EX-25.1 4 ex25_1.htm

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __ 

WILMINGTON SAVINGS FUND SOCIETY, FSB

(Exact name of Trustee as specified in its charter)

N/A	51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

500 Delaware Avenue, 11^th Floor

Wilmington, DE 19801

(302) 792-6000

(Address of principal executive offices, including zip code)

WILMINGTON SAVINGS FUND SOCIETY

CONTROLLERS OFFICE

500 Delaware Avenue

Wilmington, DE 19801

(302) 792-6000

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Ocwen Financial Corporation

(Exact name of obligor as specified in its charter)
Florida	65-0039856
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

1661 Worthington Road, Suite 100

West Palm Beach, Florida 33409

(Address of principal executive offices, including zip code)

6.625% Senior Notes due 2019

(Title of the indenture securities)

ITEM 1.	GENERAL INFORMATION.
	Furnish the following information as to the trustee:

(a)   Name and address of each examining or supervising authority to which it is subject.

Securities and Exchange Commission	FDIC
Washington, DC  20549	Washington, DC  20549
Federal Reserve	Office of the Comptroller of the Currency
District 3	New York, NY  10173
Philadelphia, PA

(b)  Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.	AFFILIATIONS WITH THE OBLIGOR.
	If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.	LIST OF EXHIBITS.
	Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1.	A copy of the Certified Federal Savings Association Charter of Wilmington Savings Fund Society, FSB.
Exhibit 2.	The authority of Wilmington Savings Fund Society, FSB to commence business was granted under the Charter for Wilmington Savings Fund Society, FSB, incorporated herein by reference to Exhibit 1.
Exhibit 3.	The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Savings Fund Society, FSB, incorporated herein by reference to Exhibit 1.
Exhibit 4.	A copy of the existing Bylaws of Wilmington Savings Fund Society, FSB.
Exhibit 5.	Not applicable.
Exhibit 6.	The consents of Wilmington Savings Fund Society, FSB required by Section 321(b) of the Act.
Exhibit 7.	Current Report of the Condition of Wilmington Savings Fund Society, FSB, published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the   2   day of November, 2015.

			WILMINGTON SAVINGS FUND SOCIETY, FSB
Attest:	/s/ Harrison Gelber		By:	/s/ Kristin L. Moore
Assistant Secretary			Name:	Kristin L. Moore
			Title:	Vice President