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T-3
WALTER INVESTMENT MANAGEMENT CORP filed this Form T-3 on 11/06/2017
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EX-99.(T)(3)(B).2

Exhibit T3B.2

EXECUTION VERSION

DITECH FINANCIAL LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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