AMENDED AND RESTATED
                              ARTICLES OF INCORPORATION
                                          OF
                             OCWEN FINANCIAL CORPORATION
 
                                      ARTICLE I
 
                                    CORPORATE NAME
 
 
The name of this corporation is:
 
                             Ocwen Financial Corporation
 
 
                                      ARTICLE II
 
 
                                   PRINCIPAL OFFICE
 
The address of the principal office and the mailing address of this corporation
are:
 
                 1675 Palm Beach Lakes Boulevard
                 West Palm Beach, Florida 33401
 
                                     ARTICLE III
 
                                    CAPITAL STOCK
 
     The total number of shares of all classes of capital stock that this
corporation shall have authority to issue shall be 220,000,000, of which
200,000,000 shares shall be shares of Common Stock, par value $.01 per share,
and 20,000,000 shares shall be shares of Preferred Stock, par value $.01 per
share.
 
     The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:
 
     (A)   The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, or without voting powers,
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not stated and expressed
in these Articles of Incorporation, or any amendment thereto, including (but
without limiting the generality of the foregoing) the following:
    
 
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           (1)   the designation of and number of shares constituting such
                 series;
 
           (2)   the dividend rate of such series, the conditions and dates
                 upon which such dividends shall be payable, the preference or
                 relation which such dividends shall bear to the dividends
                 payable on any other class or classes or of any other series
                 of capital stock, and whether such dividends shall be
                 cumulative or non-cumulative;
 
           (3)   whether the shares of such series shall be subject to
                 redemption by this corporation, and, if made subject to such
                 redemption, the times, prices and other terms and conditions
                 of such redemption;
 
           (4)   the terms and amounts of any sinking fund, if any, provided
                 for the purchase or redemption of the shares of such series;
 
           (5)   whether or not the shares of such series shall be convertible
                 into or exchangeable for shares of any other class or classes
                 or of any other series of any class or classes of capital
                 stock of this corporation, and, if provision be made for
                 conversion or exchange, the times, prices, rates, adjustments
                 and other terms and conditions of such conversion or exchange;
 
           (6)   the extent, if any, to which the holders of the shares of such
                 series shall be entitled to vote as a class or otherwise with
                 respect to the election of the directors or otherwise;
 
           (7)   the restrictions, if any, on the issue or reissue of any
                 additional Preferred Stock; and
 
           (8)   the rights of the holders of the shares of such series upon
                 the dissolution of, or upon the distribution of assets of,
                 this corporation.
 
     (B)   Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any series of
Preferred Stock, the holder of any such series shall have no voting power
whatsoever.
 
                                      ARTICLE IV
 
                  AFFILIATE TRANSACTIONS; CONTROL-SHARE ACQUISITIONS
 
     This corporation hereby expressly elects not to be governed by Fla. Stat.
Section 607.0901, as the same may be amended or supplemented.
    
 
 
                                          2
 
<PAGE>
 
   
     Fla. Stat. Section 607.0902, as amended or supplemented, shall not apply
     to control-share acquisitions of shares of this corporation.
 
                                      ARTICLE V
 
                                   INDEMNIFICATION
 
     This corporation shall, to the fullest extent permitted by the provisions
of Fla. Stat. Section 607.0850, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
    
 
 

 

 

Article II

PRINCIPAL OFFICE

The address of the principal office of this corporation is:

2002 Summit Boulevard, Suite 600

Atlanta, GA 30319

 

The mailing address of this corporation is:

1661 Worthington Road, Suite 100

West Palm Beach, FL 33409

 

[As Filed: 01-01-2011]