WAC Walter Investment Management Corp. (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM T-3/A

(Amendment No. 1)

 

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

 

 

WALTER INVESTMENT MANAGEMENT CORP.

(Issuer)

 

 

DITECH FINANCIAL LLC

DF INSURANCE AGENCY LLC

GREEN TREE CREDIT LLC

GREEN TREE CREDIT SOLUTIONS LLC

GREEN TREE INSURANCE AGENCY OF NEVADA, INC.

GREEN TREE INVESTMENT HOLDINGS III LLC

GREEN TREE SERVICING CORP.

MORTGAGE ASSET SYSTEMS, LLC

REO MANAGEMENT SOLUTIONS, LLC

REVERSE MORTGAGE SOLUTIONS, INC.

WALTER MANAGEMENT HOLDING COMPANY LLC

WALTER REVERSE ACQUISITION LLC

(Guarantors)

(Name of Applicants)

1100 Virginia Drive, Suite 100

Fort Washington, PA 19034

(Address of principal executive offices)

Securities to be Issued under the Indenture to be Qualified

 

Title of Class		Amount
9% Second Lien Senior Subordinated PIK Toggle Notes due 2024		$250 million aggregate principal amount plus additional notes as permitted by the indenture

Approximate date of proposed public offering: As soon as practicable after the Effective Date under the Plan (as defined herein).

 

Name and registered address of agent for service:		With a copy to:
John J. Haas, Esq. General Counsel, Chief Legal Officer and Secretary Walter Investment Management Corp. 3000 Bayport Drive, Suite 1100 Tampa, FL 33607 (813) 421-7600		Frank R. Adams Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

 

 

 

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EXPLANATORY NOTE

This Amendment to Form T-3 (the “Amendment”) amends and restates the Application for Qualification of Indentures under the Trust Indenture Act on Form T-3 (File No. 022-29050) (the “Form T-3”) originally filed with the Securities and Exchange Commission on November 6, 2017 and (i) attaches certain exhibits previously omitted from the Form T-3 (including a form of indenture) and (ii) updates certain itemized information to the Form T-3.

GENERAL

 

1.	General Information.

Walter Investment Management Corp. (the “Company”) is a Maryland corporation incorporated in 1997. The guarantors identified below (the “Guarantors” and, together with the Company, the “Applicants”) have the following forms of organization or incorporation and jurisdictions of formation.

 

		Form		Jurisdiction
Guarantor
Ditech Financial LLC		Limited Liability Company		Delaware
DF Insurance Agency LLC		Limited Liability Company		Delaware
Green Tree Credit LLC		Limited Liability Company		New York
Green Tree Credit Solutions LLC		Limited Liability Company		Delaware
Green Tree Insurance Agency of Nevada, Inc.		Corporation		Nevada
Green Tree Investment Holdings III LLC		Limited Liability Company		Delaware
Green Tree Servicing Corp.		Corporation		Delaware
Mortgage Asset Systems, LLC		Limited Liability Company		Delaware
REO Management Solutions, LLC		Limited Liability Company		Delaware
Reverse Mortgage Solutions, Inc.		Corporation		Delaware
Walter Management Holding Company LLC		Limited Liability Company		Delaware
Walter Reverse Acquisition LLC		Limited Liability Company		Delaware

 

2.	Securities Act Exemption Applicable.

Pursuant to the terms of the Joint Prepackaged Chapter 11 Plan of Walter Investment Management Corp. (the “Plan”), under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), the Company will issue under the indenture to be qualified hereby (the “Indenture”), to holders of the Company’s 7.875% Senior Notes due 2021 (the “Old Senior Unsecured Notes”), $250 million aggregate principal amount of the Company’s 9% Second Lien Senior Subordinated PIK Toggle Notes due 2024 (the “New Notes”).

The Plan will become effective on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived (the “Effective Date”). The Company will be renamed Ditech Holding Corporation on the Effective Date.

The issuance of the New Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicant believes that the issuance of the New Notes to the holders of the indebtedness held by the holders of Old Senior Unsecured Notes will satisfy the aforementioned requirements. See “Article V Means For Implementation – 5.8 Section 1145 Exemption” of the Plan.

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AFFILIATIONS

 

3.	Affiliates.

The following is a list of affiliates of the Applicants as of the date of this Application.

 

		Jurisdiction of Formation/Incorporation		Owner		Percentage
Company Name
2013 WCO Holdings Corp.		Maryland		Walter Investment Management Corp.			100%
Ditech Agency Advance Depositor LLC		Delaware		Ditech Financial LLC			100%
Ditech PLS Advance Depositor LLC		Delaware		Ditech Financial LLC			100%
Ditech Financial LLC		Delaware		Walter Management Holding Company LLC			100%
DF Insurance Agency LLC		Delaware		Green Tree Credit Solutions LLC			100%
Hanover SPC-A, Inc.		Delaware		Walter Investment Management Corp.			100%
Green Tree Advance Receivables II LLC		Delaware		Ditech Financial LLC			100%
Green Tree Advance Receivables III LLC				Ditech Financial LLC			100%
Green Tree Credit LLC		New York		Walter Management Holding Company LLC			100%
Green Tree Credit Solutions LLC		Delaware		Walter Investment Management Corp.			100%
Green Tree Insurance Agency of Nevada, Inc.		Nevada		Green Tree Credit Solutions LLC			100%
Green Tree Investment Holdings III LLC		Delaware		Green Tree Credit Solutions LLC			100%
Green Tree Servicing Corp.		Delaware		Walter Management Holding Company LLC			100%
Mid-State Capital, LLC		Delaware		Walter Investment Management Corp.			100%
Mortgage Asset Systems, LLC		Delaware		Reverse Mortgage Solutions, Inc.			100%
REO Management Solutions, LLC		Delaware		Reverse Mortgage Solutions, Inc.			100%
Reverse Mortgage Solutions, Inc.		Delaware		Walter Reverse Acquisition LLC			100%
RMS REO BRC, LLC (1)		Delaware		Reverse Mortgage Solutions, Inc.			100%
RMS REO CS, LLC (1)		Delaware		Reverse Mortgage Solutions, Inc.			100%
Walter Management Holding Company LLC		Delaware		Green Tree Credit Solutions LLC			100%
Walter Reverse Acquisition LLC		Delaware		Walter Investment Management Corp.			100%
WIMC Real Estate Investment LLC		Delaware		Walter Investment Management Corp.			100%

 

(1)

The membership interests of RMS REO CS, LLC (“CS REO”) and RMS REO BRC, LLC (“BRC REO”) were purchased by (in the case of CS REO), or assigned to (in the case of BRC REO), Credit Suisse First Boston Mortgage Capital LLC, in its capacity as administrative agent on behalf of the Buyers (the “Administrative Agent”), pursuant to the terms of that certain Second Amended and Restated Master Repurchase Agreement, dated November 30, 2017, but effective as of the Effective Date, among the Administrative Agent, Credit Suisse AG, acting through its Cayman Islands Branch, Alpine Securitization Ltd., Barclays Bank PLC and other Buyers from time to time party to the Repurchase Agreement (hereinafter defined) (collectively, the “Buyers”), Reverse Mortgage Solutions, Inc., (“RMS”) CS REO and BRC REO (the “Repurchase Agreement”). RMS may repurchase the membership interests of CS REO and BRC REO pursuant to the terms of the Repurchase Agreement. Defined terms used in this footnote and not defined herein shall have the meanings given to such defined terms within the Repurchase Agreement.

 

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The Company expects all of these entities to exist upon consummation of the Plan, in the ownership structure shown above. Additional entities may be formed in connection with the consummation of the Plan or thereafter.

Certain directors and officers of the Applicant may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their anticipated holdings of voting securities of the Applicant. See Item 5, “Principal Owners of Voting Securities.”

Mr. Perelman is a director of the Company and by virtue of his position with BSC LP and Baskerville SPV, may be deemed to have the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock directly owned by BSC LP and Baskerville SPV, and he exercises sole voting and dispositive power over the shares of Common Stock directly held by him. Mr. Beltzman is a director of the Company and may be deemed to share voting and dispositive power of the Common Stock directly held by the Funds (as defined below), and he exercises sole voting and dispositive power over the shares of Common Stock directly held by him. Mr. Beltzman has disclaimed beneficial ownership of the Common Stock held by the Funds, except to the extent of his pecuniary interest therein. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

 

4.	Directors and Executive Officers.

The following tables list the names and offices held by all directors and executive officers of each Applicant as of the date of this Application. New directors of the Company will be designated on the Effective Date in accordance with the applicable provisions of the Plan and will consist of nine members, six of whom shall be designated by the Requisite Senior Noteholders (as defined in the Plan) (each of Frederick Arnold, David Ascher, Seth Bartlett, Claude LeBlanc, Thomas Marano and Thomas Miglis have been designated) and three of whom shall be designated by the Company (each of George M. Awad, Daniel Beltzman and Neal Goldman have been designated). New board members, if any, for each of the Guarantors listed further below may be elected by their respective shareholder(s) or member(s), as applicable. Unless otherwise stated in any of the tables set forth below, the mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o Walter Investment Management Corp., 1100 Virginia Drive, Suite 100, Fort Washington, PA 19034.

The Company

The directors and executive officers of the Company are the following individuals.

 

Name		Office
Anthony N. Renzi		Chief Executive Officer and President, Director
Gary L. Tillett (1)		Executive Vice President and Chief Financial Officer
Alfred W. Young, Jr.		Executive Vice President and Chief Risk and Compliance Officer
Jeffrey Baker		Chief Operations Officer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Cheryl A. Collins		Senior Vice President and Treasurer
John J. Haas		General Counsel, Chief Legal Officer and Secretary
Elizabeth F. Monahan		Senior Vice President and Chief Human Resources Officer
Francisco Roca		Chief Audit Executive
Dan Kashdin		Senior Vice President of Financial Planning and Analysis and Corporate Development
Nick Abramovich		Chief Marketing Officer
Joseph H. Kelly, Jr.		Vice President, Business Integration
David Coles		Senior Vice President
George M. Awad		Chairman of the Board
Daniel G. Beltzman		Director
Michael M. Bhaskaran		Director

 

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Name		Office
Alvaro G. de Molina		Director
Neal P. Goldman		Director
William J. Meurer		Director
Vadim Perelman		Director

 

(1)

On December 6, 2017, the Company announced that Jerry Lombardo will succeed Gary Tillett as the Company’s Chief Financial Officer. Mr. Tillett will continue to serve as the Company’s Chief Financial Officer through a date mutually agreed between Mr. Tillett and the Company between February 1, 2018 and February 15, 2018. Mr. Lombardo’s employment with the Company will commence on a date reasonably agreed upon by Mr. Lombardo and the Company, which will be no later than February 1, 2018, and Mr. Lombardo will commence service as the Company’s CFO thereafter as agreed by the Company and Mr. Lombardo.

The Guarantors

The directors and executive officers of Ditech Financial LLC are the following individuals.

 

Name		Office
Anthony N. Renzi		Chief Executive Officer and President
Alfred W. Young, Jr.		Executive Vice President and Chief Risk and Compliance Officer
Cheryl A. Collins		Senior Vice President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Patricia Hobbib		Senior Vice President and Secretary
Todd Block		Senior Vice President, Capital Markets
James Buck		Senior Vice President, IT
Timothy Cranny		Senior Vice President, Performing Loan Servicing
Matthew Detwiler		Senior Vice President, Business Development
Kimberly Gibson		Senior Vice President, Default Servicing
Deborah Knotts		Senior Vice President, Direct Lending
Marianne Mainardi		Senior Vice President, Business Lending
Elizabeth Monahan		Senior Vice President and Chief Human Resources Officer
Laura Reichel		Senior Vice President, Government Agencies, Product Development and Industry Relations
Nick Abramovich		Chief Marketing Officer
Greg Freese		Vice President and Assistant Treasurer
Joseph Ruhlin		Vice President and Assistant Treasurer
Pieter VanZyl		Vice President and Assistant Treasurer
Shana Barlieb		Vice President and Assistant Secretary
Jeanetta Brown		Vice President and Assistant Secretary
Patrick Cannon		Vice President and Assistant Secretary
Elizabeth DeSilva		Vice President, Chief Servicing Counsel and Assistant Secretary
Peter Giamporcaro		Vice President and Assistant Secretary
Brent Lindahl		Vice President and Assistant Secretary
Perry Oake		Vice President and Assistant Secretary
William R. Thompson		Vice President and Assistant Secretary
Louis Recchilongo		Vice President and Bank Secrecy Act/Anti-Money Laundering Officer
Richard Miller		Vice President and Controller
Mark Foley		Vice President, Asset Receivables Management
Vance Nelson		Vice President, Bankruptcy
Kimberly Flynt		Vice President, Business Control
Joel Hanks		Vice President, Collections
Michael Jansen		Vice President, Collections
Eric (Keith) Lammons		Vice President, Collections
Rafael Sanchez		Vice President, Collections
John Parres		Vice President, Customer Service

 

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Name		Office
Michael Squillante		Vice President, Consumer Operations
Martin Burd		Vice President, Default Servicing
Robert Hora		Vice President, Default Servicing
Darrell Neitzel		Vice President, Default Servicing
Daniel McLaren		Vice President, Direct Lending
Craig Fulford		Vice President, IT
Mark Kosanke, Sr.		Vice President, IT
Mary Morris		Vice President, IT
Heidi Oliver		Vice President, IT
Rodney J. (RJohn) Steinberger		Vice President, IT
Robert Tolley		Vice President, IT
Amy Cooper		Vice President, Loan Servicing
Annette Desaulniers		Vice President, Loan Servicing
Alton Porter		Vice President, Loan Servicing
Jeff Moore		Vice President, Performing Servicing
Sonya McCumber		Vice President, Risk and Compliance
Cynthia Glad		Vice President, Tax
Joseph H. Kelly, Jr.		Vice President
James Heinzen		Vice President
Grady Smith		Vice President
Green Tree Servicing Corp.		Managing Member

The directors and executive officers of DF Insurance Agency LLC are the following individuals.

 

Name		Office
Kira Vanderwert		President
Cheryl A. Collins		Senior Vice President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Green Tree Credit Solutions LLC		Sole Member

The directors and executive officers of Green Tree Credit LLC are the following individuals.

 

Name		Office
Anthony N. Renzi		President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Walter Management Holding Company LLC		Sole Member

The directors and executive officers of Green Tree Credit Solutions LLC are the following individuals.

 

Name		Office
Anthony N. Renzi		President
Cheryl A. Collins		Senior Vice President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Patricia Hobbib		Senior Vice President and Secretary
Walter Investment Management Corp.		Sole Member

The directors and executive officers of Green Tree Insurance Agency of Nevada, Inc. are the following individuals.

 

Name		Office
Kira Vanderwert		President
Cheryl A. Collins		Senior Vice President and Treasurer, Director
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer

 

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The directors and executive officers of Green Tree Investment Holdings III LLC are the following individuals.

 

Name		Office
Kira Vanderwert		President
Cheryl A. Collins		Senior Vice President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Green Tree Credit Solutions LLC		Sole Member

The directors and executive officers of Green Tree Servicing Corp. are the following individuals.

 

Name		Office
Anthony N. Renzi		President
Cheryl A. Collins		Senior Vice President and Treasurer, Director
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Patricia Hobbib		Senior Vice President and Secretary

The directors and executive officers of Mortgage Asset Systems, LLC are the following individuals.

 

Name		Office
Jeffery Baker		President
Alan Clark		Vice President, General Counsel and Secretary
Andrew Dokos		Vice President and Treasurer
Jeanetta Brown		Vice President
Reverse Mortgage Solutions, Inc.		Sole Member

The directors and executive officers of REO Management Solutions, LLC are the following individuals.

 

Name		Office
Jeffery Baker		President
Alan Clark		Vice President, General Counsel and Secretary
Andrew Dokos		Vice President and Treasurer
Christian Etienne		Vice President
Christopher McMahon		Vice President
Jeanetta Brown		Vice President
Julie Lindley		Vice President
William R. Thompson		Vice President
Reverse Mortgage Solutions, Inc.		Sole Member

The directors and executive officers of Reverse Mortgage Solutions, Inc. are the following individuals.

 

Name		Office
Jeffery Baker		President
Cheryl A. Collins		Senior Vice President, Director
Leslie Flynne		Senior Vice President, Loan Servicing
Kimberly Perez		Senior Vice President, Chief Accounting Officer
Nick Abramovich		Chief Marketing Officer
Alan Clark		Vice President, General Counsel and Secretary, Director
Shamik Daru		Vice President and Controller
Andrew G. Dokos		Vice President and Treasurer

 

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Name		Office
Jeanetta Brown		Vice President
William R. Thompson		Vice President
Robbye G. Johnson		Vice President, Capital Markets
Robert (Carter) Nicholas		Vice President, Default Services
Jorge Valadez		Vice President, Foreclosure and Bankruptcy
Debra K. Moran		Vice President, Loan Servicing Operations
Suzanne Musick		Vice President, Loan Servicing
Deborah D. Sims		Vice President, Quality Assurance

The directors and executive officers of Walter Management Holding Company LLC are the following individuals.

 

Name		Office
Anthony N. Renzi		President
Cheryl A. Collins		Senior Vice President and Treasurer
Kimberly A. Perez		Senior Vice President and Chief Accounting Officer
Patricia Hobbib		Senior Vice President and Secretary
Green Tree Credit Solutions LLC		Sole Member

The directors and executive officers of Walter Reverse Acquisition LLC are the following individuals.

 

Name		Office
Anthony N. Renzi		President
Gary L. Tillett		Chief Financial Officer
Cheryl A. Collins		Treasurer
Jeanetta Brown		Secretary
Walter Investment Management Corp.		Sole Member

 

5.	Principal Owners of Voting Securities.

(a) The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Company as of the date of this Application.

(1) The Company

 

Name and Complete Mailing Address		Title of Class Owned				Amount Owned				Percentage of Voting Securities Owned
Baker Street Capital Management, LLC and affiliates (1) 12400 Wilshire Blvd., Suite 940 Los Angeles, CA 90025			Common Stock				8,806,082				23.6	%
Birch Run Capital Advisors, LP and affiliates (2) 1350 Broadway, Suite 2215 New York, NY 10018			Common Stock				7,100,547.41				19.0	%

 

(1)

Based on the most recently available Form 4 filed with the SEC on September 8, 2017 by Vadim Perelman, the number of shares reported includes: (a) 7,325,898 shares of Common Stock beneficially owned by Baker Street Capital L.P.; (b) 1,351,626 shares of Common Stock beneficially owned by Baskerville SPV, L.P. and (c) 128,558 shares of Common Stock directly held by Mr. Vadim Perelman. Baker Street Capital GP, LLC, as the general partner of each of BSC LP and Baskerville SPV, may be deemed to beneficially own the Common Stock owned by BSC LP and Baskerville SPV. Baker Street Capital Management (“Baker Street”), as the investment manager of each of BSC LP and Baskerville SPV, may be deemed to beneficially own the Common Stock owned by BSC LP

 

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and Baskerville SPV. Mr. Perelman, as the managing member of each of Baker Street Capital GP and Baker Street may be deemed to beneficially own the Common Stock owned by BSC LP and Baskerville SPV. By virtue of their respective positions with BSC LP, each of Baker Street Capital GP, Baker Street and Mr. Perelman may be deemed to have the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock directly owned by BSC LP. By virtue of their respective positions with Baskerville SPV, each of Baker Street Capital GP, Baker Street and Mr. Perelman may be deemed to have the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock directly owned by Baskerville SPV. Mr. Perelman exercises sole voting and dispositive power over the shares of Common Stock directly held by him.

(2)

Based on the most recently available Form 4 filed with the SEC on September 8, 2017 by Daniel G. Beltzman, the number of shares reported includes: (a) 125,960.41 shares of Common Stock directly held by Mr. Beltzman; and (b) 6,974,587 shares of Common Stock, directly held by Birch Run Capital Partners, LP, Walloon BRC, LP and Pike BRC, LP (the “Funds”). Pursuant to management agreements among Birch Run Advisor LP (“Birch Run”), the Funds, and their respective general partners, Birch Run has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. Birch Run GP, as general partner of Birch Run, together with Daniel G. Beltzman and Gregory Smith, as co-Managing Members of Birch Run GP, the limited partners of Birch Run, and Birch Run may be deemed to share voting and dispositive power of such securities. Birch Run GP, Daniel G. Beltzman, Gregory Smith and Birch Run, disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Mr. Beltzman exercises sole voting and dispositive power over the shares of Common Stock directly held by him.

Under the terms of the Plan, holders of Old Senior Unsecured Notes will receive Mandatorily Convertible Preferred Stock that is convertible into 73% of the total number of issued and outstanding shares of New Common Stock as of the Effective Date subject to dilution by shares of New Common Stock issued or issuable pursuant to the Company’s Management Incentive Plan (as defined in the Plan) and by shares of New Common Stock issued after the Effective Date, including shares of New Common Stock issuable pursuant to the Warrants (as defined in the Plan) if issued).

Under the terms of the Plan, the holders of Common Stock will receive (i) in aggregate 50% of the shares of New Common Stock issued on of the Effective Date subject to dilution by shares of New Common Stock issued or issuable upon conversion of the Mandatorily Convertible Preferred Stock, shares of New Common Stock issued or issuable pursuant to the Company’s Management Incentive Plan (as defined in the Plan) and by shares of New Common Stock issued after the Effective Date, including shares of New Common Stock issuable pursuant to the Warrants (as defined in the plan) if issued) and (ii) in aggregate 50% of the New Warrants.

(2) The Guarantors

 

Guarantor Name		Name and Complete Mailing Address		Title of Class Owned		Amount Owned		Percentage of Voting Securities Owned
Ditech Financial LLC		Walter Management Holding Company LLC Green Tree Servicing Corp. 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Membership Interest		N/A		100%
DF Insurance Agency LLC		Green Tree Credit Solutions LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Membership Interest		N/A		100%
Green Tree Credit LLC		Walter Management Holding Company LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Membership Interest		N/A		100%

 

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Guarantor Name		Name and Complete Mailing Address		Title of Class Owned		Amount Owned		Percentage of Voting Securities Owned
Green Tree Credit Solutions LLC		Walter Investment Management Corp. 1100 Virginia Drive, Suite 100 Fort Washington, PA 19034		Membership Interest		N/A		100%
Green Tree Insurance Agency of Nevada, Inc.		Green Tree Credit Solutions LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Common Stock		10,000		100%
Green Tree Investment Holdings III LLC		Green Tree Credit Solutions LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Membership Interest		N/A		100%
Green Tree Servicing Corp.		Walter Management Holding Company LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Common Stock		100,000		100%
Mortgage Asset Systems, LLC		Reverse Mortgage Solutions, Inc. 14405 Walters Road, Suite 200 Houston, TX 77014		Membership Interest		N/A		100%
REO Management Solutions, LLC		Reverse Mortgage Solutions, Inc. 14405 Walters Road, Suite 200 Houston, TX 77014		Membership Interest		N/A		100%
Reverse Mortgage Solutions, Inc.		Walter Reverse Acquisition LLC 3000 Bayport Drive, Suite 1100 Tampa, FL 33607		Common Stock		1,000		100%
Walter Management Holding Company LLC		Green Tree Credit Solutions LLC 1100 Virginia Drive, Suite 100A Fort Washington, PA 19034		Membership Interest		N/A		100%
Walter Reverse Acquisition LLC		Walter Investment Management Corp. 1100 Virginia Drive, Suite 100 Fort Washington, PA 19034		Membership Interest		N/A		100%

UNDERWRITERS

 

6.	Underwriters.

(a) Within three years prior to the date of the filing of this Application, no person acted as an underwriter of any securities of the Applicants that are currently outstanding on the date of this application.

(b) There is no proposed principal underwriter for the New Notes that are to be issued in connection with the Indenture that is to be qualified under this Application.

 

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CAPITAL SECURITIES

 

7.	Capitalization.

(a) The following tables set forth certain information with respect to each authorized class of securities of the Company as of the date of this Application.

(1) The Company

 

(i) Title of Class		Amount Authorized				Amount Outstanding(1)
4.50% Convertible Senior Subordinated Notes due 2019		$	290,000,000			$	242,468,000
7.875% Senior Notes due 2021		$	575,000,000			$	538,662,000
Preferred Stock (shares)			10,000,000				0
Common Stock (shares)			90,000,000				37,373,616

It is expected that, upon consummation of the Plan, the Company’s capital structure shall be comprised of the New Notes, shares of Mandatorily Convertible Preferred Stock, shares of New Common Stock and Warrants to purchase New Common Stock.

 

(1)	Amount outstanding as of January 12, 2018.

(2) The Guarantors

 

Company Name		Title of Class		Amount Authorized		Amount Outstanding
Ditech Financial LLC		Membership Interest		N/A		100%
DF Insurance Agency LLC		Membership Interest		N/A		100%
Green Tree Credit LLC		Membership Interest		N/A		100%
Green Tree Credit Solutions LLC		Membership Interest		N/A		100%
Green Tree Insurance Agency of Nevada, Inc.		Common Stock, par value $0.10 per share		250,000		10,000
Green Tree Investment Holdings III LLC		Membership Interest		N/A		100%
Green Tree Servicing Corp.		Common Stock, par value $0.01 per share		100,000		100,000
Mortgage Asset Systems, LLC		Membership Interest		N/A		100%
REO Management Solutions, LLC		Membership Interest		N/A		100%
Reverse Mortgage Solutions, Inc.		Common Stock, par value $0.01 per share		5,000		1,000
Walter Management Holding Company LLC		Membership Interest		N/A		100%
Walter Reverse Acquisition LLC		Membership Interest		N/A		100%

The Old Senior Unsecured Notes are guaranteed by the Guarantors; such notes will be cancelled and discharged pursuant to the Plan. It is also expected that the New Notes will be guaranteed by each of the Guarantors.

(b) Each holder of Common Stock, prior to the Effective Date, and each holder of New Common Stock, subsequent to the Effective Date, is entitled to one vote for each such share held on all matters submitted to a vote of shareholders.

The Mandatorily Convertible Preferred Stock issued pursuant to the Plan will vote with the New Common Stock on an as-converted basis as to all matters; provided, however, that during the Initial Period (which will be the period from the Effective Date through the second anniversary of the Effective Date), the Mandatorily Convertible Preferred Stock shall (1) not vote on as-converted basis with respect to the election of directors, during which time the holders of the Mandatorily Convertible Preferred Stock, voting separately as a class, will be entitled to elect six

 

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directors, and the holders of the New Common Stock, voting separately as a class will be entitled to elect three directors, and (2) not be entitled to vote to amend certain provisions of the bylaws and/or certificate of incorporation in any manner that adversely impacts the Board representation rights of the holders of the New Common Stock or the directors elected by the holders of the New Common Stock during the Initial Period (e.g., removal directors, nomination/election rights, etc.). Upon a conversion of any Mandatorily Convertible Preferred Stock into New Common Stock, such New Common Stock will be expected to have voting rights with respect to such New Common Stock.

Warrants subsequent to the Effective Date will have no voting rights with respect to such Warrants, but upon a conversion of any Warrants into New Common Stock, will have voting rights associated with such New Common Stock.

INDENTURE SECURITIES

 

8.	Analysis of Indenture Provisions.

The New Notes will be subject to the new Indenture to be entered into among the Company, the Guarantors and the trustee named therein (the “Trustee”). The following is a general description of certain provisions expected to be included in the Indenture, and the description is qualified in its entirety by reference to the form of Indenture to be filed as Exhibit T3C.1 herewith. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. The expected terms of the New Notes are described in the term sheet relating to the New Notes, which is included as part of Exhibit F to the Disclosure Statement. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) the failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days; (2) the failure to pay the principal on any notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise; (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture and such default continues for a period of 60 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25.0% of the then outstanding principal amount of all notes issued under the Indenture; (4) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $75.0 million or more at any time; provided that in connection with any series of convertible or exchangeable securities (A) any conversion or exchange of such securities by a holder thereof into shares of capital stock, cash or a combination of cash and shares of capital stock, (B) the rights of holders of such securities to convert or exchange into shares of capital stock, cash or a combination of cash and shares of capital stock and (C) the rights of holders of such securities to require any repurchase by the Company of such securities in cash shall not, in itself, constitute an Event of Default under this clause (4); (5) one or more judgments in an aggregate amount in excess of $75.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable (other than any judgments as to which, and only to the extent, a reputable insurance company has acknowledged coverage of such judgments in writing); (6) the Company or any Restructed Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (A) commences proceedings to be adjudicated bankrupt or insolvent; (B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; (D) makes a

 

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general assignment for the benefit of its creditors; or (E) generally is not paying its debts as they become due; (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Company, any such Restricted Subsidiary or any such group of Restricted Subsidiaries is to be adjudicated bankrupt or insolvent; (B) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any such Restricted Subsidiary or any such group of Restricted Subsidiaries; or (C) orders the liquidation of the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days ; (8) the Guarantee of any Significant Subsidiary of the Company shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary of the Company, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture; (9) (A) the Liens created by the Security Documents securing the Note or Guarantees thereof shall at any time not constitute perfected Liens on any portion of the Collateral having a Fair Market Value in excess of $10.0 million (net of any amounts which are covered indemnities or by insurance policies issued by creditworthy entities), intended to be covered thereby (to the extent perfection is required by the Indenture or such Security Documents) other than in accordance with the terms of such relevant Security Document and the Indenture and other than the satisfaction in full of all Obligations under the Indenture or release or amendment of any such Lien in accordance with the terms of the Indenture or such Security Documents, if such default continues for 10 days after the Company has actual knowledge thereof, or (B) the enforceability thereof shall be contested by the Company or any Guarantor; or (10) the failure of the Company or any Guarantor to comply for 60 days after receipt of written notice with its other agreements contained in the Security Documents, except for a failure that would not be material to the whole of the Securities and without materially affecting the value of the Collateral taken as a whole.

If an Event of Default (other than an Event of Default specified in clauses (6) or (7) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding notes issued under the Indenture may declare the principal of, premium, if any, and accrued and unpaid interest on all the notes issued under the Indenture to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the notes shall become immediately due and payable.

If an Event of Default specified in clauses (6) or (7) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the then outstanding notes issued under the Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders of New Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal, premium, if any, or interest, if any, on any New Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the New Notes.

(b) Authentication and Delivery of New Notes; Application of Proceeds.

The New Notes shall be executed on behalf of the Company by at least one officer of the Company. The Trustee shall authenticate the initial amount of the New Notes upon a written order of the Company signed by an officer for original issue. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. No New Note will be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee

 

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The New Notes shall be issuable in minimum denominations of $1,000 and integral multiple of $1.00 in excess thereof; provided, however , that PIK Notes may be issued in minimum denominations of $1.00 and integral multiples of $1.00.

The Company will not receive any proceeds from the issuance of the New Notes pursuant to the Plan.

(c) Release of Collateral.

Subject to any intercreditor agreement, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided in the Indenture, including upon full and final payment of the New Notes, sales or other dispositions of property or assets in compliance with the covenant entitled “Asset Sales”, upon legal or covenant defeasance, upon release of any Guarantor from its guarantee (with respect to the Guarantor’s property and assets securing such guarantee), in connection with customary amendments, supplements and waivers in compliance with Article 9, “Amendment, Supplement and Waiver” and as provided in any intercreditor agreement, if in effect.

(d) Satisfaction and Discharge.

The Indenture will be discharged and will cease to be of further effect as to all New Notes when

(1) either:

 

(a)

all the New Notes theretofore authenticated and delivered (except lost, stolen or destroyed New Notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

 

(b)

all New Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the New Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on (including Additional Interest, if any) the New Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2) the Company or any Guarantor has paid all other sums payable under the Indenture by the Company; and

(3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

(e) Evidence of Compliance with Conditions and Covenants.

The Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Effective Date, a certificate from an officer of the Company and each such Guarantor, stating that a review of the activities of (i) the Company and its Restricted Subsidiaries, in the case of a certificate from the Company, or (ii)

 

13

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such Guarantor and its Restricted Subsidiaries, in the case of a certificate from each such Guarantor, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company and its Restricted Subsidiaries or such Guarantor and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Company and its Restricted Subsidiaries or such Guarantor and its Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Company and its Restricted Subsidiaries or such Guarantor and its Restricted Subsidiaries are taking or propose to take with respect thereto).

When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Company or any Subsidiary of the Company gives any notice or takes any other action with respect to a claimed Default, the Company shall, within five Business Days after becoming aware of such Default, deliver written notice to the Trustee specifying such event and what action the Company proposes to take with respect thereto.

 

9.	Other Obligors.

Other than the Applicants, no other person is an obligor with respect to the New Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

 

(a)

Pages numbered 1 to 16, consecutively.

 

(b)

The Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.*

 

(c)

The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee:

 

Exhibit T3A.1		Articles of Amendment and Restatement of Walter Investment Management Corp., effective May 3, 2013 (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on May 10, 2013 (File No. 001-13417)).*
Exhibit T3B.1		First Amended Bylaws of Walter Investment Management Corp. (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.2		Certificate of Incorporation of Ditech Financial LLC (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3B.2		Second Amended and Restated Limited Liability Company Agreement of Ditech Financial LLC (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.3		Certificate of Formation of DF Insurance Agency LLC (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*

 

14

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Exhibit T3B.3		Limited Liability Company Agreement of DF Insurance Agency LLC (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.4		Green Tree Credit LLC Articles of Organization (Incorporated by reference to Exhibit 3.13 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.4		Green Tree Credit LLC Operation Agreement (Incorporated by reference to Exhibit 3.14 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3A.5		Green Tree Credit Solutions LLC Certificate of Formation (Incorporated by reference to Exhibit 3.15 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.5		Third Amended and Restated Limited Liability Company Agreement of Green Tree Credit Solutions LLC (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.6		Green Tree Insurance Agency of Nevada, Inc. (formerly known as Conseco Agency of Nevada, Inc.) Articles of Incorporation (Incorporated by reference to Exhibit 3.21 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.6		Green Tree Insurance Agency of Nevada, Inc. (formerly known as Conseco Agency of Nevada, Inc.) By-Laws (Incorporated by reference to Exhibit 3.22 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3A.7		Green Tree Investment Holdings III LLC Certificate of Formation (Incorporated by reference to Exhibit 3.27 of the registration statement on Form S-4 (File No. 333-199288).*
Exhibit T3B.7		Green Tree Investment Holdings III LLC Limited Liability Company Agreement (Incorporated by reference to Exhibit 3.28 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3A.8		Green Tree Servicing Corp. Certificate of Incorporation (Incorporated by reference to Exhibit 3.43 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.8		Green Tree Servicing Corp. By-Laws (Incorporated by reference to Exhibit 3.44 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3A.9		Mortgage Asset Systems, LLC Certificate of Formation (Incorporated by reference to Exhibit 3.49 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.9		Mortgage Asset Systems, LLC Amended and Restated Limited Liability Company Agreement (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.10		REO Management Solutions, LLC Certificate of Formation (Incorporated by reference to Exhibit 3.55 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.10		REO Management Solutions, LLC Single-Member Operating Arrangement (Incorporated by reference to Exhibit 3.56 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3A.11		Reverse Mortgage Solutions, Inc. Second Amended and Restated Articles of Incorporation (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3B.11		Reverse Mortgage Solutions, Inc. By-Laws (Incorporated by reference to Exhibit 3.58 of the registration statement on Form S-4 (File No. 333-199288)).*

 

15

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Exhibit T3A.12		Walter Management Holding Company LLC Certificate of Formation (formerly known as Green Tree Licensing LLC (formerly known as CFN Licensing LLC))) (Incorporated by reference to Exhibit 3.31 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.12		Walter Management Holding Company LLC Third Amended and Restated Limited Liability Company Agreement (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3A.13		Walter Reverse Acquisition LLC Certificate of Formation (Incorporated by reference to Exhibit 3.63 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3B.13		Walter Reverse Acquisition LLC Limited Liability Company Agreement (Incorporated by reference to Exhibit 3.64 of the registration statement on Form S-4 (File No. 333-199288)).*
Exhibit T3C.1		Form of Indenture of Walter Investment Management Corp., the guarantors named therein and the trustee and collateral agent for the 9% Second Lien Senior Subordinated PIK Toggle Notes due 2024.**
Exhibit T3D.1		Not Applicable.
Exhibit T3E.1		Disclosure Statement relating to the Prepackaged Chapter 11 Plan of Reorganization of Walter Investment Management Corp. and the Affiliate Co-Plan Proponents, dated November 6, 2017 (incorporated herein by reference to the Company’s Form T-3 as filed with the Securities and Exchange Commission on November 6, 2017 (File No. 022-29050)).*
Exhibit T3F.1		Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included in Exhibit T3C.1 hereto).**
Exhibit 25.1		Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified.**

 

*	Previously filed with and/or incorporated by reference to the Form T-3.

**	Filed herewith.

 

16

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SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, Walter Investment Management Corp., a corporation organized and existing under the laws of Maryland, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						WALTER INVESTMENT MANAGEMENT CORP.
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Ditech Financial LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						DITECH FINANCIAL LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, DF Insurance Agency LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						DF INSURANCE AGENCY LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Green Tree Credit LLC, a limited liability company organized and existing under the laws of New York, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						GREEN TREE CREDIT LLC
Attest:		/s/ John J. Haas				By:		/s/ Kimberly A. Perez
Name:		John J. Haas						Name:    Kimberly A. Perez
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Green Tree Credit Solutions LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						GREEN TREE CREDIT SOLUTIONS LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

---

Pursuant to the requirements of the Trust Indenture Act of 1939, Green Tree Insurance Agency of Nevada, Inc., a corporation organized and existing under the laws of Nevada, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						GREEN TREE INSURANCE AGENCY OF NEVADA, INC.
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Green Tree Investment Holdings III LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						GREEN TREE INVESTMENT HOLDINGS III LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Green Tree Servicing Corp., a corporation organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						GREEN TREE SERVICING CORP.
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Mortgage Asset Systems, LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						MORTGAGE ASSET SYSTEMS, LLC
Attest:		/s/ John J. Haas				By:		/s/ Jeanetta Brown
Name:		John J. Haas						Name:    Jeanetta Brown
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, REO Management Solutions, LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						REO MANAGEMENT SOLUTIONS, LLC
Attest:		/s/ John J. Haas				By:		/s/ Jeanetta Brown
Name:		John J. Haas						Name:    Jeanetta Brown
								Title:      Authorized Officer

---

Pursuant to the requirements of the Trust Indenture Act of 1939, Reverse Mortgage Solutions, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						REVERSE MORTGAGE SOLUTIONS, INC.
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Walter Management Holding Company LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						WALTER MANAGEMENT HOLDING COMPANY LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer

Pursuant to the requirements of the Trust Indenture Act of 1939, Walter Reverse Acquisition LLC, a limited liability company organized and existing under the laws of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Tampa and State of Florida, on January 26, 2018.

 

(SEAL)						WALTER REVERSE ACQUISITION LLC
Attest:		/s/ John J. Haas				By:		/s/ Cheryl A. Collins
Name:		John J. Haas						Name:    Cheryl A. Collins
								Title:      Authorized Officer