EXHIBIT 10.22
PLEDGE AND SECURITY AGREEMENT
dated as of September 1, 2011
between
EACH OF THE GRANTORS PARTY HERETO
and
BARCLAYS BANK PLC,
as Collateral Agent
TABLE OF CONTENTS
Page
Section 1.
DEFINITIONS; GRANT OF SECURITY.
1
1.1
General Definitions
1
1.2
Definitions; Interpretation
6
Section 2.
GRANT OF SECURITY.
7
2.1
Grant of Security
7
2.2
Certain Limited Exclusions
8
Section 3.
SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.
8
3.1
Security for Obligations
8
3.2
Continuing Liability Under Collateral
9
Section 4.
CERTAIN PERFECTION REQUIREMENTS.
9
4.1
Delivery Requirements
9
4.2
Control Requirements
9
4.3
Intellectual Property Recording Requirements
10
4.4
Other Actions
11
4.5
Timing and Notice
11
Section 5.
REPRESENTATIONS AND WARRANTIES.
11
5.1
Grantor Information & Status
11
5.2
Collateral Identification, Special Collateral
12
5.3
Ownership of Collateral and Absence of Other Liens
12
5.4
Status of Security Interest
13
5.5
Pledged Equity Interests, Investment Related Property
13
5.6
Intellectual Property
14
5.7
Dormant Subsidiaries
15
Section 6.
COVENANTS AND AGREEMENTS.
15
6.1
Grantor Information & Status
15
6.2
Collateral Identification; Special Collateral
15
6.3
Ownership of Collateral and Absence of Other Liens
16
6.4
Status of Security Interest
16
6.5
Receivables
16
6.6
Pledged Equity Interests, Investment Related Property
17
6.7
Intellectual Property
19
6.8
Dormant Subsidiaries
20
i
Section 7.
ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.
20
7.1
Access; Right of Inspection
20
7.2
Further Assurances
20
7.3
Additional Grantors
21
Section 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
21
8.1
Power of Attorney
21
8.2
No Duty on the Part of Collateral Agent or Secured Parties
22
Section 9.
REMEDIES.
23
9.1
Generally
23
9.2
Application of Proceeds
24
9.3
Sales on Credit
24
9.4
Investment Related Property
24
9.5
Grant of Intellectual Property License
25
9.6
Intellectual Property
25
9.7
Cash Proceeds; Deposit Accounts
27
Section 10.
COLLATERAL AGENT.
27
Section 11.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
28
Section 12.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.
28
Section 13.
MISCELLANEOUS.
29
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
SCHEDULE 5.5 ― DORMANT SUBSIDIARIES
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - TRADEMARK SECURITY AGREEMENT
EXHIBIT F - COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
ii
This PLEDGE AND SECURITY AGREEMENT, dated as of September 1, 2011 (this
"Agreement"), between Ocwen Financial Corporation (the "Borrower"), Ocwen Loan
Servicing, LLC ("OLS") and each of the other subsidiaries of the Borrower party
hereto from time to time, whether as an original signatory hereto or as an
Additional Grantor (as herein defined) (other than the Collateral Agent, each, a
"Grantor"), and Barclays Bank PLC, as collateral agent for the Secured Parties
(as herein defined) (in such capacity as collateral agent, together with its
successors and permitted assigns, the "Collateral Agent").
RECITALS:
WHEREAS, reference is made to that certain Senior