Exhibit 10.2
Execution Copy
PLEDGE AND SECURITY AGREEMENT
dated as of February 15, 2013
among
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
7
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.
9
3.1
Security for Obligations
9
3.2
Continuing Liability Under Collateral
10
Section 4.
CERTAIN PERFECTION REQUIREMENTS.
10
4.1
Delivery Requirements
10
4.2
Control Requirements
10
4.3
Intellectual Property Recording Requirements
11
4.4
Other Actions
12
4.5
Timing and Notice
12
Section 5.
REPRESENTATIONS AND WARRANTIES.
12
5.1
Grantor Information & Status
12
5.2
Collateral Identification, Special Collateral
13
5.3
Ownership of Collateral and Absence of Other Liens
13
5.4
Status of Security Interest
14
5.5
Pledged Equity Interests, Investment Related Property
14
5.6
Intellectual Property
15
Section 6.
COVENANTS AND AGREEMENTS.
16
6.1
Grantor Information & Status
16
6.2
Collateral Identification; Special Collateral
16
6.3
Ownership of Collateral and Absence of Other Liens
17
6.4
Status of Security Interest
17
6.5
Receivables
17
6.6
Pledged Equity Interests, Investment Related Property
18
6.7
Intellectual Property
20
Section 7.
ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.
21
7.1
Access; Right of Inspection
21
7.2
Further Assurances
21
i
7.3
Additional Grantors
22
Section 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
22
8.1
Power of Attorney
22
8.2
No Duty on the Part of Collateral Agent or Secured Parties
23
Section 9.
REMEDIES.
23
9.1
Generally
23
9.2
Application of Proceeds
25
9.3
Sales on Credit
25
9.4
Investment Related Property
25
9.5
Grant of Intellectual Property License
26
9.6
Intellectual Property
26
9.7
Cash Proceeds; Deposit Accounts
27
Section 10.
COLLATERAL AGENT.
28
Section 11.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
28
Section 12.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.
29
Section 13.
KEEPWELL.
29
Section 14.
UPDATES TO EXCLUDED MSRs
29
Section 15.
MISCELLANEOUS.
30
SCHEDULE 2.2 - EXCLUDED MSRs SCHEDULE 5.1 - GENERAL INFORMATION SCHEDULE 5.2 -
COLLATERAL IDENTIFICATION SCHEDULE 5.4 - FINANCING STATEMENTS EXHIBIT A - PLEDGE
SUPPLEMENT EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT EXHIBIT C -
SECURITIES ACCOUNT CONTROL AGREEMENT EXHIBIT D - DEPOSIT ACCOUNT CONTROL
AGREEMENT EXHIBIT E - FORM OF TRADEMARK SECURITY AGREEMENT EXHIBIT F - FORM OF
COPYRIGHT SECURITY AGREEMENT EXHIBIT G - FORM OF PATENT SECURITY AGREEMENT
ii
This PLEDGE AND SECURITY AGREEMENT, dated as of February 15, 2013 (this
"Agreement"), 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, each of the other
subsidiaries of Parent or the Borrower party hereto from time to time, whether
as an original signatory hereto or as an Additional Grantor (as herein defined)
(together with the Borrower and Parent, the "Grantors" and each, a "Grantor"),
and Barclays Bank PLC, as collateral agent for the