or
supplemented, the "Security 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, the other Grantors named therein, and BARCLAYS BANK PLC, as the
Collateral Agent (together with its successors and assigns, the "Collateral
Agent"). Capitalized terms used herein not otherwise defined herein shall have
the meanings ascribed thereto in the Security Agreement.
The Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of, and does hereby grant to the Collateral Agent, a security
interest in all of the Grantor's right, title and interest in, to and under all
Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Grantor now has or hereafter acquires an interest
and wherever the same may be located. The Grantor represents and warrants that
the attached Supplements to the Schedules of the Security Agreement accurately
and completely set forth all additional information required to be provided
pursuant to the Security Agreement and hereby agrees that such Supplements to
Schedules of the Security Agreement shall constitute part of the Schedules to
the Security Agreement.
THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).
[Remainder of page intentionally left blank]
Exhibit A-1
IN WITNESS WHEREOF, the Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of [mm/dd/yy].
[NAME OF GRANTOR] By:
Name:
Title:
Exhibit A-1
SUPPLEMENT TO SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT
Additional Information:
GENERAL INFORMATION
(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief
Executive Office/Sole Place of Business (or Residence if Grantor is a Natural
Person) and Organizational Identification Number of each Grantor:
Full Legal Name
Type of Organization
Jurisdiction of
Organization
Chief Executive
Office/Sole Place
of
Business (or Residence
if Grantor is a
Natural Person)
Organization I.D.#
(B) Other Names (including any Trade Name or Fictitious Business Name) under
which each Grantor currently conducts business:
Full Legal Name
Trade Name or Fictitious Business Name
(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or
Sole Place of Business (or Principal Residence if Grantor is a Natural Person)
and Corporate Structure within past five (5) years:
Grantor
Date of Change
Description of Change
Exhibit A-2
SUPPLEMENT TO SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
I. INVESTMENT RELATED PROPERTY
(A) Pledged Stock:
Grantor
Stock Issuer
Class of
Stock
Certificated
(Y/N)
Stock