FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREEN TREE INVESTMENT HOLDINGS III LLC

Exhibit 3.28

FOURTH AMENDED AND RESTATED

GREEN TREE INVESTMENT HOLDINGS III LLC

TABLE OF CONTENTS


ARTICLE I. GENERAL PROVISIONS; DEFINITIONS		1

1.1. Registered Office		1

1.2. Other Offices		2

1.3. Purpose; Nature of Business Permitted; Powers		2

1.4. Limited Liability of Members		2

1.5. Tax Classification; No State Law Partnership		2

1.6. Definitions		2

1.7. Certificates		4

1.8. Term		4

ARTICLE II. CAPITAL CONTRIBUTIONS		4

2.1. Capital Contributions		4

2.2. Capital Withdrawal Rights, Interest and Priority		5

2.3. Admission of New Members		5

2.4. Interest		5

ARTICLE III. MANAGEMENT OF THE COMPANY		5

3.1. Management Generally		5

3.2. Officers; Designation; Term; Qualifications		6

ARTICLE IV. TRANSFERS OF UNITS		7

4.1. Restrictions on Transfer		7

ARTICLE V. [Reserved]		8

ARTICLE VI. DISTRIBUTIONS AND EXPENSES		8

6.1. Distributions		8

6.2. Amounts Withheld		8

ARTICLE VII. OTHER TAX MATTERS		9

7.1. Books and Records		9

7.2. Survival		9

7.3. Activities Outside of the United States		9

ARTICLE VIII. DISSOLUTION; TERMINATION		9

8.1. Dissolution		9

8.2. Dissolution, Winding Up and Liquidation		9

ARTICLE IX. INDEMNIFICATION AND CONTRIBUTION		10

9.1. Exculpation and Indemnity by the Company		10


9.2. Expenses			10

9.3. Advance Payment of Expenses			10

9.4. Indemnification Procedure for Third Party and Other Claims			10

9.5. Other Claims			11

9.6. Limitation on Damages			11

ARTICLE X. MISCELLANEOUS PROVISIONS			12

10.1. Entire Agreement			12

10.2. Amendments			12

10.3. Applicable Law; Venue			12

10.4. Enforcement			12

10.5. Headings			12

10.6. Severability			12

10.7. Heirs, Successors and Assigns			12

10.8. Tax Reports and Financial Statements; Information			13

10.9. Counterparts			13

10.10. Filings			13

10.11. Additional Documents			13

10.12. Notices			13

10.13. Waiver of Right to Partition and Xxxx of Accounting			13

10.14. Confidentiality; Press Releases			14

Schedule A - Schedule of Units and Percentage Interests of the Members			A-1

Schedule B - Officers			B-1

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

GREEN TREE INVESTMENT HOLDINGS III LLC,

a Delaware Limited Liability Company

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Green Tree Investment Holdings III LLC, a Delaware limited liability company (the “Company”), is made as of December 18, 2009, by Green Tree Credit Solutions LLC, a Delaware limited liability company (“GTCS”), as the sole member.

RECITALS:

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) of the Company was filed with the Secretary of State of the State of Delaware on May 20, 2003;

WHEREAS, on December 31, 2007, GTH LLC (“GTH”) entered into a Third Amended and Restated Limited Liability Company Agreement of the Company, which this Agreement now amends and restates in its entirety;

WHEREAS, GTH is effecting certain strategic initiatives which include a reorganization of its organizational structure based on separating its mortgage servicing business and its legacy investment portfolio of loans, securities and excess cash (the “Reorganization”);

WHEREAS, in connection with the Reorganization, the GTCS received 100% of the limited liability company interests of the Company from GTH through a series of transfers and became the sole member of the Company; and

WHEREAS, in accordance with the Act (as defined in Section 1.6 hereof), GTCS desires to enter into this Agreement to set forth the respective rights, powers and interests of the members with respect to the Company and their respective Units therein, and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, GTCS hereby agrees as follows:

ARTICLE I.

GENERAL PROVISIONS; DEFINITIONS

1.1. Registered Office. The registered agent and office of the Company in the State of Delaware shall continue to be The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The Member may change said registered office from one location to another in the State of Delaware.

1.2. Other Offices. The Company may have one or more offices as may be established from time to time.

1.3. Purpose; Nature of Business Permitted; Powers. The Company is organized for the business object and purpose of (a) acquiring, holding, financing, operating, managing, and disposing of the assets held by the Company and (b) such other activities as limited liability companies may engage in under the Act that are necessary or advisable in connection with the foregoing. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the foregoing business object and purpose of the Company.

1.4. Limited Liability of Members. No Member or any of its Affiliates shall have any liability for the debts, obligations or liabilities of the Company or of any other Member.

1.5. Tax Classification; No State Law Partnership. With the consent of each Member, the Company elected under U.S. Treasury Regulations Section 301.7701-3(c) to be treated as an organization taxable as a corporation for U.S. federal income tax purposes, with effect from June 20, 2003. The Member and the Company shall file all tax returns and shall otherwise treat the Company in a manner consistent therewith. No provision of this Agreement shall be deemed or construed to constitute the Company (including its subsidiaries) as a partnership (including a limited partnership) or joint venture.

1.6. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.6 shall, for the purposes of this Agreement, have the meanings herein specified (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Act” means the Delaware Limited Liability Company Act (as it may be amended from time to time and any successor to such Act).

“Affiliate” (and with a correlative meaning “Affiliated”) shall mean, with respect to any Person, any direct or indirect subsidiary of such Person, and any other Person that directly or indirectly controls or is controlled by or is under common control with such first Person, and, with respect to any natural person, any member of his or her immediate family or a trust, family limited partnership or other gift and estate planning vehicle for the benefit of any such person.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Business Day” means any day other than a Saturday, Sunday or any other day on which banks in New York City are required or permitted by law to be closed.

“Capital Contribution” means the consideration the Member contributed to the Company in exchange for Units in the Company.

“Certificate of Formation” means the Certificate of Formation referred to in recitals to this Agreement hereof and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Act.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Asset” means any property owned by the Company and/or any of its direct or indirect subsidiaries.

“control” (including, with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“GTCS” has the meaning set forth in the preamble to this Agreement.

“GTH” has the meaning set forth in the recitals to this Agreement.

“Indemnifiable Losses” has the meaning set forth in Section 9.1 hereof.

“Indemnified Person” has the meaning set forth in Section 9.1 hereof.

“Indemnified Party” has the meaning set forth in Section 9.4 hereof.

“Indemnifying Party” has the meaning set forth in Section 9.4 hereof.

“Member” means each Person holding Units who has been admitted as a member of the Company in accordance with this Agreement.

“Officer” means any officer of the Company appointed by the Members.

“Percentage Interest” means, with respect to a Member, the percentage of the Units held by such Member, which percentage (a) is set forth opposite its name on Schedule A hereto, as such schedule may be amended to reflect changes in such percentage, (b) represents the number of Units held by such Member divided by the aggregate amount of the number of Units held by all Members and (c) represents such Member’s rights to receive distributions of the Company Assets in accordance with the provisions of this Agreement.

“Person” means any individual, corporation, association, partnership (general or limited), joint venture, trust, joint-stock company, estate, limited liability company, unincorporated organization or other legal entity or organization.

“Regulations” means the federal income tax regulations promulgated by the Treasury Department under the Code, as such regulations may be amended from time to time. All references herein to a specific section of the Regulations shall be deemed also to refer to any corresponding provisions of succeeding Regulations.

“Reorganization” has the meaning set forth in the recitals to this Agreement.

“Third Party Claim” has the meaning set forth in Section 9.4 hereof.

“Transfer” has the meaning set forth in Section 4.1(a) hereof.

“Units” means one or more units of membership interests representing limited liability company interests (as defined in the Act) in the Company, including, without limitation, capital, voting rights, if any, and any other rights, benefits and obligations under this Agreement and the Act.

Any capitalized term not defined herein shall have the meaning ascribed to such term in the Act.

1.7. Certificates. Each Member and each Officer are authorized Persons within the meaning of the Act to execute; deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction within the United States in which the Company may wish to conduct business; provided, that the laws of such jurisdiction recognize the limited liability of the Members and the Company qualifies to do business in such jurisdiction as a foreign limited liability company.

1.8. Term. The term of the Company shall begin on May 20,2003, being the date on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware and shall continue until dissolved in accordance with the provisions hereof or pursuant to the Act.

ARTICLE II.

CAPITAL CONTRIBUTIONS

2.1. Capital Contributions.

No Member shall be entitled to any compensation by reason of its Capital Contribution or by reason of serving as a Member. No Member shall be required to lend any funds to the Company.

2.2. Capital Withdrawal Rights, Interest and Priority. Except as expressly provided in this Agreement, no Member shall be entitled to withdraw or reduce such Member’s

Capital Contribution in whole or in part until the dissolution, liquidation and winding-up of the Company, except to the extent of distributions pursuant to Article VI hereof may represent returns of capital. A Member who withdraws or purports to withdraw as a Member without the consent of the other Members or as otherwise allowed by this Agreement shall be liable to the Company for any damages suffered by the Company on account of the breach and shall not be entitled to receive any payment on its Units or a return of its Capital Contribution until the time otherwise provided herein for distributions to Members.

2.3. Admission of New Members. Unless otherwise permitted under Article IV hereof, new Members may only be admitted to the Company with the approval of each existing Member. A new Member must agree in writing to be bound by the terms and provisions of the Certificate of Formation and this Agreement, each as may be amended from time to time, and must execute a counterpart of, or an agreement adopting, this Agreement and other related agreements as the existing Members may require. Upon admission, the new Member shall have all rights and duties of a Member of the Company.

2.4. Interest. No interest shall be paid or credited to a Member on its capital or upon any undistributed profits of the Company.

ARTICLE III.

MANAGEMENT OF THE COMPANY

3.1. Management Generally.

(a) The full and exclusive right, power and authority to manage the Company is retained by, and reserved to, the Members. Nothing in this Agreement shall be deemed to designate or appoint, or authorize the designation or appointment, of any “managers” as such term is defined in the Act.

(b) Each Member, and if there is more than one Member than all of the Members acting by unanimous consent, shall have the power and authority, in the name of and on behalf of the Company, to perform all acts and do all things that it deems necessary or desirable to conduct the business of the Company.

(c) Without limiting the generality of Section 3.1(b) hereof, each Member, and if there is more than one Member, then all of the Members acting by unanimous consent, shall be authorized in the name of and on behalf of the Company:

(i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments for the operation of the Company; and

(ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Company as set forth in Section 1.3 hereof.

(d) Any action taken by a Member (or by unanimous consent of all of the Members), and the signature of a Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the Company, shall be sufficient to bind the Company and shall conclusively evidence the authorization and approval of the Company with respect thereto.

(e) Any Person dealing with the Company or a Member may rely upon a certificate signed by such Member as to (i) the identity of any Member or any Officer, (ii) any factual matters relevant to the affairs of the Company, (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company or (iv) any action taken or omitted by the Company or such Member.

3.2. Officers; Designation; Term; Qualifications.

(a) The Members (acting by unanimous consent) may, from time to time, designate one or more Persons to be Officers of the Company. The names of the Persons designated as the Officers of the Company are set forth in Schedule B hereto. Any Officer so designated shall have such authority and perform such duties as the Members delegate. The Members 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 Members pursuant to this Section 3.2. 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, his or her resignation or his or her removal (with or without cause) by the Members. Any Person may hold any number of offices. No Officer need be 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.

(b) Any Officer of the Company may be removed as such, with or without cause, by the Members (acting by unanimous consent); 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 bylaws of the Company or any subsidiary), if any, of the Person so removed. Any Officer of the Company may resign as such at any time upon written notice to the Members. 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 Members. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(c) No Officer of the Company shall be entitled to any Units or other interest in the Company or any subsidiary of the Company or compensation by reason of serving as an Officer.

(d) 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 (i) the Officer so acting has in fact no authority to act for the Company in the

particular matter and (ii) 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 Members (acting by unanimous consent).

ARTICLE IV.

TRANSFERS OF UNITS

4.1. Restrictions on Transfer.

(a) A Member may directly or indirectly transfer, assign or otherwise dispose of (each, a “Transfer”) all or any portion of its Units only with the prior written consent of each other Member. Any Transfer of Units in contravention of the provisions of this Agreement shall be null and void.

(b) A Member shall not enter into any agreements or arrangements of any kind with any Person with respect to any Units inconsistent with the provisions of this Agreement (whether or not such agreements and arrangements are with other Members), including agreements or arrangements with respect to the acquisition, disposition or voting (if applicable) of any Units, nor shall any Member act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting (if applicable) of any Units in any manner which is inconsistent with the provisions of this Agreement.

(c) Unless and until a transferee is admitted as an additional or substitute Member, the transferee shall have no right to exercise any of the powers, rights and privileges of a Member hereunder. A Member that has transferred its Units shall cease to be a Member upon Transfer of all of the Member’s Units (and the admission of a transferee in respect of such Units as a Member in accordance with the terms of this Agreement) and thereafter shall have no powers, rights and privileges as a Member hereunder.

(d) The Company, the Members, the Officers of the Company and any other Person or Persons having business with the Company need only deal with Members who are admitted as Members or as additional or substitute Members of the Company, and they shall not be required to deal with any other Person by reason of a Transfer by a Member. In the absence of a transferee of a transferring Member’s Units being admitted as a Member as provided herein, any payment to a Member shall acquit the Company of all liability to any other Persons who may be interested in such payment by reason of an assignment by such Member.

(e) Notwithstanding anything to the contrary contained herein, no Member shall Transfer or propose to Transfer any Units at any time if such action would:

(i) constitute a violation of the Act;

(ii) constitute a violation of any securities or blue sky laws of any applicable jurisdiction or a breach of the conditions to any exemption from

registration of securities under any such laws or a breach of any undertaking or agreement of such Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder or would require the Company to file periodic reports under the U.S. Securities Exchange Act of 1934, as amended, or any similar law in any other jurisdiction;

(iii) result in the Company being required to register as an investment company under the United States Investment Company Act of 1940, as amended;

(iv) result in the Company’s assets being treated as plan assets of any employee benefit plan subject to Title 1 of the United States Employee Retirement Income Security Act of 1974, as amended; or

(v) result in an event of default under any credit agreements to which the Company is a party.

ARTICLE V.

[RESERVED]

ARTICLE VI.

DISTRIBUTIONS AND EXPENSES

6.1. Distributions. At such times as are determined by the Members (acting by unanimous consent) from time to time, the Company shall make distributions, in cash or in kind, to the Members in accordance with their respective Percentage Interests.

6.2. Amounts Withheld. All amounts withheld or paid pursuant to the Code or any provisions of state, local or foreign tax law with respect to any payment, distribution, allocation or other consideration paid to Members, shall be treated as amounts paid or distributed, as the case may be, to such Members with respect to which such amount was withheld or paid pursuant to this Section 6.2 for all purposes under this Agreement. The Company is authorized to withhold or pay, when required under applicable law, from payments or distributions and to pay over to any federal, state, local or foreign government any amounts required to be so withheld or paid pursuant to the Code or any provisions of any federal, state, local or foreign law.

ARTICLE VII.

OTHER TAX MATTERS

7.1. Books and Records. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business.

The fiscal year of the Company for financial reporting and for federal income tax purposes shall be the calendar year. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business in the United States, and each Member, and any duly authorized representative, shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times. The Company’s books of account shall be kept on an accrual basis or as otherwise provided by the Members and otherwise in accordance with generally accepted accounting principles, consistently applied, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles (including the Regulations).

7.2. Survival. The provisions of this Article VII shall survive the dissolution of the Company (as well as any termination, purchase or redemption of any Member’s Units for any reason whatsoever), and shall remain binding on the Members and all former Members for a period of time necessary to resolve with the appropriate taxing authorities any and all material matters regarding the taxation of the Company and its Members by reason of their Units.

7.3. Activities Outside of the United States. The provisions of this Article VII shall be applicable, to the maximum extent possible, with respect to tax matters involving the Company’s activities outside of the United States.

ARTICLE VIII.

DISSOLUTION; TERMINATION

8.1. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon: (a) the unanimous vote of all of the Members; or (b) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

8.2. Dissolution. Winding Up and Liquidation. Upon a dissolution of the Company, the Company shall continue solely for purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying claims of its creditors. The liquidator of the Company shall take full account of the Company’s liabilities and property and shall cause the property or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:

(a) first, to creditors (including Members who are creditors to the extent otherwise permitted by law) in satisfaction of all of the Company’s debts and other liabilities, including the expenses of the winding-up, liquidation and dissolution of the Company (whether by payment or the making of reasonable reserves to provide for payment thereof); and

(b) second, to the Members in accordance with their respective Percentage Interests.

ARTICLE IX.

INDEMNIFICATION AND CONTRIBUTION

9.1. Exculpation and Indemnity by the Company. In the absence of fraud, willful misconduct or gross negligence by a Member or any Officer, or their respective officers, directors, stockholders, members, partners and other affiliates, and any other person who serves at the request of the Members or Officer on behalf of the Company as an officer, director, partner, employee or agent of any other entity (collectively, an “Indemnified Person”), and provided such Indemnified Person shall have acted in good faith consistent with applicable law and the provisions of this Agreement, no Indemnified Person shall be liable to the Members or the Company in connection with any of the transactions contemplated by this Agreement (i) for any mistake in judgment, (ii) for any action or inaction taken or omitted, or (iii) for any loss due to the mistake, action, inaction or negligence of any broker or other agent that is not an Indemnified Person or the dishonesty, fraud or bad faith of any broker or other agent selected and monitored in good faith and with reasonable care. To the fullest extent permitted by applicable law, the Company shall indemnify each Indemnified Person and hold such Indemnified Person harmless against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of fraud, willful misconduct or gross negligence with respect to such acts or omissions; provided that any indemnity under this Section 9.1 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof. The foregoing provisions of this Section 9 shall survive any termination of this Agreement.

9.2. Expenses. Any indemnification under Section 9.1 hereof, as well as the advance payment of expenses permitted under Section 9.3 hereof shall be made by the Company to the fullest extent permitted under the Act.

9.3. Advance Payment of Expenses. The expenses of any Indemnified Person incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Indemnified Person (in form and substance, from an indemnitor, reasonably satisfactory to the Members), to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified by the Company. The provisions of this Section 9.3 do not affect and shall not be deemed exclusive of any other rights, including, without, limitation, any rights to indemnification or advancement of expenses to which any such Indemnified Person may be entitled under any contract or otherwise by law.

9.4. Indemnification Procedure for Third Party and Other Claims. A party against whom indemnification is sought under this Agreement (the “Indemnifying Party”) shall have the right, but not the obligation, exercisable by written notice to the Person seeking such

indemnification hereunder (the “Indemnified Party”) within 30 days after receipt of written notice from the Indemnified Party of the commencement of or assertion of any claim, action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim that (a) involves (and continues to involve) solely money damages or (b) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the third party and the claims for equitable relief are incidental to the claims for money damages. The Indemnified Party shall have the right to assume the defense and control the settlement of any Third Party Claim (i) not described in clauses (a) or (b) of the preceding sentence or (ii) described in clauses (a) or (b) of the preceding sentence whose defense and control of settlement has not been assumed by the Indemnifying Party. The Indemnifying Person or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim that the other is defending, as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld). The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, enter into any compromise or settlement which (A) commits the Indemnified Party to take, or to forbear to take, any action or (B) does not provide for a complete release by such Third Party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief against the Indemnified Party, and shall have the right to settle any Third Party Claim involving money damages for which the Indemnifying Party has not assumed the defense pursuant to this Section 9.4 with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

9.5. Other Claims. In the event an Indemnified Party shall claim a right to payment pursuant to this Agreement for other than a Third Party Claim, such Indemnified Party shall send written notice of such claim to the Indemnifying Party. Such notice shall specify the basis for such claim. As promptly as possible after the Indemnified Party has given such notice, the Indemnified Party and the Indemnifying Party shall attempt to resolve such claim by mutual agreement before resorting to other legal means to resolve such claim.

9.6. Limitation on Damages. Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement including, without limitation, in respect of any breach by any Member of this Agreement; provided, that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Indemnifiable Losses directly incurred from Third Party Claims. Any Indemnified Person shall take commercially reasonable actions to mitigate his, her, its or their damages.

ARTICLE X.

MISCELLANEOUS PROVISIONS

10.1. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement with respect to the subject matter contained herein and therein.

10.2. Amendments. This Agreement may be amended only by action of the Members.

10.3. Applicable Law; Venue.

(a) The Certificate of Formation and this Agreement shall be governed exclusively by their respective terms and the laws of the State of Delaware, without regard to the conflicts of laws principles thereof.

(b) Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the Delaware Court of Chancery, and, by execution and delivery of this Agreement, each Member hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and the appellate courts thereof. Each Member irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at the address for notices set forth herein. Each Member hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

10.4. Enforcement. In the event of an action, suit or proceeding initiated by one Member against another Member involving the enforcement of its rights hereunder, the prevailing party shall be entitled to indemnification from the other party of reasonable attorneys’ fees and expenses incurred in enforcing its rights in such action, suit or proceeding.

10.5. Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions contained herein.

10.6. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be deemed invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.7. Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements, contained in this Agreement shall be binding upon and inure to the benefit of each Member and its respective assignees (whether permitted by this Agreement or

not), heirs, legal representatives and successors; provided, however, that no assignment shall be made by a Member other than pursuant to, in accordance with and as permitted by Article IV hereof.

10.8. Tax Reports and Financial Statements; Information. After the end of each fiscal year, the Officers shall, as promptly as possible and in any event within 90 days after the close of the fiscal year, cause to be prepared and transmitted to each Member such information as may be necessary for the preparation of the Member’s federal income tax return and such other tax information as such Member may reasonably request.

10.9. Counterparts. This Agreement may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart,

10.10. Filings. Following the execution and delivery of this Agreement, the Officers or their designee, under the supervision and control of the Members, shall promptly prepare any documents required to be filed and recorded under the Act, and the Officers or such designee shall promptly cause each such document to be filed and recorded in accordance with the Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Officers or such designee, under the supervision and control of the Members, shall also promptly cause to be filed, recorded and published such statements of fictitious business name and any other notices, certificates, statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

10.11. Additional Documents. Each Member agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

10.12. 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, (a) 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, (b) if given by reputable overnight courier, on the next Business Day, (c) by hand delivery, when delivered or (d) if mailed, on the second Business following the day on which sent by first class mail. Notices shall be delivered to the addresses or facsimile numbers set forth in a schedule filed with the records of the Company or such other addresses or facsimile numbers as the Member may hereafter specify.

10.13. Waiver of Right to Partition and Xxxx of Accounting. To the fullest extent permitted by applicable law, each Member covenants that it will not, and hereby waives any right to, file a xxxx for partnership accounting. Each Member irrevocably waives any right that it may have to maintain any action for dissolution of the Company (unless the Company is dissolved pursuant to Section 8.1 hereof) or partition with respect to any of the Company Assets.

10.14. Confidentiality; Press Releases. Each Member shall keep confidential this Agreement and the transactions contemplated hereby and shall not disclose, issue any press release or otherwise make any public statement in connection therewith without the prior written consent of each other Member (not to be unreasonably withheld) unless so required by applicable law or any governmental authority; provided that no such written consent shall be required (and each Member shall be free to release such information) for disclosures to each Member’s partners, members, advisors, employees, agents, accountants or attorneys, so long as such persons agree to keep such information confidential.

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


GREEN TREE CREDIT SOLUTIONS LLC, a Delaware Limited Liability Company, as the Sole Member

By:
		Name: Xxxxx X. Xxxxx
		Title: Senior Vice President, General Counsel and Secretary

[Signature Page to Green Tree Investment Holdings III LLC Fourth Amended and Restated Operating Agreement]

SCHEDULE A


MEMBER’S NAME	UNITS		PERCENTAGE INTEREST
GREEN TREE CREDIT SOLUTIONS LLC		98,931.33		100	%

A-1

SCHEDULE B

Officers


Xxxxx X. Xxxxxxxx		President and Chief Operating Officer

Xxxxxx X. Xxxxxxx		Senior Vice President and Chief Financial Officer

Xxxxx X. Xxxxx		Senior Vice President, General Counsel and Secretary

Xxxx X. Xxxxxxx		Vice President

Xxxxxxx X. Glad		Assistant Vice President

B-1

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Table of Contents

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREEN TREE INVESTMENT HOLDINGS III LLC

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