations.


 


12.             
For example, a limited review by the Compliance Monitor of 478 New York loans that Ocwen had foreclosed upon revealed 1,358 violations
of Ocwen’s legal obligations, or about three violations per foreclosed loan. These violations included:


 


		·	failing
to confirm that it had the right to foreclose before initiating foreclosure proceedings;



 


		·	failing
to ensure that its statements to the court in foreclosure proceedings were correct;




    	5



    	 



    




		·	pursuing
foreclosure even while modification applications were pending (“dual tracking”);



 


		·	failing
to maintain records confirming that it is not pursuing foreclosure of servicemembers on active duty; and



		·	failing
to assign a designated customer care representative.






 


13.             
The Department and the Compliance Monitor also identified, among other things, (a) inadequate and ineffective information technology
systems and personnel, and (b) widespread conflicts of interest with related parties. 


 


Inadequate
and Ineffective Information Technology Systems and Personnel


 


14.             
In the course of its review, the Compliance Monitor determined that Ocwen’s information technology systems are a patchwork
of legacy systems and systems inherited from acquired companies, many of which are incompatible.  A frequent occurrence is
that a fix to one system creates unintended consequences in other systems.  As a result, Ocwen regularly gives borrowers
incorrect or outdated information, sends borrowers backdated letters, unreliably tracks data for investors, and maintains inaccurate
records.  There are insufficient controls in place—either manual or automated—to catch all of these errors and
resolve them. 


 


15.             
For example, Ocwen’s systems have been backdating letters for years. In many cases, borrowers received a letter denying
a mortgage loan modification, and the letter was dated more than 30 days prior to the date that Ocwen mailed the letter. These
borrowers were given 30 days from the date of the denial letter to appeal that denial, but those 30 days had already elapsed by
the time they received the backdated letter. In other cases, Ocwen’s systems show that borrowers facing foreclosure received
letters with a date by which to cure their default and avoid foreclosure—and the cure date was months prior to receipt of
the letter. Ocwen’s processes failed to identify and remedy these errors. 



    	6



    	 



    




16.             
Moreover, Ocwen failed to fully investigate and appropriately address the backdating issue when an employee questioned the accuracy
of Ocwen’s letter dating processes and alerted the company’s Vice President of Compliance. Ocwen ignored the issue
for five months until the same employee raised it again. While Ocwen then began efforts to address the backdating issue, its investigation
was incomplete and Ocwen has not fully resolved the issue to date, more than a year after its initial discovery.


 


17.             
Ocwen’s core servicing functions rely on its inadequate systems. Specifically, Ocwen uses comment codes entered either manually
or automatically to service its portfolio; each code initiates a process, such as sending a delinquency letter to a borrower,
or referring a loan to foreclosure counsel. With Ocwen’s rapid growth and acquisitions of other servicers, the number of
Ocwen’s comment codes has ballooned to more than 8,400 such codes. Often, due to insufficient integration following acquisitions
of other servicers, there are duplicate codes that perform the same function. The result is an unnecessarily complex system of
comment codes, including, for example, 50 different codes for the single function of assigning a struggling borrower a designated
customer care representative.


 


18.             
Despite these issues, Ocwen continues to rely on those systems to service its portfolio of distressed loans. Ocwen’s reliance
on technology has led it to employ fewer trained personnel than its competitors. For example, Ocwen’s Chief Financial Officer
recently acknowledged, in reference to its offshore customer care personnel, that Ocwen is simply “training people to read
the scripts and the dialogue engines with feeling.” Ocwen’s policy is to require customer support staff to follow
the scripts closely, and Ocwen penalizes and has terminated customer support staff who fail to follow the scripts that appear
on their computer screens. In some cases, this policy has frustrated struggling borrowers who have complex issues that exceed
the bounds of a script and have issues speaking with representatives at Ocwen capable of addressing their concerns. Moreover,
Ocwen’s customer care representatives in many cases provide conflicting responses to a borrower’s question. Representatives
have also failed in many cases to record in Ocwen’s servicing system the nature of the concerns that a borrower has expressed,
leading to inaccurate records of the issues raised by the borrower.



    	7



    	 



    




19.             
Ocwen’s inadequate infrastructure and ineffective personnel have resulted in Ocwen’s failure to fulfill its legal
obligations. Prior to the Department’s and the Compliance Monitor’s review, Ocwen did not take adequate steps to implement
reforms that it was legally obligated to implement pursuant to the 2011 Agreement. 





Widespread
Conflicts of Interest with Related Parties


20.             
The Department’s review of Ocwen’s mortgage servicing practices also uncovered a number of conflicts of interest between
Ocwen and four other public companies (the “related parties”),1 all of which are chaired by Mr. Erbey,
who is also the largest individual shareholder of each and the Executive Chairman of Ocwen. In addition to serving as chairman
of the board for Ocwen and each related company, Mr. Erbey’s holdings in these companies total more than $1 billion. Other
Ocwen executives and directors also own significant investments in both Ocwen and the related parties. Yet, Ocwen does not have
a written policy that explicitly requires potentially conflicted employees, officers, or directors to recuse themselves from involvement
in transactions with the related companies. 


 





 









		1	The
                                         related parties are, as of the date of this Consent Order, Altisource Portfolio Solutions,
                                         S.A. (“Altisource Portfolio”), Altisource Residential Corporation, Altisource
                                         Asset Management Corporation, and Home Loan Servicing Solutions Ltd., and any of their
                                         affiliates, predecessors and successors in interest, both past and present, and any of
                                         their officers, directors, partners, employees, consultants, representatives, and agents
                                         or other persons and entities acting under their control or on their behalf.









    	8



    	 



    




21.             
Despite Mr. Erbey’s holdings in these companies, Mr. Erbey has not in fact recused himself from approvals of several transactions
with the related parties. Mr. Erbey, who owns approximately 15% of Ocwen’s stock, and nearly double that percentage of the
stock of Altisource Portfolio, has participated in the approval of a number of transactions between the two companies or from
which Altisource received some benefit, including the renewal of Ocwen’s forced placed insurance program in early 2014.



 


22.             
Ocwen’s close business relationship with related companies is particularly evident in its relationship with Altisource Portfolio,
which has dozens of subsidiaries that perform fee-based services for Ocwen. In one example, Altisource Portfolio subsidiary Hubzu,
an online auction site, hosts nearly all Ocwen auctions. In certain circumstances, Hubzu has charged more for its services to
Ocwen than to other customers—charges which are then passed on to borrowers and investors. Moreover, Ocwen engages Altisource
Portfolio subsidiary REALHome Services and Solutions, Inc. as its default real estate agency for short sales and investor-owned
properties, even though this agency principally employs out-of-state agents who do not perform the onsite work that local agents
perform, at the same cost to borrowers and investors.


 


23.             
Conflicts of interest are evident at other levels of the Ocwen organization. For example, during its review, the Monitor discovered
that ‎Ocwen’s Chief Risk Officer concurrently served as the Chief Risk Officer of Altisource Portfolio. The Chief Risk
Officer reported directly to Mr. Erbey in both capacities. This individual seemed not to appreciate the potential conflicts of
interest posed by this dual role, which was of particular concern given his role as Chief Risk Officer.



    	9



    	 



    




Settlement
Provisions


 





Monetary Payment


 


24.             
Ocwen will pay the amount of $150 million as follows:


 



		a.       	$100
                                         million paid to the Department by December 31, 2014, as a civil monetary penalty pursuant
                                         to New York Banking Law § 44, to be used by the State of New York for housing, foreclosure
                                         relief, and community redevelopment programs supporting New York’s housing recovery;
                                         and
	 	 	 



		b.       	$50
                                         million deposited into an interest-bearing escrow account by December 31, 2014, to be
                                         paid as restitution to current and former Ocwen-serviced borrowers in New York, as follows:
	 	 	 



		i.	$10,000
                                         to each borrower whose home was foreclosed upon by Ocwen between January 1, 2009, and
                                         the date of this Consent Order; and
	 	 	 



		ii.	The
                                         balance of the $50 million to be distributed equally among borrowers who had foreclosure
                                         actions filed against them by Ocwen between January 1, 2009, and the date of this Consent
                                         Order, but in which Ocwen did not complete such foreclosure.






 


25.             
Ocwen agrees that it will not claim, assert, or apply for a tax deduction or tax credit with regard to any U.S. federal, state,
or local tax, directly or indirectly, for any portion of the amount paid pursuant to this Consent Order.


 


Borrower Assistance


 


26.             
For borrowers receiving payments pursuant to Paragraph 24(b)(ii), Ocwen will evaluate such borrowers for all applicable modifications
and other foreclosure alternatives in light of their improved financial condition resulting from such payment.



    	10



    	 



    




27.             
Beginning sixty (60) days after the date of execution of the Consent Order, and for a period of two years thereafter, Ocwen will
provide upon request by a New York borrower that borrower’s complete loan file, which includes all information from all
systems, including comment codes, at no cost to the borrower, regardless of whether such borrower’s loan is still serviced
by Ocwen. 


 


28.             
Beginning sixty (60) days after the date of execution of the Consent Order, Ocwen will provide every New York borrower who is
denied a modification, short sale, or deed-in-lieu of foreclosure, a detailed explanation of the reasons for denial. 


 


29.             
Beginning sixty (60) days after the date of execution of this Consent Order, for all New York borrowers who have been reported
negatively by Ocwen to credit agencies since January 1, 2010, Ocwen will provide upon request at no cost a copy of such borrower’s
credit report (including credit scores) no more than once a year, regardless of whether such borrower’s loan is still serviced
by Ocwen. Ocwen will make sufficient staff available for borrowers to inquire about their credit reporting and will dedicate the
resources necessary to investigate such inquiries and promptly correct any errors.


 


30.             
The Operations Monitor will oversee Ocwen’s compliance with these borrower assistance provisions and will work with Ocwen
to develop appropriate procedures for such compliance.


 


Operations Monitor


 


31.             
The Department will select in its sole discretion an independent on-site operations monitor (the “Operations Monitor”)
that will report directly to the Department.



    	11



    	 



    




32.             
The Operations Monitor will review and assess the adequacy and effectiveness of Ocwen’s operations. Such an assessment will
include but is not limited to the following areas:


 


		a.         	Information
                                         technology systems and personnel, including with respect to record keeping and borrower
                                         communications;
	 	 	 



		b.         	Number
                                         of personnel and the training and expertise of its personnel in all servicing operations;
	 	 	 



		c.         	Onboarding
                                         process for newly acquired mortgage servicing rights, including Ocwen’s ability
                                         to onboard newly acquired MSRs without interruption to servicing newly acquired loans
                                         or its existing loan portfolio;
	 	 	 



		d.         	Controls
                                         in identifying and correcting errors made by Ocwen’s personnel or systems;
	 	 	 



		e.         	Risk
                                         management functions;
	 	 	 



		f.         	Contracts
                                         or proposed contracts with third parties, including but not limited to related parties;
	 	 	 



		g.         	Fees
                                         charged by Ocwen to borrowers or mortgage investors; and
	 	 	 



		h.         	The
                                         Ocwen borrower experience.
	 	 	 











33.             
The Operations Monitor will identify the criteria for determining what constitutes a “related party” for purposes
of compliance with this Consent Order. 


 


34.             
The purview of the Operations Monitor will extend to all matters directly or indirectly affecting New York borrowers, including
matters that affect borrowers in all states or in multiple states that include New York.


 


35.             
The Operations Monitor will identify needed corrective measures to address identified weaknesses and deficiencies in Ocwen’s
operations, make recommendations to Ocwen and to the Superintendent, and oversee implementation of reforms. The Operations Monitor
will also develop benchmarks against which to assess Ocwen’s progress in complying with recommended corrective measures.



    	12



    	 



    




36.             
The Operations Monitor will review and assess Ocwen’s current committees of the Board of Directors. Ocwen Financial Corporation’s
Board of Directors (the “Board”) will consult with the Operations Monitor concerning, among other things, the structure,
composition, and reporting lines of such committees, and whether certain committees should be either disbanded or created.


 


37.             
The Board will consult with the Operations Monitor to determine which decisions should be committed to the specific oversight
of the Board’s independent directors, or a committee comprised of such independent directors, including, but not limited
to: 


 


		a.         	Approval
                                         of transactions with related parties;
	 	 	 



		b.         	Approval
                                         of transactions to acquire mortgage servicing rights, sub-servicing rights, or otherwise
                                         to increase the number of loans serviced by Ocwen;
	 	 	 



		c.         	Approval
                                         of new relationships with third-party vendors;
	 	 	 



		d.         	Determinations
                                         as to whether Ocwen’s servicing, compliance, and information technology functions
                                         are adequately staffed;
	 	 	 



		e.         	Determinations
                                         as to whether Ocwen’s servicing, compliance, and information technology personnel
                                         are adequately trained;
	 	 	 



		f.         	Determinations
                                         as to whether Ocwen’s information technology infrastructure and ongoing investment
                                         in information technology systems are adequate;
	 	 	 



		g.         	Determinations
                                         as to whether Ocwen is adequately addressing the issues identified by the Operations
                                         Monitor and the Compliance Monitor; and
	 	 	 



		h.         	Determinations
                                         as to whether Ocwen is treating borrowers fairly and is communicating with borrowers
                                         appropriately.













    	13



    	 



    

38.             
The Board will consult with the Operations Monitor to determine whether any member of senior management should be terminated or
whether additional officers should be retained to achieve the goals of complying with this Consent Order, and all applicable laws,
regulations, and agreements, as well as creating a corporate culture of ethics, integrity, compliance, and responsiveness to borrowers.


 


39.             
Ocwen may acquire MSRs upon (a) meeting benchmarks developed by the Operations Monitor concerning the adequacy of Ocwen’s
onboarding process for newly acquired MSRs and its ability to adequately service both those newly acquired MSRs and its existing
loan portfolio, and (b) the Department’s approval, not to be unreasonably withheld. The Operations Monitor will act with
reasonable expedition to develop such benchmarks in consultation with Ocwen. These benchmarks will address, at a minimum, the
following: 








 


		a.         	The
                                         development and implementation of a satisfactory compliance plan;
	 	 	 



		b.         	The
                                         development and implementation of a plan to resolve record-keeping and borrower communication
                                         issues;
	 	 	 



		c.         	The
                                         reasonableness of fees and expenses charged to borrowers and mortgage investors, including
                                         those charged directly or indirectly by related parties;
	 	 	 



		d.         	The
                                         development and performance of a risk assessment to identify potential risks and deficiencies
                                         in the onboarding process; and
	 	 	 



		e.         	The
                                         development of a written onboarding plan that addresses potential risks and deficiencies,
                                         including testing and quality control review periodically during the onboarding process.











    	14



    	 



    




40.             
The Operations Monitor will semi-annually review and approve Ocwen’s benchmark pricing and performance studies with respect
to all fees or expenses charged to New York borrowers by any related party. 


 


41.             
The Operations Monitor will oversee and ensure Ocwen’s implementation and adherence to the terms of this Consent Order.


 


42.             
Within one hundred twenty (120) days of the date of the formal engagement of the Operations Monitor, the Operations Monitor will
submit to the Parties a preliminary written report of findings, including, to the extent the Operations Monitor has had the opportunity
to develop them, any proposed corrective measures and associated benchmarks (the “Operations Report”). The Operations
Monitor will submit written monthly action progress reports (“Progress Reports”) to the Parties. On a quarterly basis,
starting ninety (90) days from the date of the first Operations Report, the Operations Monitor will issue an Operations Report
covering the three-month period immediately preceding.


 


43.             
Ocwen agrees to cooperate fully with the Operations Monitor by, including but not limited to, providing the Operations Monitor
access to all relevant personnel and records necessary on a real-time basis, including those at any overseas locations, and including
information on business decisions pertinent to the work of the Operations Monitor currently pending or recently made by Ocwen
management or its Board of Directors, to allow the Operations Monitor to fulfill its duties. 


 


44.             
Any dispute as to the scope of the Operations Monitor’s authority will be resolved by the Department in the exercise of
its sole discretion after appropriate consultation with Ocwen and/or the Operations Monitor.


 


45.             
Ocwen will pay all reasonable and necessary costs of the Operations Monitor.



    	15



    	 



    




46.             
The terms of the Operations Monitor will extend for a period of twenty-four (24) months from the date of formal engagement which
shall be no later than May 1, 2015. The Department may, in its sole discretion, extend the engagement another twelve (12) months
if the Department determines that Ocwen has not sufficiently achieved benchmarks identified by the Operations Monitor.


 


Compliance Monitor 


 


47.             
The Compliance Monitor will remain engaged for at least three (3) months from the execution of this Consent Order. The Department
may, in its sole discretion, extend the engagement of the Compliance Monitor for a period not to exceed an additional three (3)
months. 


 


48.             
Following completion of the Compliance Monitor’s engagement, the Operations Monitor may call upon the Compliance Monitor
to perform work that draws on the Compliance Monitor’s institutional knowledge of Ocwen.


 


49.             
Prior to the Operations Monitor’s engagement and for a short transitional period thereafter not to exceed forty-five (45)
days, the Department may in its sole discretion direct the Compliance Monitor to fill any of the roles of the Operations Monitor
described in this Consent Order.


 


Board of Directors


 


50.             
Ocwen Financial Corporation will expand its Board of Directors by two independent board members (the “Additional Directors”)
in consultation with the Compliance Monitor or the Operations Monitor.


 


51.             
The Additional Directors will not own equity in any related party.


 


52.             
Ocwen’s Board will contain no more than two executive directors at any time.



    	16



    	 



    




Conflicts of Interest


 


53.             
With respect to mortgage loans serviced by Ocwen, Ocwen will conduct semi-annual benchmarking studies of pricing and performance
standards with respect to all fees or expenses charged to New York borrowers or to investors on New York property by any related
party, to determine whether the terms offered by the related party are commensurate with market rates or, if market rates are
not available, are reasonably related to actual expenses incurred by the related party. Maximum rates for services that are established
by government-sponsored enterprises or other investors may not be presumed to be the market rate and may not substitute for actual
assessment of market rates.


 


54.             
Ocwen will not share any common officers or employees with any related party. 


 


55.             
Ocwen will not share risk, internal audit, or vendor oversight functions with any related party.


 


56.             
Any Ocwen employee, officer, or director owning more than $200,000 equity ownership in any related party will be recused from
negotiating, or voting to approve a transaction with the related party in which the employee, officer, or director has such equity
ownership, or any transaction that indirectly benefits such related party if such transaction involves revenues or expense to
Ocwen or a related party of $120,000 or more. 


 


Management Changes


 


57.             
Effective January 16, 2015, William Erbey will resign from his position as Executive Chairman of Ocwen, his position as Chairman
of the Board of Directors of Altisource Portfolio, his position of Chairman of the Board of Directors of Altisource Residential
Corporation, his position of Chairman
of the Board of Directors of Altisource Asset Management Corporation, and his position of Chairman of the Board of Directors of
Home Loan Servicing Solutions Ltd. Mr. Erbey will have no directorial, management, oversight, consulting, or any other role at
Ocwen or any related party, or at any of Ocwen’s or the related parties’ affiliates or subsidiaries as of the date
of his resignation. Effective at his resignation, Ocwen’s Board members and management will not disclose to Mr. Erbey any
non-public information about Ocwen that is not available to other shareholders. In the event that Ocwen discovers a violation
of the terms of this Paragraph, Ocwen will notify the Department of the violation within three (3) business days of discovery.



    	17



    	 



    




No Indemnification


 


58.             
Neither Ocwen, nor any of its parents or affiliates will, collectively or individually, seek or accept, directly or indirectly,
reimbursement or indemnification, including, but not limited to, payment made pursuant to any insurance policy, or from any of
its parents or affiliates, with regard to any or all of the amounts payable pursuant to this Consent Order. 


 


Breach of Consent Order


 


59.             
In the event that the Department believes Ocwen to be in material breach of this Consent Order (“Breach”), the Department
will provide written notice to Ocwen, and Ocwen must, within ten (10) business days of receiving such notice, or on a later date
if so determined in the Department’s sole discretion, appear before the Department to demonstrate that no Breach has occurred
or, to the extent pertinent, that the Breach has been cured.


 


60.             
The parties understand and agree that Ocwen’s failure to make the required showing within the designated time period will
be presumptive evidence of Ocwen’s Breach. Upon a finding of Breach, the Department has all the remedies available to it
under the New York Banking and Financial Services Laws and may use any evidence available to the Department in any ensuing hearings,
notices, or orders.



    	18



    	 



    




Wavier of Rights 


61.             
The parties understand and agree that no provision of this Consent Order is subject to review in any court or tribunal outside
the Department.





Parties Bound by the Consent
Order 


62.             
This Consent Order is binding on the Department and Ocwen, as well as Ocwen’s successors and assigns that are under the
Department’s supervisory authority. This Consent Order does not bind any federal or other state agency or any law enforcement
authority. 


 


63.             
Except as set forth in Paragraphs 64 and 65, no further action will be taken by the Department against Ocwen for the matters set
forth in this Consent Order, provided that Ocwen complies with the terms of the Consent Order.


 


64.             
Nothing in this Consent Order shall excuse Ocwen from paying required restitution to any borrowers harmed by its improper or illegal
conduct, including the backdating of letters to borrowers. To the extent a borrower entitled to restitution has received a cash
payment pursuant to this Consent Order, Ocwen may offset such payment against the restitution owed to such borrower.


 


65.             
Notwithstanding any other provision in this Consent Order, the Department may undertake additional action against Ocwen for transactions
or conduct that: (a) are not set forth in this Consent Order; (b) Ocwen did not disclose to the Compliance Monitor or the Department
in connection with the Department’s investigation into these matters; and (c) that the Department and Compliance Monitor
were not otherwise aware of in connection with the Department’s investigation and the work of the Compliance Monitor.



    	19



    	 



    




Notices 


66.             
All notices or communications regarding this Consent Order will be sent to:


 


For the Department:





Daniel Burstein

Executive Deputy Superintendent


Real Estate Finance Division


New York State Department
of Financial Services


One State Street


New York, NY 10004


For Ocwen:





Timothy M. Hayes


Executive Vice President and
General Counsel


Ocwen Financial Corporation


1661 Worthington Road #100


West Palm Beach, FL 33409 





Miscellaneous 


67.             
Each provision of this Consent Order will remain effective and enforceable until stayed, modified, suspended, or terminated by
the Department.


 


68.             
No promise, assurance, representation, or understanding other than those contained in this Consent Order has been made to induce
any party to agree to the provisions of the Consent Order.


 


IN WITNESS WHEREOF, the parties
have caused this Consent Order to be signed this 19th day of December, 2014.





	 	 	 	 	 
	OCWEN
    FINANCIAL CORPORATION	 	NEW
    YORK STATE DEPARTMENT OF

    FINANCIAL SERVICES
	 	 	 
	By:	/s/ Ronald
    Faris	 	By:	/s/ Benjamin
    M. Lawsky
	RONALD
    FARIS	 	Benjamin
    M. Lawsky
	President
    and Chief Executive Officer	 	Superintendent
    of Financial Services
	 	 	 
	OCWEN
    LOAN SERVICING, LLC	 	 
	 	 	 
	By:	/s/ Timothy
    M. Hayes	 	 
	TIMOTHY
    M. HAYES	 	 
	Executive
    Vice President	 	 



    	20