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Changed Risks for OCWEN FINANCIAL CORP (OCN)

Our servicing business is highly dependent on our continued relationship with NRZ, our largest client NRZ-related servicing constituted approximately

If we are unable to respond effectively to routine or other regulatory examinations, our business and financial conditions may be adversely affected

GSE and Ginnie Mae initiatives and other actions may affect our financial condition and results of operations

Risks Relating to the Integration of PHH

The planned reorganization of our USVI operations could adversely affect our business and financial condition

We are exposed to liquidity, interest rate and foreign currency exchange risks among other risks

of the Ocwen servicing portfolio by UPB as of December 31, 2018 Our agreements

We are highly dependent on an experienced senior management team, including our President and Chief Executive Officer, and the loss of the services of one or more of our senior officers could have a material adverse effect on us In addition, high turnover of management and non-management employees could harm our business

The human capital and site closure components of our cost re-engineering efforts could disrupt operations, impair morale and productivity, and generate negative publicity, which could have a material adverse effect on our operations, business and financial performance

There may be material changes to the laws, regulations, rules or practices applicable to reverse mortgage programs sponsored by HUD and FHA, and securitized by Ginnie Mae, which could materially and adversely affect us and the reverse mortgage industry as a whole

Continuing uncertainties associated with the PHH acquisition may cause a loss of employees or customers and may otherwise affect the future business and operations of Ocwen and the combined company

Failure to retain the tax benefits provided by the USVI would adversely affect our financial condition and results of operations

If NRZ were to fail to comply with its servicing advance obligations under its agreements with us, it could materially and adversely affect us

The Dodd-Frank Act has significantly impacted our business and may continue to do so, and new rules and regulations or more stringent interpretations of existing rules and regulations by the CFPB could result in increased compliance costs and, potentially, regulatory action against us

We may not successfully integrate the businesses of Ocwen and PHH, which would impair our ability to return to profitability and execute on key initiatives throughout Ocwen

Ocwen assumed all of PHH’s liabilities upon completion of the PHH acquisition, which could have a material adverse effect on Ocwen’s business, financial condition, or results of operation, or could otherwise reduce the anticipated benefits to Ocwen of the acquisition

Because of certain provisions in our organizational documents and regulatory restrictions, takeovers may be more difficult, possibly preventing you from obtaining an optimal share price In addition, significant investments in our common stock may be restricted, which could impact demand for, and the trading price of, our common stock

with NRZ provide NRZ with certain termination and transfer rights Should NRZ choose to exercise these rights, we could be materially and adversely impacted due to the large proportion of our servicing portfolio to which these rights apply

GSEs or Ginnie Mae may curtail or terminate our ability to sell, service or securitize newly originated loans to them