Exhibit T3B.1

WALTER INVESTMENT MANAGEMENT CORP.

FIRST AMENDMENT

TO BYLAWS

1. The Bylaws (the “Bylaws”) of Walter Investment Management Corp., a Maryland corporation, are hereby amended by deleting therefrom in its entirety Article III, Section 11 and inserting in lieu thereof a new Article III, Section 11 to read as follows:

ARTICLE III

DIRECTORS

Section 11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

2. The Bylaws are hereby amended by deleting therefrom in its entirety Article II, Section 7 and inserting in lieu thereof a new Article II, Section 7 to read as follows:

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. VOTING. A nominee for director shall be elected as a director only if such nominee receives the affirmative vote of a majority of the total votes cast for and against such nominee at a meeting of stockholders duly called and at which a quorum is present. However, directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present for which (i) the secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements of advance notice of stockholder nominees for director set forth in Article II, Section 11 of these Bylaws, and (ii) such nomination has not been withdrawn by such stockholder on or before the close of business on the tenth day before the date of filing of the definitive proxy statement of the Corporation with the Securities and Exchange Commission, and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes

cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

3. Except as set forth herein, the Bylaws shall remain in full force and effect.

-2-

Exhibit T3A.2

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DITECH FINANCIAL LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE FIFTH DAY OF DECEMBER, A.D. 1994, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-THIRD DAY OF DECEMBER, A.D. 1994, AT 12 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE FIRST DAY OF JANUARY, A.D. 1995.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “GREEN TREE FINANCIAL SERVICING CORPORATION” TO “CONSECO FINANCE SERVICING CORP.”, FILED THE FIRST DAY OF OCTOBER, A.D. 1999, AT 2 O’CLOCK P.M.

 

2458190 8100H SR# 20164188708				Authentication: 202413488 Date: 06-01-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIRST DAY OF NOVEMBER, A.D. 1999.

CERTIFICATE OF CONVERSION, FILED THE NINTH DAY OF JUNE, A.D. 2003, AT 1:34 O’CLOCK P.M.

CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF JUNE, A.D. 2003, AT 1:34 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE NINETEENTH DAY OF DECEMBER, A.D. 2011, AT 2:15 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JANUARY, A.D. 2012.

CERTIFICATE OF MERGER, FILED THE THIRD DAY OF DECEMBER, A.D. 2012, AT 12:46 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF AUGUST, A.D. 2014, AT 4:24 O’CLOCK P.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF JUNE, A.D. 2015, AT 2:33 O’CLOCK P.M.

 

2458190 8100H SR# 20164188708				Authentication: 202413488 Date: 06-01-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JULY, A.D. 2015 AT 3 O’CLOCK P.M.

CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “GREEN TREE SERVICING LLC” TO “DITECH FINANCIAL LLC”, FILED THE THIRTEENTH DAY OF AUGUST, A.D. 2015, AT 1:35 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF AUGUST, A.D. 2015 AT 12:05 O’CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE FIFTH DAY OF OCTOBER, A.D. 2015, AT 1:22 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE NINTH DAY OF OCTOBER, A.D. 2015 AT 10 O’CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF MAY, A.D. 2016, AT 11:32 O’CLOCK A.M.

 

2458190 8100H SR# 20164188708				Authentication: 202413488 Date: 06-01-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF MAY, A.D. 2016 AT 11:59 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “DITECH FINANCIAL LLC”.

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

GREEN TREE FINANCIAL SERVICING CORPORATION

To form a corporation pursuant to the Delaware General Corporation Law, the undersigned hereby certifies as follows:

ARTICLE 1.

The name of this corporation is Green Tree Financial Servicing Corporation.

ARTICLE 2.

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE 3.

The corporation shall have perpetual duration.

ARTICLE 4.

The registered office of this corporation in Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, and the name of its registered agent is The Corporation Trust Company.

ARTICLE 5.

The total number of shares of stock which this corporation is authorized to issue is 1,000 shares, with no par value, all of which shares are designated common stock.

ARTICLE 6.

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, amend, alter, change, add to or repeal bylaws of this corporation, without any action on the part of the stockholders. The bylaws made by the directors may be amended, altered, changed, added to or repealed by the stockholders. Any specific provision in the bylaws regarding amendment thereof shall be controlling.

ARTICLE 7.

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this article shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for the unlawful payment of dividends or unlawful stock repurchases under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. This article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of this article.

If the Delaware General Corporation Law is hereafter amended to authorize any further limitation of the liability of a director, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as amended.

Any repeal or modification of the foregoing provisions of this article by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE 8.

The name and mailing address of the incorporator is:

Dated: December 5, 1994
		Drew Backstrand

CERTIFICATE OF OWNERSHIP AND MERGER

OF

GREEN TREE FINANCIAL CORP. – KENTUCKY,

GREEN TREE FINANCIAL CORP. – LOUISIANA,

GREEN TREE FINANCIAL CORP. – MISSISSIPPI,

GREEN TREE FINANCIAL CORP. – NORTH CAROLINA, and

GREEN TREE FINANCIAL CORP. – OHIO,

INTO

GREEN TREE FINANCIAL SERVICING CORPORATION

Pursuant to Section 253 of the Delaware General Corporation Law, the undersigned, the Assistant Secretary of Green Tree Financial Servicing Corporation, a Delaware corporation, hereby certifies that on December 21, 1994, the board of directors of Green Tree Financial Servicing Corporation duly adopted by written action the resolution attached hereto as exhibit A which approved the merger, on January 1, 1995, into Green Tree Financial Servicing Corporation of certain of its wholly-owned subsidiary corporations as indicated in said resolution.

IN WITNESS WHEREOF, Green Tree Financial Servicing Corporation has caused this certificate to be executed by Drew S. Backstrand, its Assistant Secretary, this 21st day of December, 1994.

GREEN TREE FINANCIAL SERVICING CORPORATION
By:
		Drew S. Backstrand
		Assistant Secretary

Exhibit A

WRITTEN ACTION

OF

BOARD OF DIRECTORS

OF

GREEN TREE FINANCIAL SERVICING CORPORATION

The undersigned being all of the directors of Green Tree Financial Servicing Corporation (the “Corporation”), a Delaware corporation, in accordance with the authority contained in section 141(f) of the Delaware General Corporation Law, in lieu of holding a directors’ meeting to consider the same, hereby adopt and approve the following corporate resolutions:

RESOLVED, that the Corporation merge into itself Green Tree Financial Corp. – Kentucky, Green Tree Financial Corp. – Louisiana, Green Tree Financial Corp. – Mississippi, Green Tree Financial Corp. – North Carolina, Green Tree Financial Corp. – Ohio (the “Merging Subsidiaries”), all Delaware corporations and, as of January 1, 1995, wholly-owned subsidiaries of the Corporation, with the Corporation to be the surviving corporation.

FURTHER RESOLVED, that the merger shall be effective on January 1, 1995.

FURTHER RESOLVED, that the Assistant Secretary of the Corporation is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Merging Subsidiaries into the Corporation and assume their liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and/or any other appropriate County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger.

FURTHER RESOLVED, there being upon the effective date of the merger no other shareholders besides Green Tree Financial Servicing Corporation, all outstanding shares of each class and series of stock of the Merging Subsidiaries shall be canceled on January 1, 1995, and no shares of Green Tree Financial Servicing Corporation shall be issued in lieu thereof.

FURTHER RESOLVED, that the officers of the Corporation are hereby authorized to take all other actions as they deem necessary or appropriate in connection with the foregoing resolutions.

Dated: December 21, 1994

Robert D. Potts (Chairman)

John W. Brink

Richard G. Evans

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

GREEN TREE FINANCIAL SERVICING CORPORATION

The undersigned, Brian F. Corey, Corporate Secretary of Green Tree Financial Servicing Corporation, a Delaware Corporation (the “Corporation”), hereby certifies that the following Resolutions were duly approved by Written Action of the Sole Stockholder and Board of Directors of the Corporation dated September 15, 1999, pursuant to Section 242 of the Delaware General Corporation Law, and that such Resolutions have not been subsequently modified or rescinded:

BE IT RESOLVED , that Article 1 of the Certificate of Incorporation of the Corporation shall be amended to read as follows:

ARTICLE 1

The name of this corporation is Conseco Finance Servicing Corp.

FURTHER RESOLVED , that the effective date of this Amendment, as described above, shall be November 1, 1999.

FURTHER RESOLVED , that the Amendment to the Certificate of Incorporation stated above has been adopted pursuant to Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF , the undersigned, the Secretary of Green Tree Financial Servicing Corporation, being duly authorized on behalf of Green Tree Financial Servicing Corporation, has executed this document as of October 1, 1999.

BRIAN F. COREY

Corporate Secretary

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO

A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266

OF THE DELAWARE GENERAL

CORPORATION LAW.

This Certificate of Conversion of CONSECO FINANCE SERVICING CORP., dated and effective as of June 9, 2003, is being duly executed and filed by the undersigned, as an authorized person, to convert a corporation to a limited liability company under the Delaware General Corporation Law (8 Del.C . § 266).

1. The name of the corporation is Conseco Finance Servicing Corp.

2. The original name of the corporation as set forth in its original Certificate of Incorporation is Green Tree Financial Servicing Corp.

3. The original Certificate of Incorporation of Conseco Finance Servicing Corp. was filed with the Secretary of State of the State of Delaware on December 5, 1994.

4. The name of the limited liability company into which Conseco Finance Servicing Corp. shall be converted is Green Tree Servicing LLC.

5. The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF , the undersigned has executed this Certificate of Conversion as of the date first above written.

By:
		Brian F. Corey
		Authorized Person

CERTIFICATE OF FORMATION

OF

GREEN TREE SERVICING LLC

This Certificate of Formation of GREEN TREE SERVICING LLC, dated and effective as of June 9, 2003, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C . § 18-101, et seq ,).

FIRST , The name of The limited liability company formed hereby is Green Tree Servicing LLC.

SECOND , The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF , the undersigned has executed this Certificate of Formation as of the date first above written.

By:
		Brian F. Corey
		Authorized Person

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST : The name of the surviving limited liability company is Green Tree Servicing LLC, and the name of the limited liability company being merged into this surviving limited liability company is Walter Mortgage Company, LLC.

SECOND : The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

THIRD : The name of the surviving limited liability company is Green Tree Servicing LLC.

FOURTH: The merger is to become effective on 01 / 01/2012.

FIFTH: The Agreement of Merger is on file at 345 St. Peter Street, St. Paul, MN 55102, the place of business of the surviving limited liability company.

SIXTH : A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHEREOF , said surviving limited liability company has caused this certificate to be signed by an authorized person, the 16th day of December, A.D., 2011.

By:
		Authorized Person
Name:		Jeanetta M. Brown
		Print or Type
Title:		Secretary

---

				State of Delaware Secretary of State Division of Corporations Delivered 01:27 PM 12/03/2012 FILED 12:46 PM 12/03/2012 SRV 121285325 - 2458190 FILE

CERTIFICATE OF MERGER

OF

GREEN TREE-AL LLC

(a Delaware limited liability company)

WITH AND INTO

GREEN TREE SERVICING LLC

(a Delaware limited liability company)

PURSUANT TO SECTION 18-209 OF THE

DELAWARE LIMITED LIABILITY COMPANY ACT

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “ DLLCA ”), the undersigned hereby certifies as follows:

FIRST : The name and jurisdiction of formation of each limited liability company to be merged (collectively, the “ Constituent Entities ”) are as follows:

SECOND : An Agreement and Plan of Merger, dated as of November 20, 2012 (the “ Merger Agreement ”), by and between each of the Constituent Entities with respect to the merger herein certified has been approved and executed by each of the Constituent Entities in accordance with the DLLCA.

THIRD : The name of the surviving limited liability company (the “ Surviving Entity ”) of the merger herein certified is Green Tree Servicing LLC, a Delaware limited liability company.

FOURTH : The merger is to become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

FIFTH : The Merger Agreement is on file at the place of business of the Surviving Entity located at 300 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota, 55102.

SIXTH : A copy of the Merger Agreement will be furnished by the Surviving Entity on request, without cost, to any member of the Constituent Entities.

IN WITNESS WHEREOF , the Surviving Entity has caused this Certificate of Merger to be signed by an authorized person thereof this 21 ^st day of November, 2012.

GREEN TREE SERVICING LLC
By:
		Name: Brian F. Corey
		Title: Senior Vice President and Secretary

CERTIFICATE OF MERGER

OF

GREEN TREE CONSUMER DISCOUNT COMPANY

(A Pennsylvania Corporation)

INTO

GREEN TREE SERVICING LLC

(A Domestic Limited Liability Company)

* * * * * * *

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First , the name of the surviving Limited Liability Company is Green Tree Servicing LLC, a Delaware Limited Liability Company.

Second, the name of the Corporation being merged into this surviving Limited Liability Company is Green Tree Consumer Discount Company. The jurisdiction in which this Corporation was formed is Pennsylvania.

Third, the Agreement and Plan of Merger has been approved and executed by both entities.

Fourth, the name of the surviving Limited Liability Company is Green Tree Servicing LLC.

Fifth, the executed Agreement and Plan of Merger is on file at 1100 Landmark Towers, 345 St. Peter Street, St. Paul, MN 55102, the principal place of business of the surviving Limited Liability Company.

Sixth, a copy of the Agreement and Plan of Merger will be furnished by the surviving Limited Liability Company on request, without cost, to any member of the Limited Liability Company or any person holding an interest in any other business entity which is to merge or consolidate.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 19 ^th day of August, 2014.

GREEN TREE SERVICING LLC
By:
		Name: Brian Corey
		Title: Senior Vice President and Secretary

CERTIFICATE OF MERGER

OF

GREEN TREE MH LLC

(A Domestic Limited Liability Company)

INTO

GREEN TREE SERVICING LLC

(A Domestic Limited Liability Company)

*******

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

First, the name of the surviving limited liability company is Green Tree Servicing LLC and the name of the limited liability company being merged into this surviving limited liability company is Green Tree MH LLC.

Second, the Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

Third, the name of the surviving limited liability company is Green Tree Servicing LLC.

Fourth, the merger is to become effective on July 1, 2015, at 3:00 PM EST.

Fifth, the executed Agreement and Plan of Merger is on file at 345 St. Peter Street, St. Paul, MN 55102, the principal place of business of the surviving limited liability company.

Sixth, a copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

[Signature Page Follows]

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, this 1st day of June, 2015.

GREEN TREE SERVICING LLC
By:
Name:		Brian F. Corey
Title:		Senior Vice President & Secretary

[Signature Page – Certificate of Merger]

STATE OF DELAWARE

CERTIFICATE OF MERGER

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby executes the following Certificate of Merger:

FIRST: The surviving limited liability company is Green Tree Servicing LLC, a Delaware limited liability company, and the corporation and limited liability company being merged into this surviving limited liability company are:

DT Holdings LLC, a Delaware limited liability company, and

Ditech Mortgage Corp, a California corporation.

SECOND: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations and limited liability companies pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

THIRD: The name of the surviving limited liability company is hereby amended to Ditech Financial LLC, a Delaware limited liability company (as such surviving entity, the “ Surviving Limited Liability Company ”).

FOURTH: The mergers are to become effective as of 12:05 AM EDT on August 31, 2015.

FIFTH: The Agreement and Plan of Merger is on file at 3000 Bayport Drive, Suite 880, Tampa, FL 33607, the principal place of business of the Surviving Limited Liability Company.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Limited Liability Company on request, without cost, to any stockholder or member of the constituent corporations or limited liability companies, as applicable.

[The remainder of page intentionally left blank.]

IN WITNESS WHEREOF , said Surviving Limited Liability Company has caused this certificate to be signed by an authorized officer, the 4 ^th day of August, 2015.

GREEN TREE SERVICING LLC
By:
Name:		Wanda Lamb-Lindow
Title:		Assistant Secretary

[Certificate of Merger]

CERTIFICATE OF MERGER

OF

GREEN TREE LOAN COMPANY

(A Minnesota Corporation)

WITH AND INTO

DITECH FINANCIAL LLC

(A Delaware Limited Liability Company)

Pursuant to Section 18-209 of the Delaware Limited Liability Act, the undersigned hereby certifies as follows:

FIRST: The name and state of formation and state of incorporation, respectively, of each of the constituent entities (the “ Constituent Entities ”) of the merger herein certified are Ditech Financial LLC, a Delaware limited liability company (“ Ditech ”), and Green Tree Loan Company, a Minnesota corporation (“ Green Tree ”).

SECOND: An Agreement and Plan of Merger, dated as of October 5, 2015 (the “ Merger Agreement ”), by and between the Constituent Entities with respect to the merger herein certified has been approved, adopted and executed by each of the Constituent Entities.

THIRD: The surviving entity of the merger herein certified shall be Ditech (Ditech, as such surviving entity, the “ Surviving Entity ”) and the name of the “ Surviving Entity ”) shall be “Ditech Financial LLC.”

FOURTH: The merger is to become effective on October 9, 2015 at 10:00 AM EDT.

FIFTH: The Merger Agreement is on file at the place of business of the Surviving Entity located at 3000 Bayport Drive, Suite 880, Tampa, FL 33607.

SIXTH: A copy of the Merger Agreement will be provided to any member or stockholder of the Constituent Entities on request and without cost.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF , the Surviving Entity has caused this Certificate of Merger to be signed by an authorized person thereof this 5th day of October, 2015.

DITECH FINANCIAL LLC
By:
Name:		Wanda J. Lamb-Lindow
Title:		AVP & Assistant Secretary

[Signature Page to Certificate of Merger]

CERTIFICATE OF MERGER

OF

LANDMARK ASSET RECEIVABLES MANAGEMENT LLC

(A Domestic Limited Liability Company)

INTO

DITECH FINANCIAL LLC

(A Domestic Limited Liability Company)

*  *  *  *  *  *  *

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

First, the name of the surviving limited liability company is Ditech Financial LLC and the name of the limited liability company being merged into this surviving limited liability company is Landmark Asset Receivables Management LLC.

Second, the Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

Third, the name of the surviving limited liability company is Ditech Financial LLC.

Fourth, the merger is to become effective on May 31, 2016 at 11:59 PM EST.

Fifth, the executed Agreement and Plan of Merger is on file at 3000 Bayport Drive, Suite 880, Tampa, FL 33607, the principal place of business of the surviving limited liability company.

Sixth, a copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

[Signature Page Follows]

IN WITNESS WHEREOF , said surviving limited liability company has caused this certificate to be signed by an authorized person, this 9 ^th day of May, 2016.

DITECH FINANCIAL LLC
By:
Name:		David C. Schneider
Title:		President

[Signature Page – Certificate of Merger]

Exhibit T3B.2

EXECUTION VERSION

DITECH FINANCIAL LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This Second Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of Ditech Financial LLC (the “ Company ”), dated as of August 13, 2015 and effective as of August 31, 2015, by and between Green Tree Licensing LLC and Green Tree Servicing Corp. (the “ Managing Member ”) as the members, amends and restates the limited liability company agreement of the Company in effect immediately prior to the date hereof. The Managing Member and Green Tree Licensing LLC and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “ Member ” and collectively referred to herein as the “ Members ”.

WITNESSETH:

WHEREAS , pursuant to the Amended and Restated Asset Purchase Agreement, dated as of March 14, 2003, as amended (the “ Asset Purchase Agreement ”), by and among Conseco Finance Corp., the subsidiaries of Conseco Finance Corp. named therein and CFN Investment Holdings LLC, Conseco Finance Servicing Corp., a corporation formerly organized under the laws of the State of Delaware, converted to the Company under the Delaware General Corporation Law (8 Del.C . § 266), such conversion effective as of June 9, 2003;

WHEREAS , pursuant to such conversion, the Company was thereby formed as a limited liability company under the Delaware Limited Liability Company Act (the “ Act ”) on June 9, 2003 pursuant to the filing of the Certificate of Formation of the Company on June 9, 2003 and that certain Limited Liability Company Agreement, dated and effective as of June 9, 2003, entered into by the former managing member, Conseco Finance Corp. (the “ Original LLC Agreement ”);

WHEREAS , pursuant to the Asset Purchase Agreement, Green Tree Licensing LLC thereafter purchased all of the outstanding limited liability company interests in the Company, effective as of June 23, 2003;

WHEREAS , Green Tree Servicing Corp. then became a Member on the terms and conditions set forth herein and was elected as the Managing Member;

WHEREAS , the Original LLC Agreement was amended and restated in its entirety by that certain Amended and Restated Limited Liability Company Agreement, dated as of June 23, 2003 (the “ A&R LLC Agreement” ), by the Members;

WHEREAS , in connection with an internal restructuring, the Members wish to amend and restate the A&R LLC Agreement in its entirety upon the terms and conditions hereinafter set forth, in order to, among other things, change the name of the Company and to continue the Company as a limited liability company under the Act; and

WHEREAS , the Members desire, in accordance with Section 18-201(d) of the Act, that this Agreement be effective as of August 31, 2015.

NOW, THEREFORE , the undersigned hereby agree as follows:

1. F ormation and Name.

The Company was formed as a limited liability company under the Act pursuant to the filing of the Certificate of Formation and the Original LLC Agreement, which was subsequently amended and restated by the A&R LLC Agreement. The Members hereby agree to amend and restate the A&R LLC Agreement in its entirety upon the terms and conditions hereinafter set forth. The name of the limited liability company is Ditech Financial LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Members in order to comply with local law.

The undersigned resolve to continue the Company as a limited liability company pursuant to the provisions of the Act and of this Agreement and resolve that their rights and liabilities shall be as provided in the Act for members except as provided herein.

2. Purpose.

The Company was formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Principal Place of Business.

The principal office of the Company shall be located at such place as the Managing Member may designate from time to time.

4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall continue to be c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

5. Duration.

The Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with this Agreement, the Act or other law. The Members may terminate this Agreement and dissolve the Company at any time. The Company has continued in existence for at least 10 years since the date of the filing of the Certificate of Formation of the Company.

6. Fiscal Year.

The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.

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7. Members.

The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.

The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. The Managing Member shall be selected by the vote of the holders of at least a majority of the Company’s limited liability company interests. The Managing Member and any successor thereto shall be a corporation organized under the laws of a state in the United States.

8. Management.

(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.

(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations.

(ii) The Managing Member may, from time to time, designate one or more persons to be officers of the Company (“ Officers ”). The names of the persons designated as the Officers of the Company as of the date hereof are set forth in Schedule A hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such a title shall constitute the delegation to such an Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). There shall be at all times a Vice President, who shall have authority over mortgage loan origination and servicing operations and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the Company’s approval with the U.S. Department of Housing and Urban Development and the Federal Housing Administration (collectively, “ HUD/FHA ”), the Company’s ongoing communications with HUD/FHA, the Company’s compliance with HUD/FHA requirements, the Company’s day-to-day operations involving HUD/FHA and

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any other matters involving HUD/FHA. Each Officer shall hold office for the term for which such Officer is designated and until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal (with or without cause) by the Managing Member. Any person may hold any number of offices. No Officer need be a manager, a Member, a Delaware resident or a United States citizen. Designation of such a person as an Officer of the Company shall not of itself create any contract rights in such person.

(iii) Any Officer of the Company may be removed as such, with or without cause, by the Managing Member; provided , however , that such removal shall be without prejudice to the contract rights (including without limitation any rights to indemnification and advancement of expenses under any contract or under any by-laws of the Company or any subsidiary of the Company), if any, of the person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(iv) Any vacancy occurring in any office of the Company may be filled by the person designated by the Managing Member.

(v) No Officer of the Company shall be entitled to any interest by reason of serving as an Officer. The Managing Member shall not be entitled to any interest or compensation by reason of serving as a Managing Member.

(vi) Each Officer of the Company is an agent of the Company for the purpose of the business of the Company in accordance with this Agreement, and the act of each Officer for carrying on the ordinary course of business of the Company binds the Company, unless (A) the Officer so acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom such Officer is dealing has knowledge of the fact that such Officer has no such authority. An act of an Officer that is not apparently carrying on the ordinary course of business of the Company does not bind the Company unless authorized by the Managing Member.

9. Capital Contributions.

Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member. No Member shall be entitled to withdraw any part of its capital contribution from, or receive any distributions from, the Company except as provided in Sections 13 and 15.

10. Allocations of Profits and Losses/Distributions.

All profits and losses of the Company shall be allocated to the Members pro rata in accordance with their percentage interests in the Company, if any. As of the date hereof, Green Tree Licensing LLC shall have a 100% limited liability company interest in the Company and the Managing Member shall have no interest in the Company. All distributions by the Company shall be allocated in the same proportion as profits and losses.

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11. Tax Status.

It is intended that the Company shall be disregarded as an entity separate from its owner for federal, state and local income tax purposes.

12. New Members/Transfers.

New Members of the Company may be admitted only with the consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member. As a condition to admission, the Members must agree that the Company shall be managed by the Managing Member. No Member may sell, assign, pledge, hypothecate or otherwise transfer his or her interest in the Company without the consent of the Managing Member.

13. Withdrawals.

Subject to the requirements of applicable law, a Member may withdraw all or a portion of its capital from the Company at any time. Withdrawals may be in cash or in securities or other instruments held by the Company.

14. Limited Liability of Members.

Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

15. Liquidation and Dissolution.

(a) Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

(a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “ Liquidating Member ”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting

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of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

(b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

(c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

17. HUD/FHA Matters.

(a) The Company will comply with all of the requirements of HUD/FHA with respect to employees, officers and reporting business changes as required in HUD/FHA Mortgage Approval Handbook 4060.1 Rev-1.

(b) The Managing Member and the Officers of the Company may, from time to time, hire one or more persons to be employees of the Company. The Officers of the Company may also serve as employees of the Company.

(c) In the event that any amendment to the Certificate of Formation or this Agreement is adopted that would affect the Company’s actions under any of the HUD/FHA mortgage insurance programs, either the Managing Member or the authorized vice president shall notify HUD/FHA of such amendment.

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(d) As specified in Section 5, the Company shall continue in existence at least 10 years unless the Company is dissolved and its affairs wound up in accordance with this Agreement, the Act or other law. Before the Company is dissolved and its affairs wound up, the Company shall be required to transfer all HUD/FHA insured mortgages held by the Company to a HUD/FHA approved mortgagee.

(e) In the event that the Managing Member or the authorized vice president withdraws, is removed, or is otherwise terminated, then a new Managing Member or the authorized vice president, as applicable, shall be appointed in accordance with the terms of this Agreement and the authorized vice president shall notify HUD/FHA of such change.

18. Amendments and Waivers.

(a) The Members may amend this Agreement at any time by a written instrument signed by each of the Members and filed with the books and records of the Company. The Managing Member or the authorized vice president shall notify HUD/FHA of such amendments if required by Section 17. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Member against whom such waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach.

19. Indemnification.

Any Person made, or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was (a) a Member, or (b) an employee, officer, director, shareholder, member, limited partner or partner of a Member, or (c) such other Persons (including employees of the Company) as the Managing Member may designate from time to time, in its sole and absolute discretion (collectively, the “ Indemnified Persons ”), shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding, and the Company shall advance such Indemnified Person’s reasonable related expenses to the fullest extent permitted by law. “ Person ” means an individual, corporation, association, limited liability company, limited liability partnership, limited partnership, partnership, estate, trust or other unincorporated organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the Company to indemnify the Indemnified Persons under this Section 19 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section 19 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of such indemnification obligations of the Company.

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20. Miscellaneous.

(a) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) Captions . All captions used in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.

(c) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

(e) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable overnight courier, on the next business day, (iii) by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.

(f) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(g) Entire Agreement . This Agreement supersedes all prior agreements and understandings among the Members with respect to the subject matter hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

GREEN TREE LICENSING LLC
By:
		Name: Wanda Lamb-Lindow
		Title: Assistant Secretary
GREEN TREE SERVICING CORP., its Managing Member
By:
		Name: Wanda Lamb-Lindow
		Title: Assistant Secretary

[Signature Page to Ditech Financial LLC 2 ^nd A&R LLC Agreement]

Exhibit T3A.3

 

		Delaware The First State		Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “DF INSURANCE AGENCY LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF APRIL, A.D. 2016, AT 12:55 O’CLOCK P.M.

 

6014342 8100
SR# 20162234528				Authentication: 202133067
				Date: 04-12-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

This Certificate of Formation of DF Insurance Agency LLC is being executed and filed by Wanda J. Lamb-Lindow as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C § 18-101, et seq .)

FIRST. The name of the limited liability company is DF Insurance Agency LLC.

SECOND. The address of its registered office in the State of Delaware is 1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801. The name of the registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of DF Insurance Agency LLC as of this 12 ^th day of April 2016.

Wanda J. Lamb-Lindow Authorized Person

Exhibit T3B.3

DF INSURANCE AGENCY LLC

LIMITED LIABILITY COMPANY AGREEMENT

This Limited Liability Company Agreement (this “Agreement”) of D F Insurance Agency LLC (the “Company”) is dated and effective as of April 12, 2016 (the “Effective Date”) by Green Tree Credit Solutions LLC, as the sole member (the “Managing Member”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.

WITNESSETH:

WHEREAS, the Managing Member has decided to form a limited liability company under the Limited Liability Company Act of the State of Delaware (the “Act”); and

WHEREAS, the Managing Member wishes to set forth, among other things, how the business and affairs of the Company shall be managed.

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. Formation and Name.

The undersigned does hereby form a limited liability company under the Act. The name of the limited liability company is DF Insurance Agency LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Members in order to comply with local law.

The undersigned resolves to form and continue the Company as a limited liability company pursuant to the provisions of the Act and of this Agreement and resolves that its rights and liabilities shall be as provided in the Act for members except as provided herein.

2. Purpose.

The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Principal Place of Business.

The principal office of the Company shall be located at such place as the Managing Member may designate from time to time.

4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

5. Duration; Effective Date.

The term of the Company began on the Effective Date and shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. Subject to the terms and conditions of this Agreement and the Act, the Members may terminate this Agreement and dissolve the Company at any time. This Agreement shall be effective commencing on the Effective Date.

6. Fiscal Year .

The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.

7. Members.

Unless other Members are admitted pursuant to the terms hereof, the Managing Member shall be the sole member of the Company. The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.

The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.

8. Management.

(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.

(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations. The Managing Member confirms that Wanda Lamb-Lindow is an “authorized person” within the meaning of Section 18-201 of the Act.

(ii) The Managing Member may, from time to time, designate one or more persons to be officers of the Company (“Officers”). The names of the persons initially designated as the Officers of the Company are set forth in Schedule A hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such title shall constitute the delegation to such

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Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). Each Officer shall hold office for the term for which such Officer is designated and until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal (with or without cause) by the Managing Member. Any person may hold any number of offices. No Officer need be a manager, a Member, a Delaware resident or a United States citizen. Designation of such a person as an Officer of the Company shall not of itself create any contract rights in such person.

(iii) Any Officer of the Company may be removed as such, with or without cause, by the Managing Member; provided , however , that such removal shall be without prejudice to the contract rights (including without limitation any rights to indemnification and advancement of expenses under any contract or under any by-laws of the Company or any subsidiary of the Company), if any, of the person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(iv) Any vacancy occurring in any office of the Company may be filled by the person designated by the Managing Member.

(v) No Officer of the Company shall be entitled to any interest by reason of serving as an Officer. The Managing Member shall not be entitled to any interest or compensation by reason of serving as a Managing Member.

(vi) Each Officer of the Company is an agent of the Company for the purpose of the business of the Company in accordance with this Agreement, and the act of each Officer for apparently carrying on the ordinary course of business of the Company binds the Company, unless (A) the Officer so acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom such Officer is dealing has knowledge of the fact that such Officer has no such authority. An act of an Officer that is not apparently carrying on the ordinary course of business of the Company does not bind the Company unless authorized by the Managing Member.

9. Capital Contributions.

Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member. No Member shall be entitled to withdraw any part of its capital contribution from, or receive any distributions from, the Company except as provided in Sections 13 and 15.

10. Allocations of Profits and Losses/Distributions.

All profits and losses of the Company shall be allocated to the Members pro rata in accordance with their percentage interests in the Company, if any. Initially, the Managing Member shall have a 100% limited liability company interest in the Company. All distributions by the Company shall be allocated in the same proportion as profits and losses.

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11. Tax Status.

It is intended that the Company shall be disregarded as an entity separate from its owner for federal, state and local income tax purposes.

12. New Members/Transfers.

New Members of the Company may be admitted only with the consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member. No Member may sell, assign, pledge, hypothecate or otherwise transfer his or her interest in the Company without the consent of the Managing Member.

13. Withdrawals.

Subject to the requirements of applicable law, a Member may withdraw all or a portion of its capital from the Company at any time. Withdrawals may be in cash or in securities or other instruments held by the Company.

14. Limited Liability of Members.

Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

15. Liquidation and Dissolution.

(a) Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

(a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

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(b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

(c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

17. Amendments.

The Members may amend this Agreement at any time by a written instrument signed by each of the Members and filed with the books and records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

18. Indemnification.

Any Person made, or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was (a) a Member, or (b) an employee, officer, director, shareholder, member, limited partner or partner of a Member, or (c) such other Persons (including employees of the Company) as the Managing Member may designate from time to time, in its sole and absolute discretion (collectively, the “Indemnified Persons”), shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding, and the Company shall advance such Indemnified Person’s reasonable related expenses to the fullest extent permitted by law. “Person” means an individual, corporation, association, limited liability company, limited liability partnership, limited partnership, partnership, estate, trust or other unincorporated

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organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of such indemnification obligations of the Company.

19. Miscellaneous.

(a) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) Captions . All captions used in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.

(c) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

(e) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable overnight courier, on the next business day, (iii) if by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

[Signature Page to DF Insurance Agency LLC Operating Agreement]

Schedule A

Exhibit T3B.5

GREEN TREE CREDIT SOLUTIONS LLC

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This Third Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of Green Tree Credit Solutions LLC (the “ Company ”) is dated September 15, 2015 by Walter Investment Management Corp., as the sole member (the “ Managing Member ”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.

WITNESSETH:

WHEREAS, on November 11, 2009, GTH LLC (“ GTH ”) entered into a Limited Liability Company Agreement for the Company (the “ Original LLC Agreement ”), which was later amended and restated in its entirety;

WHEREAS, GTCS Holdings LLC and Green Tree Credit Solutions LLC entered into an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2009; (the “ Amended and Restated LLC Agreement ”);

WHEREAS, Walter Investment Holding Company LLC and Green Tree Credit Solutions LLC entered into a Second Amended and Restated Limited Liability Company Agreement, dated as of December 14, 2012 (the “ Second Amended and Restated LLC Agreement ”);

WHEREAS, the Managing Member desires to amend and restate the Second Amended and Restated LLC Agreement in its entirety upon the terms and conditions hereinafter set forth, in order to, among other things, reflect a new Managing Member as a result of the merger of Walter Investment Holding Company, LLC, the former sole and managing member, into Green Tree Credit Solutions LLC; and

WHEREAS, the Managing Member desires, in accordance with Section 18-201(d) of the Act, that this Agreement be effective as of the filing date of the Certificate of Merger of Walter Investment Holding Company, LLC with and into Green Tree Credit Solutions LLC on September 15, 2015.

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. Formation and Name.

The name of the limited liability company governed hereby is Green Tree Credit Solutions LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Members in order to comply with local law.

The undersigned resolves to continue the Company as a limited liability company pursuant to the provisions of the Limited Liability Company Act of the State of Delaware (the “ Act ”) and of this Agreement and resolves that its rights and liabilities shall be as provided in the Act for members except as provided herein.

2. Purpose.

The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Principal Place of Business.

The principal office of the Company shall be located at such place as the Managing Member may designate from time to time.

4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is do The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

5. Duration; Effective Date.

The term of the Company began on September 14, 2009 and shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. Subject to the terms and conditions of this Agreement and the Act, the Members may terminate this Agreement and dissolve the Company at any time.

6. Fiscal Year.

The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.

7. Members.

Unless other Members are admitted pursuant to the terms hereof, the Managing Member shall be the sole member of the Company. The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.

The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.

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8. Management.

(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members,

(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations.

(ii) The Managing Member may, from time to time, designate one or more persons to be officers of the Company (“ Officers ”). The names of the persons designated as the Officers of the Company as of the date hereof are set forth in Schedule A hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). Each Officer shall hold office for the term for which such Officer is designated and until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal (with or without cause) by the Managing Member. Any person may hold any number of offices. No Officer need be a manager, a Member, a Delaware resident or a United States citizen. Designation of such a person as an Officer of the Company shall not of itself create any contract rights in such person.

(iii) Any Officer of the Company may be removed as such, with or without cause, by the Managing Member; provided , however , that such removal shall be without prejudice to the contract rights (including without limitation any rights to indemnification and advancement of expenses under any contract or under any by-laws of the Company or any subsidiary of the Company), if any, of the person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(iv) Any vacancy occurring in any office of the Company may be filled by the person designated by the Managing Member.

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(v) No Officer of the Company shall be entitled to any interest by reason of serving as an Officer. The Managing Member shall not be entitled to any interest or compensation by reason of serving as a Managing Member.

(vi) Each Officer of the Company is an agent of the Company for the purpose of the business of the Company in accordance with this Agreement, and the act of each Officer for apparently carrying on the ordinary course of business of the Company binds the Company, unless (A) the Officer so acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom such Officer is dealing has knowledge of the fact that such Officer has no such authority. An act of an Officer that is not apparently carrying on the ordinary course of business of the Company does not bind the Company unless authorized by the Managing Member.

9. Capital Contributions.

Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member. No Member shall be entitled to withdraw any part of its capital contribution from, or receive any distributions from, the Company except as provided in Sections 13 and 16.

10. Allocations of Profits and Losses/Distributions.

All profits and losses of the Company shall be allocated to the Members pro rata in accordance with their percentage interests in the Company, if any. The Managing Member shall have a 100% limited liability company interest in the Company. All distributions by the Company shall be allocated in the same proportion as profits and losses.

11. Tax Status.

It is intended that the Company shall be disregarded as an entity separate from its owner for federal, state and local income tax purposes.

12. New Members/Transfers.

New Members of the Company may be admitted only with the consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member. No Member may sell, assign, pledge, hypothecate or otherwise transfer his or her interest in the Company without the consent of the Managing Member.

13. Withdrawals.

Subject to the requirements of applicable law, a Member may withdraw all or a portion of its capital from the Company at any time. Withdrawals may be in cash or in securities or other instruments held by the Company.

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14. Limited Liability of Members.

Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

15. Liquidation and Dissolution.

(a) Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

(a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “ Liquidating Member ”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

(b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

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(c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

17. Amendments.

The Members may amend this Agreement at any time by a written instrument signed by each of the Members and filed with the books and records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

18. Indemnification.

Any Person made, or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was (a) a Member, or (b) an employee, officer, director, shareholder, member, limited partner or partner of a Member, or (c) such other Persons (including employees of the Company) as the Managing Member may designate from time to time, in its sole and absolute discretion (collectively, the “ Indemnified Persons ”), shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding, and the Company shall advance such Indemnified Person’s reasonable related expenses to the fullest extent permitted by law. “ Person ” means an individual, corporation, association, limited liability company, limited liability partnership, limited partnership, partnership, estate, trust or other unincorporated organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section   18 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of such indemnification obligations of the Company.

19. Miscellaneous.

(a) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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(b) Captions . All captions used in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.

(c) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

(e) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable overnight courier, on the next business day, (iii) if by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.

[Signature page follows]

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IN WITNESS WHEREOF , the undersigned has executed this Agreement as of the date first above written.

WALTER INVESTMENT MANAGEMENT CORP., its Managing Member
By:
Name:		Kimberly Perez
Title:		SVP, CAO

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Exhibit T3B.10

MORTGAGE ASSET SYSTEMS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Mortgage Asset Systems, LLC, a Delaware limited Liability Company (the “Company”), dated and effective as of September 23, 2016, (the “Effective Date”) is entered into by Reverse Mortgage Solutions, Inc., a Delaware corporation, as the sole member (the “Managing Member”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and “Members.”

WITNESSETH:

WHEREAS, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (the “Act”) on March 12, 2007 pursuant to the filing of the Certificate of Formation of the Company on March 12, 2007 and that certain Limited Liability Company Agreement, dated and effective as of March 12, 2007, entered into by Reverse Mortgage Solutions, Inc. as the Member and Kevin J. Gherardi, as Manager of the Company with respect to Sections 10(c) and 10(d) of the Limited Liability Company Agreement (the “Original LLC Agreement”); and

WHEREAS, effective September 23, 2016 Kevin J. Gherardi tendered his resignation as Manager of the Company; and

WHEREAS, the Managing Member wishes to amend and restate in its entirety the Original LLC Agreement to set forth, among other things, how the business and affairs of the Company shall be managed and to continue the Company as a limited liability company under the Act; and

WHEREAS, the Managing Member desires, in accordance with Section 18-201(d) of the Act that this Agreement be effective as of September 23, 2016;

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. Formation and Name.

The Company was formed as a limited liability company under the Act pursuant to the filing of the Certificate of Formation and the Original LLC Agreement. The Members hereby agree to amend and restate the Original LLC Agreement in its entirety upon the terms and conditions hereinafter set forth. The name of the limited liability company is Mortgage Asset Systems, LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Members in order to comply with local law.

The undersigned resolves to continue the Company as a limited liability company pursuant to the provisions of the Act and of this Agreement and resolves that its rights and liabilities shall be as provided in the Act for members except as provided herein.

2. Purpose.

The Company is formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Principal Place of Business.

The principal office of the Company shall be located at such place as the Managing Member may designate from time to time.

4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.

5. Duration; Effective Date.

The term of the Company began on the Effective Date and shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. Subject to the terms and conditions of this Agreement and the Act, the Members may terminate this Agreement and dissolve the Company at any time. This Agreement shall be effective commencing on the Effective Date.

6. Fiscal Year.

The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.

7. Members.

The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.

The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.

8. Management.

(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.

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(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations.

(ii) The Managing Member may, from time to time, designate one or more persons to be officers of the Company (“Officers”). The names of the persons designated as the Officers of the Company are set forth in Schedule A hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). Each Officer shall hold office for the term for which such Officer is designated and until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal (with or without cause) by the Managing Member. Any person may hold any number of offices. No Officer need be a manager, a Member, a Delaware resident or a United States citizen. Designation of such a person as an Officer of the Company shall not of itself create any contract rights in such person.

(iii) Any Officer of the Company may be removed as such, with or without cause, by the Managing Member; provided , however , that such removal shall be without prejudice to the contract rights (including without limitation any rights to indemnification and advancement of expenses under any contract or under any by-laws of the Company or any subsidiary of the Company), if any, of the person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(iv) Any vacancy occurring in any office of the Company may be filled by the person designated by the Managing Member.

(v) No Officer of the Company shall be entitled to any interest by reason of serving as an Officer. The Managing Member shall not be entitled to any interest or compensation by reason of serving as a Managing Member.

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(vi) Each Officer of the Company is an agent of the Company for the purpose of the business of the Company in accordance with this Agreement, and the act of each Officer for apparently carrying on the ordinary course of business of the Company binds the Company, unless (A) the Officer so acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom such Officer is dealing has knowledge of the fact that such Officer has no such authority. An act of an Officer that is not apparently carrying on the ordinary course of business of the Company does not bind the Company unless authorized by the Managing Member.

9. Capital Contributions.

Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member. No Member shall be entitled to withdraw any part of its capital contribution from, or receive any distributions from, the Company except as provided in Sections 13 and 15.

10. Allocations of Profits and Losses/Distributions.

All profits and losses of the Company shall be allocated to the Members pro rata in accordance with their percentage interests in the Company, if any. Initially, the Managing Member shall have a 100% limited liability company interest in the Company. All distributions by the Company shall be allocated in the same proportion as profits and losses.

11. Tax Status.

It is intended that the Company shall be disregarded as an entity separate from its owner for federal, state and local income tax purposes.

12. New Members/Transfers.

New Members of the Company may be admitted only with the consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member. No Member may sell, assign, pledge, hypothecate or otherwise transfer his or her interest in the Company without the consent of the Managing Member.

13. Withdrawals.

Subject to the requirements of applicable law, a Member may withdraw all or a portion of its capital from the Company at any time. Withdrawals may be in cash or in securities or other instruments held by the Company.

14. Limited Liability of Members.

Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

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15. Liquidation and Dissolution.

Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “Liquidating Member”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

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17. Amendments.

The Members may amend this Agreement at any time by a written instrument signed by each of the Members and filed with the books and records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

18. Indemnification.

Any Person made, or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was (a) a Member, or (b) an employee, officer, director, shareholder, member, limited partner or partner of a Member, or (c) such other Persons (including employees of the Company) as the Managing Member may designate from time to time, in its sole and absolute discretion (collectively, the “Indemnified Persons”), shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding, and the Company shall advance such Indemnified Person’s reasonable related expenses to the fullest extent permitted by law. “Person” means an individual, corporation, association, limited liability company, limited liability partnership, limited partnership, partnership, estate, trust or other unincorporated organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of such indemnification obligations of the Company.

19. Miscellaneous.

a) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

b) Captions . All captions used in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.

c) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

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e) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable overnight courier, on the next business day, (iii) if by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.

f) Entire Agreement . This Agreement supersedes all prior agreements and understandings among the Members with respect to the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

REVERSE MORTGAGE SOLUTIONS, INC.     its Managing Member
By:
		Christopher Mullins
		President

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Exhibit T3A.12

 

		Delaware The First State		Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “REVERSE MORTGAGE SOLUTIONS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF AUGUST, A.D. 2016, AT 3:18 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 

4304886 8100
SR# 20165309357				Authentication: 202806070
				Date: 08-10-16

You may verify this certificate online at corp.delaware.gov/authver.shtml

Reverse Mortgage Solutions, Inc. a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: The name of the corporation is Reverse Mortgage Solutions, Inc. (the “Corporation”)

SECOND: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is 5,000 shares of Common Stock, each of which shall have a par value of one cent ($.01) per share.

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FIFTH: Subject to any additional vote required by the Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by the statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any and all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by the Amended and Restated Certificate of Incorporation, the number of directors of the Corporation, shall be determined by the manner set forth in the Bylaws of the Corporation.

SEVENTH: Elections of directors need not be by written ballet unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of the stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside of the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholder of this Articles Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occur prior to, such repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

Any amendment, repel or modification of the foregoing provisions of this Articles Tenth shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 2 ^nd day of August , 2016.

By:
Name:		Alan Clark
Title:		Vice President, General Counsel and Secretary

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Exhibit T3B.13

WALTER MANAGEMENT HOLDING COMPANY LLC

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This Third Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of Walter Management Holding Company LLC (the “ Company ”), dated and effective as of December 31, 2015 (the “ Effective Date ”), by Green Tree Credit Solutions LLC, as the sole member (the “ Managing Member ”), amends and restates the limited liability company agreement of the Company of effect immediately prior to the date hereof. The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “ Member ” and collectively referred to herein as the “ Members ”.

WITNESSETH:

WHEREAS , the Company was formed as a limited liability company under the Limited Liability Company Act of the State of Delaware (the “ Act ”) pursuant to the filing of the Certificate of Formation of the Company (the “ Certificate of Formation ”) on April 4, 2003 and that certain Limited Liability Company Agreement, dated as of April 4, 2003 (the “ Original LLC Agreement ”), by Green Tree MH LLC (formerly known as CFN MH LLC), as the sole member of the Company (the “ Original Member ”);

WHEREAS , the Original LLC Agreement was amended and restated in its entirety by that certain Amended and Restated Limited Liability Company Agreement, dated as of May 19, 2003 (the “ Amended LLC Agreement ”), by the Original Member, in order to, among other things, change the name of the Company;

WHEREAS , the Amended LLC Agreement was amended and restated in its entirety by that certain Second Amended and Restated Limited Liability Company Agreement, dated as of July 1, 2015 (the “ Second Amended LLC Agreement ”), by Green Tree Investment Holdings II LLC (“ GTIH ”), in connection with an internal reorganization and whereby the Company became a wholly-owned, direct subsidiary of the GTIH;

WHEREAS , the Certificate of Formation of the Company was amended on November 3, 2015 pursuant to the filing of the Certificate of Amendment of Certificate of Formation of the Company, whereby the name of the Company was amended from “Green Tree Licensing LLC” to “Walter Management Holding Company LLC”;

WHEREAS , in connection with a subsequent internal reorganization, GTIH was merged with and into the Managing Member; and

WHEREAS , the Managing Member desires to amend and restate the Second Amended LLC Agreement in its entirety upon the terms and conditions hereinafter set forth, in order to, among other things, change the name and the Managing Member of the Company.

NOW, THEREFORE , the undersigned hereby agree as follows:

1. Formation and Name.

The Company was formed as a limited liability company under the Act pursuant to the filing of the Certificate of Formation and the Original LLC Agreement, which was subsequently amended and restated by the Amended LLC Agreement and the Second Amended LLC Agreement. The Managing Member hereby agrees to amend and restate the Second Amended LLC Agreement in its entirety upon the terms and conditions hereinafter set forth. The name of the limited liability company is Walter Management Holding Company LLC. The business of the Company may be conducted under any other name deemed necessary or desirable by the Members in order to comply with local law.

The undersigned resolves to continue the Company as a limited liability company pursuant to the provisions of the Act and of this Agreement and resolve that its rights and liabilities shall be as provided in the Act for members except as provided herein.

2. Purpose.

The Company was formed for the object and purpose of, and the Company’s business is, to engage in any and all lawful acts and activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental to the foregoing.

3. Principal Place of Business.

The principal office of the Company shall be located at c/o 345 St. Peter Street, Saint Paul, Minnesota 55102, or such other place as the Managing Member may designate from time to time.

4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall continue to be c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

5. Duration.

The Company shall continue in existence perpetually unless the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. The Members may terminate this Agreement and dissolve the Company at any time.

6. Fiscal Year.

The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of that year.

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7. Members.

Unless other Members are admitted pursuant to the terms hereof, the Managing Member shall be the sole member of the Company. The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.

The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.

8. Management.

(a) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.

(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations.

(ii) The Managing Member may, from time to time, designate one or more persons to be officers of the Company (“ Officers ”). The names of the persons designated as the Officers of the Company as of the date hereof are set forth in Schedule A hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). Each Officer shall hold office for the term for which such Officer is designated and until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal (with or without cause) by the Managing Member. Any person may hold any number of offices. No Officer need be a manager, a Member, a Delaware resident or a United States citizen. Designation of such a person as an Officer of the Company shall not of itself create any contract rights in such person.

(iii) Any Officer of the Company may be removed as such, with or without cause, by the Managing Member; provided , however , that such removal shall be without prejudice to the contract rights (including without limitation any rights to indemnification

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and advancement of expenses under any contract or under any by-laws of the Company or any subsidiary of the Company), if any, of the person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(iv) Any vacancy occurring in any office of the Company may be filled by the person designated by the Managing Member.

(v) No Officer of the Company shall be entitled to any interest by reason of serving as an Officer. The Managing Member shall not be entitled to any interest or compensation by reason of serving as a Managing Member.

(vi) Each Officer of the Company is an agent of the Company for the purpose of the business of the Company in accordance with this Agreement, and the act of each Officer for apparently carrying on the ordinary course of business of the Company binds the Company, unless (A) the Officer so acting has in fact no authority to act for the Company in the particular matter and (B) the person with whom such Officer is dealing has knowledge of the fact that such Officer has no such authority. An act of an Officer that is not apparently carrying on the ordinary course of business of the Company does not bind the Company unless authorized by the Managing Member.

9. Capital Contributions.

Capital contributions shall be made in cash or in other assets as may be agreed by the Managing Member. No Member shall be entitled to withdraw any part of its capital contribution from, or receive any distributions from, the Company except as provided in Sections 13 and 15.

10. Allocations of Profits and Losses/Distributions.

All profits and losses of the Company shall be allocated to the Members pro rata in accordance with their percentage interests in the Company, if any. As of the Effective Date, the Managing Member has a 100% limited liability company interest in the Company. All distributions by the Company shall be allocated in the same proportion as profits and losses.

11. Tax Status.

It is intended that the Company shall be disregarded as an entity separate from its owner for federal, state and local income tax purposes.

12. New Members/Transfers.

New Members of the Company may be admitted only with the consent of the Managing Member. In the event of such admission, this Agreement shall be amended and/or restated, as determined by the Managing Member. No Member may sell, assign, pledge, hypothecate or otherwise transfer his or her interest in the Company without the consent of the Managing Member.

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13. Withdrawals.

Subject to the requirements of applicable law, a Member may withdraw all or a portion of its capital from the Company at any time. Withdrawals may be in cash or in securities or other instruments held by the Company.

14. Limited Liability of Members.

Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

15. Liquidation and Dissolution.

(a) Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the holders of at least a majority of the Company’s limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.

16. Winding up Affairs and Distribution of Assets.

(a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the “ Liquidating Member ”) and shall proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind-up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom (after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all liabilities and expenses shall have been made).

(b) If the Company shall employ method (1) as set forth in Section 16(a) in whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors (including Members who are creditors) in satisfaction of all of the Company’s debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining

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in such reserve shall be distributed as provided herein), other than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance with Section 10 hereof.

(c) In connection with the liquidation of the Company, the Members severally, jointly, or in any combination upon which they may agree, shall have the first opportunity to make bids or tenders for all or any portion of the assets of the Company, and such assets shall not be sold to an outsider except only for a price higher than the highest and best bid of a single Member, the Members jointly, or a combination of Members. Any bid made by a Member or Members for all or any portion of the assets shall be made, if at all, within 30 days after the Liquidating Member or any other Member shall have requested such bids. A copy of each bid shall be delivered by the Liquidating Member to each Member. Unless otherwise agreed by all Members, no Member shall be entitled to raise its bid after submission thereof, whether in response to a bid received by the Company from any other Member or third party, or otherwise.

17. Amendments.

The Members may amend this Agreement at any time by a written instrument signed by each of the Members and filed with the books and records of the Company. Pending any replacement or amendment of this Agreement, it is intended that the provisions of the Act be controlling as to any matters not set forth in this Agreement.

18. Indemnification.

Any Person made, or threatened to be made, a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was (a) a Member, or (b) an employee, officer, director, shareholder, member, limited partner or partner of a Member, or (c) such other Persons (including employees of the Company) as the Managing Member may designate from time to time, in its sole and absolute discretion (collectively, the “ Indemnified Persons ”), shall be indemnified by the Company for any losses or damage sustained with respect to such action or proceeding, and the Company shall advance such Indemnified Person’s reasonable related expenses to the fullest extent permitted by law. “ Person ” means an individual, corporation, association, limited liability company, limited liability partnership, limited partnership, partnership, estate, trust or other unincorporated organization. The Company shall have the power to purchase and maintain insurance on behalf of the Indemnified Persons against any liability asserted against or incurred by them. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall not extend to actions or omissions of any Indemnified Person which are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful misconduct by such Indemnified Person or which are in material breach or violation by such Indemnified Person of this Agreement, in each case as determined by a court of competent jurisdiction. No Indemnified Person shall be liable to the Company or any other Member for actions taken in good faith. The duty of the Company to indemnify the Indemnified Persons under this Section 18 shall be limited to the assets of the Company, and no recourse shall be available against any Member for satisfaction of such indemnification obligations of the Company.

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19. Miscellaneous.

(a) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(b) Captions . All captions used in this Agreement are for convenience only and shall not affect the meaning or construction of any provision hereof.

(c) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and assigns.

(e) Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be effective and deemed delivered or given, as the case may be, (i) if given by facsimile, when transmitted and the appropriate confirmation is received from the machine transmitting such facsimile, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day, (ii) if given by reputable overnight courier, on the next business day, (iii) by hand delivery, when delivered (iv) if mailed, on the second business day following the day on which sent by first class mail or (v) if electronically mailed, when transmitted, and followed by hard copy via overnight mail or reputable overnight courier for receipt the next business day.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first above written.

GREEN TREE CREDIT SOLUTIONS LLC
By:
Name:		David C. Schneider
Title:		President

[Signature Page to Walter Management Holding Company LLC Third A&R LLC Agreement]

Exhibit T3E.1

DISCLOSURE STATEMENT FOR PREPACKAGED CHAPTER 11

PLAN OF REORGANIZATION OF WALTER INVESTMENT

MANAGEMENT CORP. AND THE AFFILIATE CO-PLAN PROPONENTS

Dated:     November 6, 2017

New York, New York

THIS SOLICITATION OF VOTES (THE “ SOLICITATION ”) IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF THE PLAN (AS DEFINED HEREIN) IN CONNECTION WITH THE FILING OF A VOLUNTARY CASE UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE (THE “ BANKRUPTCY CODE ”) BY WALTER INVESTMENT MANAGEMENT CORP. BECAUSE THE CHAPTER 11 CASE HAS NOT YET BEEN COMMENCED, THIS DISCLOSURE STATEMENT (AS DEFINED HEREIN) HAS NOT, AS OF THE DATE HEREOF, BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. FOLLOWING THE COMMENCEMENT OF THE CHAPTER 11 CASE, THE DEBTOR (AS DEFINED HEREIN) EXPECTS TO PROMPTLY SEEK (I) BANKRUPTCY COURT APPROVAL OF (A) THIS DISCLOSURE STATEMENT AS CONTAINING ADEQUATE INFORMATION, AND (B) THE SOLICITATION OF VOTES AS BEING IN COMPLIANCE WITH SECTIONS 1125 AND 1126(b) OF THE BANKRUPTCY CODE, AND (II) CONFIRMATION OF THE PLAN.

DISCLOSURE STATEMENT, DATED November 6, 2017

Solicitation of Votes on the

Prepackaged Plan of Reorganization of

WALTER INVESTMENT MANAGEMENT CORP .

HOLDERS OF CLAIMS OR INTERESTS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE AND SHOULD CONSULT WITH THEIR OWN ADVISORS BEFORE VOTING ON THE PLAN.

THE ISSUANCE OF AND THE DISTRIBUTION UNDER THE PLAN OF (I) NEW SECOND LIEN NOTES, (II) MANDATORILY CONVERTIBLE PREFERRED STOCK, (III) NEW COMMON STOCK, AND (IV) NEW WARRANTS WILL BE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) AND ANY OTHER APPLICABLE SECURITIES LAWS PURSUANT TO SECTION 1145 OF THE BANKRUPTCY CODE. THE AVAILABIILITY OF THE EXEMPTION UNDER SECTION 1145 OF THE BANKRUPTCY CODE OR ANY OTHER APPLICABLE SECURITIES LAWS SHALL NOT BE A CONDITION TO THE OCCURRENCE OF THE EFFECTIVE DATE.

THE SOLICITATION OF VOTES ON THE PLAN WITH RESPECT TO THE TERM LOAN CLAIMS, SENIOR NOTES CLAIMS, AND THE CONVERTIBLE NOTES CLAIMS IS BEING MADE PURSUANT TO SECTION 4(A)(2) AND REGULATION D OF THE SECURITIES ACT AND ONLY FROM HOLDERS OF SUCH CLAIMS WHO ARE ACCREDITED INVESTORS AS DEFINED IN RULE 501 OF THE SECURITIES ACT.

THE NEW SECOND LIEN NOTES, THE MANDTORILY CONVERTIBLE PREFERRED STOCK, THE NEW COMMON STOCK, AND THE NEW WARRANTS TO BE ISSUED ON THE EFFECTIVE DATE HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “ SEC ”) OR BY ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY, AND NEITHER THE SEC NOR ANY SUCH AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

CERTAIN STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING STATEMENTS INCORPORATED BY REFERENCE, PROJECTED FINANCIAL INFORMATION, AND OTHER FORWARD-LOOKING STATEMENTS, ARE BASED ON ESTIMATES AND ASSUMPTIONS. CERTAIN OF THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “BELIEVES,” “EXPECTS,” “PROJECTS,” “INTENDS,” “PLANS,” “ESTIMATES,” “ASSUMES,” “MAY,” “SHOULD,” “WILL,” “SEEKS,” “ANTICIPATES,” “OPPORTUNITY,” “PRO FORMA,” “PROJECTIONS,” OR OTHER SIMILAR EXPRESSIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBED HEREIN.

READERS ARE CAUTIONED THAT ANY FORWARD-LOOKING STATEMENTS HEREIN ARE BASED ON ASSUMPTIONS THAT ARE BELIEVED TO BE REASONABLE, BUT ARE SUBJECT TO A WIDE RANGE OF RISKS IDENTIFIED IN THIS DISCLOSURE STATEMENT. IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPECTED INCLUDE, BUT ARE NOT LIMITED TO, THOSE FACTORS, RISKS, AND UNCERTAINTIES

DESCRIBED IN MORE DETAIL UNDER THE HEADING “RISK FACTORS” AND ELSEWHERE IN THE COMPANY’S ANNUAL AND QUARTERLY REPORTS, INCLUDING AMENDMENTS THERETO, AND OTHER FILINGS WITH THE SEC. DUE TO THESE UNCERTAINTIES, READERS CANNOT BE ASSURED THAT ANY FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT. THE DEBTOR IS UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO) UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE, UNLESS INSTRUCTED TO DO SO BY THE BANKRUPTCY COURT.

HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS ARE NOT IMPAIRED BY THE PLAN AND, AS A RESULT, THEIR RIGHT TO RECEIVE PAYMENT IN FULL OR BE TREATED IN THE ORDINARY COURSE ON ACCOUNT OF VALID OBLIGATIONS IS NOT ALTERED BY THE PLAN. DURING THE CHAPTER 11 CASE, THE DEBTOR AND ITS AFFILIATES INTEND TO OPERATE THEIR BUSINESSES IN THE ORDINARY COURSE, AND THE DEBTOR WILL SEEK AUTHORIZATION FROM THE BANKRUPTCY COURT, IF NECESSARY, TO MAKE PAYMENT IN FULL TO, OR TREAT IN THE ORDINARY COURSE, ALL TRADE CREDITORS, EMPLOYEES, AND LEASE COUNTERPARTIES OF ALL AMOUNTS DUE BY THE DEBTOR PRIOR TO AND DURING THE CHAPTER 11 CASE.

NO INDEPENDENT AUDITOR OR ACCOUNTANT HAS REVIEWED OR APPROVED THE FINANCIAL PROJECTIONS OR THE LIQUIDATION ANALYSIS HEREIN.

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. THE TERMS OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY WITH THE SUMMARIES IN THIS DISCLOSURE STATEMENT.

THE INFORMATION IN THIS DISCLOSURE STATEMENT IS BEING PROVIDED SOLELY FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN OR IN CONNECTION WITH CONFIRMATION OF THE PLAN. NOTHING IN THIS DISCLOSURE STATEMENT MAY BE USED BY ANY PARTY FOR ANY OTHER PURPOSE.

ALL EXHIBITS TO THE DISCLOSURE STATEMENT ARE INCORPORATED INTO AND ARE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL HEREIN.

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