OREANDA-NEWS. February 23, 2016. Fitch Ratings-New York-19 February 2016: Fitch Ratings has upgraded the following U.S. residential mortgage servicer ratings, and revised the Rating Outlook to Stable from Positive, for Ocwen Loan Servicing, LLC (Ocwen) as follows:

--Residential primary servicer rating for Prime product to 'RPS3-' from 'RPS4'; Outlook Stable
--Residential primary servicer rating for Alt-A product to 'RPS3-' from 'RPS4'; Outlook Stable;
--Residential primary servicer rating for Subprime product to 'RPS3-' from 'RPS4'; Outlook Stable;
--Residential primary servicer rating for HELOC product to 'RPS3-' from 'RPS4'; Outlook Stable;
--Residential primary servicer rating for Closed-end Second Lien product to 'RPS3-' from 'RPS4'; Outlook Stable;
--Residential special servicer rating to 'RSS3-' from 'RSS4'; Outlook Stable;
--Residential master servicer rating to 'RMS3-' from 'RMS4'; Outlook Stable.

The primary and special servicer rating upgrades and Stable Rating Outlook are based on Ocwen's improved governance and operational controls, refocus on private label securities (PLS) servicing, and highly integrated technology environment. However, the primary and special servicer ratings also reflect the company's high concentration of off-shore servicing operations. In addition to broadly improved governance and operational controls, the master servicer rating upgrade and Stable Rating Outlook is also based on consistent Reg AB results and reporting structure re-alignment.

Ocwen's corporate governance and operational control framework have been key factors in Fitch's servicer ratings. In its prior review, Fitch found that Ocwen's aggressive portfolio growth, staff expansion, and integration process did not result in a unified and cohesive risk management framework for its entire servicing business. While the company realized greater economies of scale as a result of its acquisitions and utilization of technology, its investment in risk management lagged. This resulted in serious deficiencies being identified by external parties and a number of regulatory settlements over the past several years. The enhancements made by Ocwen are expected to result in improved compliance and effectiveness in working within a more regulated servicing environment.

Ocwen has made notable enhancements to its 'three lines of defense' approach to risk management. The 'three lines of defense' incorporate risk management responsibility at the business unit level first; within risk management, compliance, and legal groups second; and within internal audit third. Ocwen continues to add staff to its support risk management, regulatory compliance, and internal audit functions.

All of the servicer ratings incorporate Ocwen's financial condition. In June 2015, Fitch affirmed Ocwen's long term IDR at 'B-' and revised the Rating Outlook for the IDR to Stable from Negative. Additional information regarding Ocwen is available on Fitch's website at www.fitchratings.com.

As announced in December 2014, Ocwen initiated a strategy of selling a significant portion of its agency MSRs in order to concentrate its servicing operations on the PLS market. In 2015, the company sold MSRs on approximately \\$90 billion in unpaid balance (UPB) of mostly performing agency loans.

Ocwen is currently constrained from acquiring any additional mortgage servicing rights (MSRs) in connection with its consent order with the New York Department of Financial Services (NY DFS) entered into in December 2014 and its consent order with the Department of Business Oversight of the State of California (CA DBO) entered into in January 2015.

Ocwen utilizes highly integrated systems, resulting in a strong technology environment. The company's primary and special servicing operations leverage a number of systems from Altisource Portfolio Solutions S.A. (Altisource), including its core servicing system REALServicing. Ocwen continues to utilize a high concentration of off-shore resources in its primary and special servicing operations. Approximately 82% of the residential servicing staff is located off-shore, an increase from 76% at the time of Fitch's prior review. Some servicing functions are almost entirely off-shore.

Since Fitch's prior review, Ocwen's master servicing operation has been re-aligned under the company's EVP and Chief Investment Officer. Previously, master servicing reported to the EVP and Chief Servicing Officer. Fitch believes that the re-alignment may allow master servicing to have a greater degree of independence regarding the oversight of Ocwen's own primary and special servicing operations.

The most recent Reg AB report for the master servicing operation did not contain any instances of material noncompliance. Master servicing has reported no instances of material non-compliance with Reg AB requirements for the past seven years.

As of Dec. 31, 2015, Ocwen's primary and special servicing portfolio was comprised of 1.6 million loans totaling \\$245.3 billion, a decrease from 2.4 million loans totaling \\$387.8 billion as of Dec. 31, 2014. This includes 1.1 million loans totaling \\$175.9 billion in non-agency RMBS transactions. The portfolio includes 5.3% non-agency first lien prime, 10.8% first lien Alt-A, 39.4% first lien subprime, 2.1% HELOC, and 2.6% closed-end second liens, by loan count. The special servicing portfolio consisted of approximately 27,000 loans totaling \\$5.8 billion.

As of Dec. 31, 2015, Ocwen master serviced over 246,000 loans totaling \\$30.5 billion, a decrease from over 289,000 loans totaling \\$36.9 billion. This includes approximately 240,000 loans in 644 PLS transactions.

Fitch rates residential mortgage primary, master, and special servicers on a scale of 1 to 5, with 1 being the highest rating. Within some of these rating levels, Fitch further differentiates ratings by plus (+) and minus (-) as well as the flat rating. For more information on Fitch's residential servicer rating program, please see Fitch's report 'Rating Criteria for U.S. Residential and Small Balance Commercial Mortgage Servicers', dated April 23, 2015 which is available on the Fitch Ratings web site at 'www.fitchratings.com'.