AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT



 Exhibit 10.30 
 WINDERMERE MORTGAGE SERVICES SERIES LLC 
 AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 (a Delaware Series Limited Liability Company) 
 Effective 

As of 
 May 1,
2005 
  
  

  
 i 








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 1.        Definitions
	  			
	
          1.1      “Act”
	  	 	1	  
	
          1.2      “Agreement”
	  	 	1	  
	
          1.3      “Assignee”
	  	 	1	  
	
          1.4      “Business”
	  	 	1	  
	           1.5      “Capital
Account”
	  	 	1	  
	           1.6      “Capital
Contribution”
	  	 	1	  
	           1.7      “Cash Available for
Distribution”
	  	 	1	  
	           1.8      “Certificate of
Conversion”
	  	 	2	  
	           1.9      “Certificate of
Formation”
	  	 	2	  
	           1.10    “Code”
	  	 	2	  
	           1.11    “Company”
	  	 	2	  
	           1.12    “Company
Property”
	  	 	2	  
	           1.13    “Conversion”
	  	 	2	  
	           1.14    “Covered
Person”
	  	 	2	  
	           1.15    “Deemed Capital
Account”
	  	 	3	  
	
          1.16    “Depreciation”
	  	 	3	  
	
          1.17    “Dissolution”
	  	 	3	  
	           1.18    “Fiscal
Year”
	  	 	3	  
	           1.19    “Gross Asset
Value”
	  	 	3	  
	           1.20    “HSB LLC
Manager”
	  	 	4	  
	           1.21    “HSB Series
Manager”
	  	 	4	  
	           1.22    “HSB/WMS”
	  	 	4	  
	           1.23    “Initial Capital
Contribution”
	  	 	4	  
	           1.24    “Interest”, “Membership
Interest” or “Company Interest”
	  	 	4	  
	           1.25    “LLC
Managers”
	  	 	5	  
	           1.26    “Majority
Interest”
	  	 	5	  
	           1.27    “Mandatory
Obligation”
	  	 	5	  
	           1.28    “Members”
	  	 	5	  
	           1.29    “Minimum
Gain”
	  	 	5	  
	           1.30    “Net Income” or “Net
Loss”
	  	 	6	  
	           1.31    “Percentage
Interest”
	  	 	6	  
	           1.32    “Persons”
	  	 	6	  
	           1.33    “Reserves”
	  	 	6	  
	           1.34    “Separate Series
Agreement”
	  	 	7	  
	           1.35    “Series”
	  	 	7	  
	           1.36    “Series
Manager”
	  	 	7	  
	           1.37    “Series
Property”
	  	 	7	  
	           1.38    “Tax Matters
Partner”
	  	 	7	  
	           1.39    “Trade
Names”
	  	 	7	  
	           1.40    “WG LLC Manager” or “WG
LLC Managers”
	  	 	7	  
	           1.41    “WG Series Manager” or
“WG Series Managers”
	  	 	7	  
	           1.42    “WG Series Member” or
“WG Series Members”
	  	 	8	  


  
 ii 










					
	 2.        Conversion and Formation
	  	 	8	  
	 2.1      Certificate of Formation
	  	 	8	  
	            2.2      Limited Liability
Company and Series Creation
	  	 	8	  
	            2.3      Separate Series
Agreement
	  	 	8	  
	            2.4      Additional
Series
	  	 	8	  
	            2.5      Assets and
Liabilities of Each Series are Separate Unless Otherwise Indicated
	  	 	9	  
	            2.6      Description of
Series
	  	 	10	  
	            2.7      Defects as to
Formalities
	  	 	10	  
	            2.8      No Partnership
Intended for Nontax Purposes
	  	 	10	  
	            2.9      Rights of Creditors
and Third Parties
	  	 	10	  
	            2.10    Title to
Property
	  	 	10	  
	            2.11    Payments of Individual
Obligations
	  	 	11	  
	            2.12    Foreign
Qualification
	  	 	11	  
	            2.13    Treatment of Certain Property,
Expenses and Liabilities
	  	 	11	  
	 3.        Name
	  	 	11	  
	 4.        Registered Office; Agent for Service of Process
	  	 	12	  
	 5.        Purposes of the Company
	  	 	12	  
	            5.1      Purposes of the
Company
	  	 	12	  
	            5.2      Potential
Conflicts
	  	 	12	  
	            5.3      Loan Origination and
Brokerage Process; Series and Entity Level Functions
	  	 	12	  
	 6.        Term
	  	 	13	  
	 7.        Rights and Duties of LLC Managers
	  	 	13	  
	            7.1      General Authority and
Powers of LLC Managers
	  	 	13	  
	            7.2      Time Devoted to
Company; Other Ventures
	  	 	15	  
	            7.3      Liability of LLC
Managers to Members and Series of the Company
	  	 	15	  
	
           7.4      Indemnification
	  	 	16	  
	            7.5      Duties and
Responsibility
	  	 	17	  
	            7.6      Agreements with the
LLC Managers
	  	 	17	  
	            7.7      Restrictions on
Authority of LLC Managers
	  	 	18	  
	            7.8      HUD
Delegation
	  	 	18	  
	            7.9      Duties as to Mortgage
Loans Insured by HUD and FHA
	  	 	18	  
	 8.        Rights and Duties of Series Managers
	  	 	19	  
	            8.1      General Authority and
Powers of Series Managers
	  	 	19	  
	            8.2      Time Devoted to
Company; Other Ventures
	  	 	21	  
	            8.3      Liability of Series
Managers to Members and Series of the Company
	  	 	21	  
	
           8.4      Indemnification
	  	 	21	  
	            8.5      Duties and
Responsibility
	  	 	23	  
	            8.6      Agreements with the
Series Managers
	  	 	23	  
	            8.7      Restrictions on
Authority of Series Managers
	  	 	24	  
	            8.8      Death or Incapacity
of a Manager
	  	 	24	  
	 9.        Status of Members
	  	 	24	  
	            9.1      No Participation in
Management
	  	 	24	  
	            9.2      Limitation of
Liability
	  	 	24	  
	            9.3      Company
Books
	  	 	25	  
	            9.4      Priority and Return
of Capital
	  	 	25	  


  
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	            9.5      Liability of a Member
to the Company
	  	 	25	  
	            9.6      Death or Incapacity
of Member
	  	 	25	  
	            9.7      Recourse of
Members
	  	 	26	  
	            9.8      No Right to
Property
	  	 	26	  
	 10.      Meetings of Members
	  	 	26	  
	            10.1    Meetings
	  	 	26	  
	            10.2    Place of
Meetings
	  	 	26	  
	            10.3    Notice of
Meetings
	  	 	26	  
	            10.4    Meeting of All
Members
	  	 	26	  
	            10.5    Record Date
	  	 	27	  
	            10.6    Quorum
	  	 	27	  
	            10.7    Manner of Acting
	  	 	27	  
	            10.8    Proxies
	  	 	27	  
	            10.9    Action by Members Without a
Meeting
	  	 	27	  
	            10.10  Waiver of Notice
	  	 	28	  
	 11.      Contributions to the Company and Capital Accounts
	  	 	28	  
	            11.1    Members’ Capital
Contributions
	  	 	28	  
	            11.2    Additional Contributions or
Loans
	  	 	28	  
	            11.3    Capital Accounts
	  	 	28	  
	            11.4    Withdrawal or Reduction of
Members’ Contributions to Capital
	  	 	29	  
	 12.      Allocations and Distributions
	  	 	29	  
	            12.1    Net Income and Net
Losses
	  	 	29	  
	            12.2    Allocation Rules
	  	 	30	  
	            12.3    Limitation on Net Loss
Allocation
	  	 	30	  
	            12.4    Minimum Gain
Chargeback
	  	 	30	  
	            12.5    Qualified Income
Offset
	  	 	30	  
	            12.6    Curative
Allocations
	  	 	31	  
	            12.7    Tax Allocations; Section 704(c)
of the Code
	  	 	31	  
	            12.8    Cash Available for
Distribution
	  	 	31	  
	            12.9    Distribution
Rules
	  	 	32	  
	            12.10  Limitation Upon
Distributions
	  	 	32	  
	            12.11  Accounting Method
	  	 	33	  
	            12.12  Interest on and Return of Capital
Contributions
	  	 	33	  
	            12.13  Loans to Company
	  	 	33	  
	            12.14  Records, Audits and Reports
	  	 	33	  
	            12.15  Returns and Other Elections
	  	 	34	  
	            12.16  Tax Matters Partner
	  	 	34	  
	            12.17  Right to Make Section 754
Election
	  	 	35	  
	 13.      Company Expenses
	  	 	35	  
	            13.1    Company Administrative
Expenses
	  	 	35	  
	            13.2    Company Expenses
	  	 	35	  
	 14.      Transferability
	  	 	36	  
	            14.1    Transfer
	  	 	36	  
	 15.      Issuance and Transfers of Membership Interests
	  	 	36	  
	            15.1    Additional Members and
Assignees
	  	 	36	  
	            15.2    Retroactive
Allocations
	  	 	37	  
	 16.      Termination of Series; Dissolution and Termination of the Company
	  	 	37	  


  
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	            16.1    Dissolution of the
Company
	  	 	37	  
	            16.2    Termination of a
Series
	  	 	38	  
	            16.3    Winding Up, Liquidation and
Distribution of Assets of a Series Upon Termination of Such Series
	  	 	39	  
	            16.4    Winding Up, Liquidation and
Distribution of Assets of the Company Upon Dissolution of the Company
	  	 	40	  
	            16.5    Returns of Contributions
Nonrecourse to Other Members
	  	 	40	  
	 17.      Resignation and Admission of Series Manager
	  	 	40	  
	            17.1    Resignation of a Series
Manager
	  	 	40	  
	            17.2    Death or Incompetency of Series
Manager
	  	 	40	  
	            17.3    Removal of a Series
Manager
	  	 	40	  
	            17.4    Appointment of a New or
Replacement Series Manager
	  	 	41	  
	 18.      Resignation and Admission of LLC Manager
	  	 	41	  
	            18.1    Resignation of an LLC
Manager
	  	 	41	  
	            18.2    Death or Incompetency of an LLC
Manager
	  	 	41	  
	            18.3    Removal of an LLC
Manager
	  	 	41	  
	            18.4    Appointment of a New or
Replacement LLC Manager
	  	 	41	  
	 19.      Special and Limited Power of Attorney
	  	 	41	  
	 20.      Amendments
	  	 	43	  
	 21.      Miscellaneous
	  	 	43	  
	            21.1    Notices
	  	 	43	  
	            21.2    Binding Effect
	  	 	43	  
	            21.3    Remedies for
Breach
	  	 	43	  
	            21.4    Entire Agreement
	  	 	43	  
	            21.5    Waiver of Action for
Partition
	  	 	43	  
	            21.6    Captions;
Pronouns
	  	 	43	  
	            21.7    Execution of Additional
Instruments
	  	 	44	  
	            21.8    Waivers
	  	 	44	  
	            21.9    Rights and Remedies
Cumulative
	  	 	44	  
	            21.10  Severability
	  	 	44	  
	            21.11  Creditors
	  	 	44	  
	            21.12  Counterparts
	  	 	44	  
	            21.13  Governing Law
	  	 	44	  
	            21.14  Decisions by Members and
Manager
	  	 	44	  

 Schedules and Exhibits: 

 

							
	 Exhibit A-1
	  	 	-	  	  	List of Series Members; Capital Contributions
	 Exhibit B-l
	  				  	
	 through B-18
	  	 	-	  	  	List of Property Initially Allocated to Each Series Upon Conversion to Series LLC
	 Exhibit C
	  	 	-	  	  	List of LLC Managers; List of Series Managers
	 Exhibit D-l
	  				  	
	 through D-18
	  	 	-	  	  	Separate Series Agreements (See Section B of Closing Binder Index)
	 Exhibit E
	  	 	-	  	  	Capital Maintenance Requirement for Each Series
	 Exhibit F-l
	  	 	-	  	  	Entity Level Functions
	 Exhibit F-2
	  	 	-	  	  	Series Level Functions


  
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 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT OF 
 WINDERMERE MORTGAGE SERVICES SERIES LLC

 THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the
1st day of May, 2005, by and among the members set forth on Exhibit A and amends and restates in its entirety the Limited Liability Company Agreement of Windermere Mortgage Services LLC, a Washington limited liability company dated as of
October 14, 2003. The parties desire to operate as a series limited liability company under the laws of the state of Delaware as follows. 
 The parties hereto agree as follows: 
 1. Definitions. The following terms used in this Agreement
shall have the meanings specified below: 
 1.1 “Act” means the Delaware Limited Liability Company Act, 6 Del.C. §18-101, et
seq., and in particular §18-215 thereunder, as amended from time to time. 
 1.2 “Agreement” means this Limited Liability Company
Agreement of WINDERMERE MORTGAGE SERVICES SERIES LLC, as it may be amended from time to time. 
 1.3 “Assignee” means a person who has
acquired a Member’s Interest in whole or part. 
 1.4 “Business” shall mean the business activities which the Company and its
Series are authorized to engage in pursuant to Section 5.1 of this Agreement. 
 1.5 “Capital Account” means, with respect to any
Series and with respect to any Member, the account maintained for such Member that is associated with such Series in accordance with Section 11.3. A separate Capital Account shall be maintained for each Member’s interest in each Series to
the extent such Member has an interest in that Series. In the case of a transfer of an interest, the transferee shall succeed to the Capital Account of the transferor or, in the case of a partial transfer, a proportionate share thereof. 

1.6 “Capital Contribution” means, with respect to any Series and with respect to any Member, the total amount of money and the fair market
value of all property contributed to the Company with respect to a Series by each Member pursuant to the terms of the Conversion and the Agreement, or contributed thereafter as additional capital. Capital Contribution shall also include any amounts
paid directly by a Member to any creditor of any Series of the Company regarding any guarantee or similar obligation undertaken by such Member in connection with the Company’s operations with respect to such Series. Any reference to the Capital
Contribution of a Member shall include the Capital Contribution made by a predecessor holder of the interest of such Member. 
 1.7 “Cash
Available for Distribution” means, with respect to a Series, all cash, revenues and funds received by the Company with respect to such Series from such Series’ operations, less the 

  
 1 








 
sum of the following to the extent paid or set aside by the Company with respect to such Series: (i) all principal and interest payments on indebtedness of the Company with respect to such
Series and all other sums paid to any lender with respect to such Series; (ii) all cash expenditures incurred in the normal operation of the Company’s business with respect to such Series; (iii) the portion of the Company’s
unattributed expenses which are allocated to that Series, and (iv) such Reserves as the Members associated with such Series deem reasonably necessary for the proper operation of the Company’s business with respect to such Series.

 1.8 “Certificate of Conversion” means the Certificate of Conversion filed on behalf of the Company with the office of the Secretary
of State of the State of Delaware pursuant to the Act to convert Windermere Mortgage Services LLC, a Washington Limited Liability Company to Windermere Mortgage Services Series LLC, a Delaware Series Limited Liability Company. 

1.9 “Certificate of Formation” means the Certificate of Formation of the Company 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. 
 1.10 “Code”
means the United States Internal Revenue Code of 1986, as amended. References to specific Code Sections or Treasury Regulations shall be deemed to refer to such Code Sections or Treasury Regulations as they may be amended from time to time or to any
successor Code Sections or Treasury Regulations if the Code Section or Treasury Regulation referred to is repealed. 
 1.11 “Company”
means the WINDERMERE MORTGAGE SERVICES SERIES LLC formed and governed by this Agreement and the Act. 
 1.12 “Company Property” means
all the real, personal and intangible property owned by the Company as a whole or any Series of the Company. 
 1.13 “Conversion”
means the conversion of Windermere Mortgage Services LLC, a Washington Limited Liability Company, to a Delaware Series Limited Liability Company, the name of which is Windermere Mortgage Services Series LLC, pursuant to the provisions of
Section 18-214 of the Act, the Articles and Plan of Conversion dated as of May 1, 2005, the Certificate of Conversion and the Certificate of Formation filed with the Secretary of State of Delaware. 

1.14 “Covered Person” shall have the meaning set forth in Sections 7.4 and 8.4. 
 1.15 “Deemed Capital Account” means a Member’s Capital Account, as calculated from time to time, adjusted by (i) adding thereto the sum of (A) the amount of such Member’s
Mandatory Obligation, if any, and (B) each Member’s share of Minimum Gain (determined after any decreases therein for such year) and (ii) subtracting therefrom (A) allocations of losses and deductions which are reasonably
expected to be made as of the end of the taxable year to the Members pursuant to Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation Section 1.751-1 (b)(2)(ii), and (B) distributions which at the end of the
taxable year are reasonably expected to be made to the Member to the extent that said distributions exceed 

  
 2 








 
offsetting increases to the Member’s Capital Account (including allocations of the Qualified Income Offset pursuant to Section 12.5 but excluding allocations of Minimum Gain Chargeback
pursuant to Section 12.4) that are reasonably expected to occur during (or prior to) the taxable years in which such distributions are reasonably expected to be made. 
 1.16 “Depreciation” means, for any Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such
year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis. 
 1.17 “Dissolution” means the dissolution of Windermere Mortgage Group LLC, a Washington Limited Liability Company and a 50% member of Windermere Mortgage Services LLC, a Washington Limited
Liability Company, immediately following the Conversion and the distribution of the Percentage Interests in the Series to the former members of Windermere Mortgage Group LLC in accordance with the Plan of Conversion and the Agreement of Dissolution
of WMG unanimously approved by the members of Windermere Mortgage Group LLC. 
 1.18 “Fiscal Year” means (i) the period
commencing upon the Conversion and ending on December 31, 2005, (ii) any subsequent twelve month period commencing on January 1 and ending on December 31, or (iii) any portion of the period described in Clause (ii) of
this sentence for which the Company is required to allocate Net Income, Net Losses and other items of Company income, gain, loss or deduction pursuant to Section 12 hereof. 
 1.19 “Gross Asset Value” means, with respect to any asset associated with a Series, such asset’s adjusted basis for federal income-tax purposes, except as follows: 

 

	 	(i)	the initial Gross Asset Value of any asset contributed by a Member to the Company with respect to a Series shall be the gross fair market value of such asset, as agreed
to by Members associated with such Series at the time the asset is contributed; 

  

	 	(ii)	 the Gross Asset Value of all Company assets associated with a Series shall be adjusted to equal their respective gross fair market values, as
determined by the Managers associated with such Series, as of the following times: (a) the acquisition of an additional interest in the Company with respect to such Series by any new or existing Member in exchange for more than a de minimis
Capital Contribution; (b) the distribution by the Company with respect to such Series to a Member of more than a de minimis amount of Company assets associated with such Series as consideration for an interest in the Company; and
(c) the liquidation of the Company within the meaning of Treasury Regulation § 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to Clause (a) and Clause (b) of this sentence shall be made only if Members
associated with such 



  
 3 









	 	 
Series holding a Majority Interest in such Series reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in such Series;
and 


  

	 	    	If the Gross Asset Value of an asset has been determined or adjusted pursuant to Paragraph (i) or Paragraph (ii) above, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses. 

 1.20 “HSB LLC Manager” or “HSB LLC Managers” means those individuals who are appointed as LLC Managers by HSB/WMS pursuant to this Agreement. 

1.21 “HSB Series Manager” or “HSB Series Managers” means those individuals who are appointed as Series Managers by HSB/WMS pursuant
to this Agreement and the relevant Separate Series Agreement. 
 1.22 “HSB/WMS” means Homestreet/WMS, Inc., a Washington Corporation.
HSB/WMS will be one of the members of each Series established pursuant to this Agreement. 
 1.23 “Initial Capital Contribution”
means, with respect to any Member, the initial contribution to the Company by such Member with respect to a Series pursuant to this Agreement. 

1.24 “Interest”, “Membership Interest” or “Company Interest” means, with respect to a Series, the limited liability company
interest of a Member at any particular time, including the right of such Member to any and all benefits to which such Member may be entitled as provided in the Agreement and in the Act, together with the obligations of such Member to comply with all
the terms and provisions of this Agreement and the Act. 
 1.25 “LLC Managers” means those persons who are appointed in accordance
with this Agreement to exercise the authority of LLC Managers under this Agreement and the Act with respect to the Company, and are admitted by the existing LLC Managers as additional or replacement LLC Managers in accordance with this Agreement and
are listed on Exhibit C hereto as LLC Managers. Four of the LLC Managers will at all times be HSB LLC Managers and four of the LLC Managers will at all times be WG LLC Managers. Employees of HomeStreet Bank, HSB/WMS or the Company may not be WG LLC
Managers. The initial LLC Managers immediately following the Conversion are as follows: 
 The HSB LLC Managers are Richard W.H.
Bennion, Joan Entickap, Bruce W. Williams and Debra L. Johnson. 
 The WG LLC Managers are William A. McMahan, Rick A. Menti, Don
Riley and Gregory R. Hoff. 
 1.26 “Majority Interest” means, with respect to a Series, the Membership Interests of one or more
Members that in the aggregate exceed 50% of all Percentage Interests owned by Members 

  
 4 








 
associated with such Series. 
 1.27 “Mandatory Obligation” means with respect
to a Series the sum of (i) the amount of a Member’s remaining contribution obligation with respect to such Series (including the amount of any Capital Account deficit such Member is obligated to restore upon liquidation) provided that such
contribution must be made in all events within ninety (90) days of liquidation of the Member’s interest with respect to such Series as determined under Treasury Regulation Section 1.704-l(b)(2)(ii)(g) and (ii) the additional
amount, if any, such Member would be obligated to contribute with respect to such Series as of year end to retire recourse indebtedness of the Company associated with such Series if the Company were to liquidate as of such date and dispose of all of
the assets of such Series at book value. 
 1.28 “Members” means those persons who execute a counterpart of this Agreement and are set
forth on Exhibit A hereto, and those persons who are hereafter admitted as members under Section 15.1 below, provided that each Member shall be associated with one or more separate Series as set forth in Exhibit A hereto. 

1.29 “Minimum Gain” means the amount determined by computing, with respect to each nonrecourse liability associated with any Series, the amount
of gain, if any, that would be realized by the Company with respect to such Series if it disposed of the Company Property associated with such Series subject to such nonrecourse liability in full satisfaction thereof in a taxable transaction, and
then by aggregating the amounts so determined. Such gain shall be determined in accordance with Treasury Regulation Section l.704-2(d). Each Member’s share of Minimum Gain with respect to a Series at the end of any taxable year of the of such
Series shall be determined in accordance with Treasury Regulation Section 1.704-2(g)(l). 
 1.30 “Net Income” or “Net
Loss” means, with respect to a Series, and for each Fiscal Year, an amount equal to the Company’s taxable income or loss associated with such Series for such Fiscal Year, determined in accordance with § 703(a) of the Code (but
including in taxable income or loss, for this purpose, all items of income, gain, loss or deduction associated with such Series that are required to be stated separately pursuant to § 703(a)(l) of the Code), with the following adjustments:

  

	 	(i)	any income of the Company associated with such Series that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Losses
pursuant to this definition shall be added to such taxable income or loss; 

  

	 	(ii)	any expenditures of the Company associated with such Series that are described in § 705(a)(2)(B) of the Code (or treated as expenditures described in §
705(a)(2)(B) of the Code pursuant to Treasury Regulation § 1.704-l(b)(2)(iv)(i)) and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;


  

	 	(iii)	 in the event the Gross Asset Value of any Company asset associated with such Series is adjusted in accordance with Paragraph (ii) or Paragraph
(iii) of the 



  
 5 









	 	 
definition of “Gross Asset Value” above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net
Income or Net Losses; 


  

	 	(iv)	gain or loss resulting from any disposition of any asset of the Company associated with such Series with respect to which gain or loss is recognized for federal
income-tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value; and 


 

	 	(v)	in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into
account Depreciation associated with such Series for such Fiscal Year or other period. 

 1.31 “Percentage Interest”
means, for any Member associated with a Series, such Member’s Percentage Interest in such Series as set forth on Exhibit A attached hereto, which Percentage Interest in such Series may be changed from time to time in accordance with this
Agreement. 
 1.32 “Persons” shall mean any individual or entity, their heirs, executors, administrators, legal representatives,
successors, and assigns of such individual or entity where the context so permits. 
 1.33 “Reserves” means, with respect to a Series,
funds set aside or amounts allocated to reserves that shall be maintained in amounts deemed sufficient by the Managers associated with such Series (in consultation with the LLC Managers) for working capital and to pay taxes, insurance, debt service
or other costs or expenses incident to the ownership or operation of the business of the Company with respect to such Series, or incident to the liquidation of such Series pursuant to Section 16.3. 

 

	1.34	“Separate Series Agreement” has the meaning set forth in Section 2.3. 

 1.35 “Series” means a designated series of Members and Membership Interests established in accordance with the Act and this Agreement having separate rights, powers or duties with respect to
specified Company Property and Business and separate obligations and profits and losses associated with the specified Company Property and Business. Each Series shall have a separate business purpose or objective consistent with Section 5.1 of
this Agreement, and, as designated in the Separate Series Agreement, a separate Manager or Managers. 
 1.36 “Series Manager” means
those Member(s) and/or other persons who are appointed in accordance with this Agreement to exercise the authority of Manager under this Agreement and the Act with respect to a Series, and are admitted by the existing LLC Managers as additional or
replacement Series Managers in accordance with the Agreement and are listed on Exhibit C hereto as Series Managers. One or more Series Managers will be designated in a Separate Series Agreement for each Series. Each Series shall have two managers,
one of which will at all times be a HSB Series Manager and the other of which will at all times be a WG Series Manager. Employees of HomeStreet Bank, HSB/WMS and the Company may not be WG Series


  
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Managers. The initial Series Managers for each Series are set forth in the relevant Series Agreements. 
 1.37 “Series Property” means all the real, personal and intangible property owned by any Series of the Company. The Series Property initially allocated to each Series is listed on Exhibit B
hereto. 
 1.38 “Tax Matters Partner” has the meaning set forth in Section 12.16. 

1.39 “Trade Names” means the trade or fictitious name filings and other filings as a Series may determine is necessary or desirable in
connection with the operation of the Series under an appropriate business name. 
 1.40 “WG LLC Manager” or “WG LLC
Managers” means those individuals who are appointed as LLC Managers by the WG Series Members pursuant to this Agreement. 
 1.41 “WG
Series Manager” or “WG Series Managers” means those individuals who are appointed as Series Managers by the WG Series Members pursuant to this Agreement and the relevant Separate Series Agreement. 

1.42 “WG Series Member” or “WG Series Members” means all members of a Series other than HSB/WMS. It is anticipated that all of
the WG Series Members will be franchisees of, or owners or other affiliates of franchisees of, Windermere Real Estate Services Company, a Washington Corporation. 
 2. Conversion and Formation. The Members hereby agree to the conversion of Windermere Mortgage Services LLC, a Washington Limited Liability Company, to a Delaware Series Limited Liability Company, the
name of which is Windermere Mortgage Services Series LLC, and to operate the Company as a Delaware Series Limited Liability Company under the terms and conditions set forth herein. Except as otherwise provided herein, the rights and liabilities of
the Members and the Series shall be governed by the Act. 
 2.1 Certificate of Formation. Douglas R. Prince and Robert J. Diercks, as authorized
persons within the meaning of the Act, and their designated successors, are hereby authorized to execute, deliver and file jointly the Certificate of Conversion to Limited Liability Company and the Certificate of Formation and any all amendments to
and restatements of the Certificate of Formation. 
 2.2 Limited Liability Company and Series Creation. The Members hereby agree that the
rights, duties and liabilities of the Members shall be as provided in Section 18-215 of the Act for a limited liability company established in a series, except as otherwise provided herein. The number of series and provisions applicable to each
Series shall be determined by the LLC Managers as set forth herein and in the Schedules attached hereto and the Separate Series Agreements approved by the Members of each Series. 
 2.3 Separate Series Agreement. The terms of each Series shall be as set forth in this 

  
 7 








 
Agreement and as set forth in a separate agreement applicable to such Series (a “Separate Series Agreement”), a copy of which shall be attached as Exhibit D (Series) hereto. The
Separate Series Agreement shall be executed by the Series Managers and by the Members associated with such Series. No person shall be accepted as a Member associated with a particular Series unless the Managers of such Series, after a reasonable
review of the proposed new Member, reasonably believe that such new Member of such Series has the ability, experience and financial resources needed to function as a Member of the Series, and that admission of the new Member would not violate any
law applicable to the Company or any of its Series, or the other Members of the Series and/or their affiliates and would not invalidate any contract or regulatory approval which affects the Company or any of its Series, or the other Members of the
Series, or the other Members of the Series and/or their Affiliates. To the extent that a Separate Series Agreement conflicts with this Agreement, this Agreement shall control. If a Member does not participate in a particular Series, such Member will
neither (i) have any rights or obligations with respect to or interest in the limited liability company interests corresponding to such Series, nor (ii) have any rights or obligations with respect to the Net Income or Net Losses (or other
book items) arising from such Series, nor (iii) share in any distributions relating to such Series. 
 2.4 Additional Series. Without the need
for the consent of any Person, the LLC Managers acting by a seventy-five percent (75%) vote of all LLC Managers may, from time to time, establish additional Series as they may determine in their sole discretion. As established from time to time
in accordance with this Agreement, the additional Series shall have separate rights, powers or duties with respect to specified business location, property and profits and losses associated with specified business location and operations. A Member
may be a member associated with one or more Series. 
 2.5 Assets and Liabilities of Each Series are Separate Unless Otherwise Indicated. All
existing assets of the Company at the time of the Conversion and all Capital Contributions received by the Company shall be specifically allocated to and held by either the Company as a whole or one of the Series. All Company Property or other
assets of each Series, together with all income, earnings, profits and proceeds thereof, including all proceeds derived from the business operation, or the sale, exchange or liquidation of the Company Property held by such Series, and any funds or
assets derived from any reinvestment of such proceeds, may be deemed to be Company Property held by and belonging to such Series. Each Series shall be identified by a separate Series name and shall have a corresponding series of limited liability
company Interests corresponding to and evidencing membership in such Series. The names and addresses of each Member and their Percentage Interest in the Series shall be set forth on an Exhibit A-l for such Series. Company Property or other assets
designated for the Company as a whole, together with all income, earnings, profits and proceeds thereof “which are not allocated to a Series in accordance with this Section 2.5, including all proceeds derived from the business operations
attributable to the Company as a whole, or from the sale, exchange or liquidation of Company Property not allocated to a Series, and any funds or assets derived from any reinvestment of such proceeds, shall be deemed to be Company Property held by
and belonging to the Company as a whole. The Company Property belonging to a particular Series shall belong to that Series for all purposes and to no other Series, and such Company Property shall be subject only to the rights of the creditors of
that Series. The assets belonging to a particular Series shall be recorded upon the books of the Company for the Series and to the extent such Company 

  
 8 








 
Property is deemed to be held by the Company shall be held by the Company and the LLC Managers in trust for the benefit of the Members associated with such Series. The assets belonging to each
particular Series shall be charged with the liabilities of that Series. Except as expressly otherwise provided herein, no debt, liability or obligation of a Series shall be a debt, liability or obligation of any other Series. The debts, liabilities
and obligations incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets of such Series only and not against any other assets of the Company generally or any other Series and none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series shall be enforceable against the assets of such Series except as specifically provided for herein.
Separate and distinct records shall be maintained for each and every Series, and assets associated with any such Series shall be accounted for separately from the other assets of the Company, or any other Series of the Company. The Managers and
Members shall not commingle the assets of one Series with the assets of any other Series. All assets, income, proceeds, payments, liabilities and other obligations that are not allocated to or readily identifiable as belonging to or being
attributable to a particular Series, including administrative costs and expenses of the Company as a whole, shall be allocated by the Company to the Series by the LLC Managers in such manner as is deemed fair and equitable. Each such allocation by
the LLC Managers shall be conclusive and binding on all Members of all Series, for all purposes. Subject to the rights of the Managers in their discretion to allocate general and administrative liabilities, expenses, costs, charges or reserves as
herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the
Company generally or of any other Series. Notice of this contractual limitation on inter-Series liabilities shall be set forth in the Certificate of Formation, and upon the giving of such notice in the Certificate of Formation, the statutory
provisions of Section 18-215 of the Act relating to the limitations on inter-Series liabilities shall become applicable to the Company and each Series. Any Person extending credit to, contracting with, or having any claim against any Series may
look only to the assets of that Series to satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series. 
 2.6 Description of Series. Exhibit A attached hereto shall be updated from time to time as is necessary to reflect accurately the information contained therein, including, without limitation, the
establishment of additional Series and the admission of additional Members to the Company associated with existing or additional Series. Any reference in this Agreement to Exhibit A attached hereto for each Series shall be deemed to be a reference
to Exhibit A as amended and in effect from time to time. 
 2.7 Defects as to Formalities. A failure to observe any formalities or requirements
of this Agreement or the Act shall not be grounds for imposing personal liability on the Members or Managers for liabilities of the Company or any Series of the Company. 
 2.8 No Partnership Intended for Nontax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware Uniform Partnership
Act or the Delaware Revised Uniform Limited Partnership Act or a corporation under the Delaware General Corporation Law. The Members do not intend to be 

  
 9 








 
partners one to another, or partners as to any third party. The Members hereto agree and acknowledge that the Company and each separate Series may be treated as a separate partnership for federal
income tax and other pertinent purposes. 
 2.9 Rights of Creditors and Third Parties. This Agreement is entered into among the Company and the
Members for the exclusive benefit of the Company, its Members and their successors and assigns. The Agreement is expressly not intended for the benefit of any creditor of the Company or any Series of the Company or any other person. Except and only
to the extent provided by the Act, no such creditor or third party shall have any rights under the Agreement or any agreement between the Company and any Member with respect to any Contribution or otherwise. 

2.10 Title to Property. All Company Property shall be designated as the property of the Company as a whole or of a particular Series and Company Property
designated as the property of a particular Series shall be owned by such Series of the Company and not by the Company generally. No Member shall have any ownership interest in any such Property in the Member’s individual name or right, and each
Member’s interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, each Series of the Company shall hold all Company Property designated as the property of a particular Series in the
name of such Series of the Company and not in the name or names of any Member or Members. Any failure to hold any Company Property in the name of a particular Series shall not, however, affect the ownership interest of the particular Series in such
Property as long as the property is associated with a particular Series and accounted for separately for such Series on the records of the Company. 
 2.11 Payments of Individual Obligations. With respect to any Series of the Company, the Series’ credit and assets shall be used solely for the benefit of the Series, and no asset of the Series shall
be transferred or encumbered for or in payment of any individual obligation of any Member unless otherwise provided for herein. 
 2.12 Foreign
Qualification. The LLC Managers shall apply for authority to transact business in those jurisdictions where the Company and any Series is required to do so. The Company shall file such other certificates and instruments as may be necessary or
desirable in connection with its formation as a Series limited liability company, and its existence and operation, all as determined by the LLC Managers. 
 2.13 Treatment of Certain Property, Expenses and Liabilities. Notwithstanding any other provision herein, the Members of each Series agree that: 

(a) The Company and each of its Series shall be liable for the repayment of any warehouse loan or similar financing arrangement obtained
by the Company. 
 (b) The Company and each of its Series shall be liable (vis-à-vis the buyer of the loan) for any
repurchase or reimbursement obligations pertaining to loans sold to or guaranteed by FNMA, FHLMC, HUD, the FHA or the VA. However, if the repurchase obligation is attributable to the acts or omissions of a particular Series, then that Series shall


  
 10 









 
reimburse the Company and the other Series for the repurchase amount and for any losses which the Company or the other Series suffer as a result of the repurchase. 

(c) All loans made or brokered in the course of the Company’s business and in the name of the Company shall be deemed to have been
made or brokered on behalf of the Company by the Series that originated the loan, notwithstanding that title to the loan may be in the name of the Company. All interest, fee and other income from loans that are originated by a Series are the
property of that Series and shall be allocated to the Series that originated the loan in question. And all expenses associated with the making of such loans, including a pro-rata share of overhead expenses, and all non-cash items such as
depreciation, shall be allocated to the Series that originated the loan in question in a manner that the Managers determine is fair and equitable and in compliance with applicable law. 
 3. Name. The name of the Company shall be WINDERMERE MORTGAGE SERVICES SERIES LLC. The LLC Managers may from time to time change the name of the Company or adopt such trade or fictitious names as they may
determine to be appropriate. 
 4. Registered Office; Agent for Service of Process. The registered office of the Company in the State of
Delaware shall be at 9 East Loockerman Street, Suite IB, Dover, Delaware 19901. The name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability
Company Act are National Registered Agents, Inc., 9 East Loockerman Street, Suite IB, Dover, Delaware 19901. The Company may maintain offices at such places as the LLC Managers may determine to be appropriate. 

5. Purposes of the Company. 
 5.1 Purposes of
the Company. The purpose and general character of the business of the Company and of each Series is: 
 (a) To acquire, hold,
operate and dispose of assets, including personal property; 
 (b) To make, broker, acquire, service and sell residential
mortgage loans and other debt instruments; 
 (c) To employ mortgage lending and mortgage brokerage professionals and related
personnel; 
 (d) To transact any and all lawful business consistent with the foregoing purposes for which a limited liability
company may be formed under the Act; and 
 (e) To transact all business necessary, appropriate, advisable, convenient or
incidental to any of the foregoing provisions. 
 The Company and each Series shall have the power to do any or all of the acts
necessary, 

  
 11 









 
appropriate, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein and for the protection or benefit of the Company and each Series. The
Company and each Series shall have any or all of the powers that may be exercised on behalf of the Company or such Series by any Person. 
 5.2
Potential Conflicts. Each of the Members acknowledges and consents to the fact that the business and properties of a Series may be deemed to be in competition with the business and properties of another Series. The Managers of any Series are
authorized to act to utilize the assets, rights and obligations in a manner that is in the best interests of that Series, irrespective of the effect of such actions on other Series. 
 5.3 Loan Origination Process; Series and Entity Level Functions. 
 5.3.1 Origination. Each
individual Series shall have the authority, on behalf of the Company, to originate loans that will be funded in the Company’s name or brokered by the Company to third parties. The loans will be deemed to have been made or brokered by the
Company for the account of the Series that originated the loan in question, and all income and expenses associated with the loan shall be allocated by the Managers to the Series that originated the loan in accordance with the provisions of this
Agreement. 
 5.3.2 Work Functions. In connection with the making and brokerage of loans, the functions listed on Exhibit F-l (“Entity
Level Functions”) shall be performed by the Company at the expense of the Series, and the functions listed on Exhibit F-2 for each Series (“Series Level Functions”) shall be performed by the Series at its own expense. A portion of the
Entity Level Functions may be contracted out to third parties at the discretion of the LLC Managers and in compliance with applicable legal requirements. However, the Series Level Functions must be performed by employees of the Series. 

6. Term. The term of the Company as set forth in this Amended Agreement shall commence on the date of the filing of the Certificate of Formation for the
Company in the office of the Delaware Secretary of State, and shall continue in perpetuity, unless sooner dissolved, wound up and terminated in accordance with the provisions of this Agreement and the Act. 

7. Rights and Duties of LLC Managers. 
 7.1
General Authority and Powers of LLC Managers. Except as provided in Section 7.7, the LLC Managers shall have the exclusive right and power to manage, operate and control the general business and operations of the Company which is not
attributable to the business of a particular Series, provided that the separate Series Managers of each Series, as designated in a Separate Series Agreement for such Series, shall have the right and power to manage, operate and control the business
of such Series of the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Series of the Company. All decisions involving the administration of the Company as a whole, and not
attributable to the business of a particular Series, shall require the approval of seventy-five percent (75%) of the LLC Managers. The authority of the LLC Managers shall include, but shall not be limited to, the following powers, over the
business and operations of the Company which 

  
 12 









 
are not attributable to one or more particular Series: 
 (a) To spend and
commit the capital and revenues of the Company; 
 (b) To allocate the capital, revenues and expenses of the Company to one or
more particular Series; 
 (c) To manage, develop, improve, operate and dispose of the Company loans and mortgages and other
debt instruments and properties of any of the Company or any particular Series; 
 (d) To give all authorizations, consents or
other approvals required or permitted of a Series, or which a customer of a Series has delegated to the Series, or similar authorizations pursuant to any loan, debt, borrower or ownership documents, titles, leases, debt instruments, security
instruments or other documents related to the business of the Series or with respect to the Series assets; 
 (e) Upon the
majority vote of the LLC Managers, to sell or otherwise dispose of the assets attributable to the Company as a whole, in the normal course of business as part of a single transaction or plan as long as such disposition is not in violation of or a
cause of a default under any other agreement to which a Series or the Company may be bound; 
 (f) To employ persons or entities
for the general and administrative operation and management of the Company as a whole, and to employ outside attorneys and accountants; 
 (g) To acquire, lease and sell personal and/or real property, hire and fire employees, and to do all other acts necessary, appropriate or helpful for the general and administrative operation and
management of the Company as a whole; 
 (h) To execute, acknowledge and deliver any and all instruments to effectuate any of
the foregoing powers and any other powers granted the LLC Managers under the laws of the state of Delaware or other provisions of this Agreement; 
 (i) To enter into and to execute agreements for employment or services, as well as any other agreements and all other instruments the LLC Managers deem necessary or appropriate to the operations of the
business of the Company as a whole and to effectively and properly perform its duties or exercise its powers hereunder; 
 (j)
To borrow money on a secured or unsecured basis (including one or more “Warehouse Loans”) from individuals, banks and other lending institutions in connection with the business of the Series, to meet obligations of the Series, provide
Series working capital and for any other purpose of such Series of the Company, and to execute promissory notes, security agreements and assignments on behalf of the Series, and such other security instruments as a borrower or lender of funds may
require, to secure borrowings or repayment of such borrowings; provided, that no individual, bank or other lending institution to 

  
 13 









 
which the LLC Managers apply for a loan shall be required to inquire as to the purpose for which such loan is sought, and as between the such Series of the Company and such individual, bank or
other lending institution, it shall be conclusively presumed that the proceeds of such loan are to be, and will be, used for purposes authorized under the terms of this Agreement; 

(k) To enter into, such agreements and contracts and to give such receipts, releases and discharges, with respect to the business of the
Company as a whole, as the LLC Managers, in their sole discretion, deem advisable or appropriate; 
 (1) To purchase, at the
expense of the Series of the Company, such liability and other insurance as the LLC Managers, in their sole discretion, deem advisable to protect the Company’s and each Series of the Company’s assets and business; however, the LLC Managers
shall not be liable to such Series of the Company or the other Members for failure to purchase any insurance; 
 (m) To sue and
be sued, complain, defend, settle and/or compromise, with respect to any claim in favor of or against the Company or the Series of the Company, in the name and on behalf of the Company and such Series of the Company; and 

(n) To appoint certain officers and operating officers of the LLC Managers to act on behalf of the Company, and such persons, subject to
the provisions of this Agreement, may generally supervise and control the day-to-day business and affairs of the Company and execute documents on behalf of the Company in accordance with the powers delegated to such officers. Such officers may sign
contracts, agreements or other instruments for the Company, the Series and on behalf of the LLC Managers. Each officer shall hold office until a successor shall have been appointed by the LLC Managers or the office eliminated or such officer is
otherwise removed by the LLC Managers, with or without cause, all in the sole discretion of the LLC Managers. 
 The LLC
Managers, to the extent of their powers set forth in this Agreement are agents of the Company with respect to the Company and such applicable Series as is appropriate for the purposes of the Company’s and such Series’ business, and the
actions of any LLC Manager taken in accordance with such powers shall bind the Company and such Series. Any document or instrument required or permitted to be entered into and performed by the LLC Managers on behalf of a Series may be executed and
delivered by any LLC Manager, or by any other Person (including any Member) authorized by the LLC Managers of a Series to enter into and perform such document or instrument on behalf of the Company or the Series. 

7.2 Time Devoted to Company; Other Ventures. The LLC Managers shall devote so much of their time to the business of the Company as in their judgment the
conduct of the Company’s business reasonably requires. The LLC Managers may engage in business ventures and activities of any nature and description independently or with others, whether or not in competition with the business of such Series of
the Company, and shall have no obligation to disclose business opportunities available to them, and neither the Company nor any of the other Members shall have any rights in and to such independent ventures and activities or the income or profits
derived therefrom by reason of their ownership of interests in the Series of the Company. To the 

  
 14 









 
fullest extent permitted by applicable law, this Section 7.2 is intended to modify any provisions or obligations of the Act to the contrary and each of the Members, the Company and the
Series of the Company hereby waives and releases any claims they may have under the Act with respect to any such activities or ventures of the LLC Managers. 
 7.3 Liability of LLC Managers to Members and Series of the Company. In carrying out their duties and exercising the powers hereunder, the LLC Managers shall exercise reasonable skill, care and business
judgment. A Manager shall not be liable to the Company, the Series or the Members for any act or omission performed or omitted by them in good faith pursuant to the authority granted to them by this Agreement as a Manager or Tax Matters Partner (as
defined in the Code) unless such act or omission constitutes fraud, deceit, gross negligence, willful misconduct or a wrongful taking by such Manager. 
 7.4 Indemnification. 
 (a) The Company and the Series, if applicable to the
Company as a whole or the relevant Series if applicable to one or more Series shall indemnify and hold harmless the LLC Managers and any designated officers of the LLC Managers from any loss or damage, including attorneys’ fees actually and
reasonably incurred by the Manager, by reason of any act or omission performed or omitted by them on behalf of the Company as a whole, a Series or in furtherance of the Company’s or a Series’ interests or as Tax Matters Partner to the
fullest extent permitted by applicable law; however, such indemnification or agreement to hold harmless shall be recoverable only out of the assets of the Company and the relevant Series and not from the Members. The foregoing indemnity shall extend
only to acts or omissions performed or omitted by an LLC Manager or officer in good faith and in the belief that the acts or omissions were in the Company’s interest and/or the interests of the relevant Series or not opposed to the best
interests of the Company and/or the interests of the relevant Series. The determination by a majority of the LLC Managers as to whether indemnification provided for in this Section 7.4 shall be relevant to the Company as a whole and/or shall be
relevant to one or more specific Series shall be conclusive as to the party’s obligation to provide such indemnification. 

(b) To the fullest extent permitted by applicable law, any affiliate of an LLC Manager, any officers, directors, shareholders, partners,
members, employees, representatives or agents of such LLC Manager, or their respective affiliates (each, a “Covered Person”) shall be entitled to indemnification from the Company and/or the relevant Series for any loss, damage or claim
incurred by such Covered Person by reason of any act or emission performed or omitted by such Covered Person in good faith on behalf of the Company as a whole and/or the relevant Series, and in a manner reasonably believed to be within the scope of
authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of fraud, deceit, gross negligence,
willful misconduct or a wrongful taking with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.4 shall be provided out of and to the extent of the assets of the Company or the relevant
Series only, and no Member shall have any personal liability on account thereof. 

  
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 (c) The Company may purchase and maintain insurance, to the extent and in such amounts as a
majority of the LLC Managers shall deem reasonable, against any liability that may be asserted against or expenses that may be incurred by the LLC Managers or any Covered Person in connection with the activities of the Company including activities
of the Series. The Company may enter into indemnity contracts with the Managers and Covered Persons and such other Persons as the LLC Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement
of expenses and the funding of obligations under this Section 7.4 and containing such other procedures regarding indemnification as are appropriate. 
 (d) An LLC Manager or Covered Person may rely and shall incur no liability in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture, paper, document, signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an officer of a Person in order to ascertain any fact with respect to such Person or within such
Person’s knowledge and may rely on an opinion of counsel selected by such LLC Manager or Covered Person with respect to legal matters unless such LLC Manager or Covered Person acts in bad faith. 

(e) The indemnification provided by this Section 7.4 shall be in addition to any other rights to which an LLC Manager or covered
Person may be entitled under any agreement, by law or vote of the members as a matter of law or otherwise, and shall continue as to an LLC Manager or Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the
heirs, successors, assigns and administrators of the LLC Manager or Covered Person. 
 (f) The provisions of this
Section 7.4 are for the benefit of the LLC Managers and Covered Persons and their heirs, successors, assigns, administrators and personal representatives and shall not be deemed to be for the benefit of any other Person. The provisions of this
Section 7.4 shall not be amended in any way that would adversely affect an LLC Manager or Covered Person without the consent of such LLC Manager or Covered Person. 
 7.5 Duties and Responsibility. The designated LLC Managers shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and the Series for which they are
responsible, and all such funds and assets shall be used in accordance with the terms of this Agreement. Notwithstanding the foregoing sentence, to the extent that, at law or in equity, an LLC Manager or Covered Person has duties (including
fiduciary duties) and liabilities relating thereto to the Company, any Series or to any Member, any such LLC Manager or Covered Person acting under this Agreement shall not be liable to the Company, any Series or to any Member for its good faith
reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an LLC Manager or Covered Person otherwise existing at law or in equity, are agreed by the Members to
replace such other duties and liabilities of such LLC Manager or Covered Person. 
 7.6 Agreements with the LLC Managers. 

  
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 (a) All Members recognize that the Series of the Company will enter into agreements from
time to time with the LLC Managers or their affiliates and with Members or their affiliates for services in connection with development and operation of its Series business. 
 (b) With respect to any other agreement between the Company or any Series of the Company and the LLC Managers, Members, or their affiliates, the Members hereby agree and consent that such agreements shall
provide for normal and competitive fees to be paid by such Series of the Company, representing reasonable profit and overhead allowances to the contracting parties. 
 (c) The duty of the LLC Managers to the Series of the Company and to the Members with respect to the negotiation, execution, delivery, administration, amendment and termination of agreements described in
Sections 7.6(a) through 7.6(b) shall be to act in good faith and in a commercially reasonable manner as established by applicable usages of trade. 
 (d) The foregoing provisions are specifically included herein for the benefit of the Series of the Company and all the Members to enable such Series of the Company to operate efficiently and
expeditiously, consistent with the standards set forth, and the Members hereby waive and release any claims they may have under the Act for any contracts or agreements entered into by the LLC Managers which are consistent with the provisions of this
Section 7.6. 
 7.7 Restrictions on Authority of LLC Managers. The following decisions with respect to the Company shall require the
written consent of all LLC Managers and of 90% of the Series. In the event any of the following actions are proposed, the LLC Managers shall provide written notice of the proposed action to all Members, which notice period shall not be less than 20
days, during which time the Members shall be entitled to consult with the LLC Managers regarding the proposed action. 
 (i)
The dissolution and winding up of the Company; 
 (ii) The sale, exchange or other transfer of all or substantially all the
assets of the Company as a whole other than in the ordinary course of business and except as provided in Section 10; or 

(iii) A material change in the nature of the business of the Company. 
 7.8 HUD Delegation. The LLC Managers shall delegate to the senior mortgage loan operating officer of the Company, all responsibility for, and authority over, the Company and Series loan origination and
servicing operations relating to mortgage loans insured by or under insurance programs of HUD and FHA. The senior mortgage loan operating officer of the Company will be responsible for, and will have authority over, the Company and Series loan
origination and servicing operations relating to mortgage loans insured by or under insurance programs of HUD and FHA, including, but not limited to, the employment and training by the 

  
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Company and Series of personnel competent to perform assigned responsibilities relating to loan origination, servicing and collection activities to the extent that the Company and Series engage
in such activities. The senior mortgage loan operating officer of the Company must devote such officer’s full time to the operations of the Company and its Series, and must satisfy all statutory and regulatory requirements, (including, but not
limited to, requirements as to training and experience) from time to time applicable for a senior officer of the Company as an approved mortgagee of mortgage loans insured by or under insurance programs of HUD and FHA. 

7.9 Duties as to Mortgage Loans Insured by HUD and FHA. The LLC Managers shall, or shall cause the Company to, give immediate notice to HUD and FHA of
(a) any change in the identity of the Person who holds the office of senior mortgage loan operating officer of the Company and (b) any amendment or other modification of this Agreement that may affect the conduct of the business affairs of
the Company or its Series relating to mortgage loans insured by, or under insurance programs of HUD and FHA. Prior to any dissolution of the Company pursuant to Section 15, the LLC Managers must cause the Company to transfer to a mortgagee
approved by HUD and FHA any and all mortgage loans that are then held by the Company and insured by HUD and FHA. 
 8. Rights and Duties of
Series Managers. 
 8.1 General Authority and Powers of Series Managers. Except as provided in Section 8.7, the separate Series Managers of
each Series, as designated in a Separate Series Agreement for such Series, shall have the exclusive right and power to manage, operate and control the business of such Series of the Company and to do all things and make all decisions necessary or
appropriate to carry on the business and affairs of the Series of the Company. All decisions required to be made by the Series Managers with respect to a Series shall require the approval of all Series Managers designated for such Series, except as
otherwise provided in this Agreement, the Separate Series Agreement or as such Series Managers shall otherwise unanimously agree. Only Series Managers associated with a Series shall direct, manage, control, act for or execute contracts, agreements
or other documents with respect to the business and affairs of such Series, and no approvals, consents or other authorizations of any LLC Manager, or Series Manager or Member not specifically associated with a Series shall be required in connection
with the business or assets of such Series, except as otherwise set forth in this Agreement. The authority of the Series Managers shall include, but shall not be limited to, the following powers, over their respective Series of the Company:

 (a) To spend and commit the capital and revenues of such Series of the Company; 

(b) To manage, develop, operate and dispose of the Series Properties including loans, mortgages and other debt instruments of any of such
Series; 
 (c) To give all authorizations, consents or other approvals required or permitted of a Series, or which a customer of
a Series has delegated to the Series, or similar authorizations pursuant to any loan, debt, borrower or ownership documents, titles, leases, debt 

  
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instruments, security instruments or other documents related to the business of the Series or with respect to the Series assets; 

(d) To sell or otherwise dispose of all or substantially all of the assets of such Series as part of a single transaction or plan as long
as such disposition is not in violation of or a cause of a default under any other agreement to which such Series or the Company may be bound; 
 (e) To employ persons or entities for the operation and management of the business of such Series and for the operation and development of the property of such Series of the Company; 

(f) To acquire, lease and sell personal and/or real property, hire and fire employees, and to do all other acts necessary, appropriate or
helpful for the operation of the business of such Series of the Company; 
 (g) To execute, acknowledge and deliver any and all
instruments to effectuate any of the foregoing powers and any other powers granted the Series Managers under the laws of the state of Delaware or other provisions of this Agreement; 

(h) To enter into and to execute agreements for employment or services, as well as any other agreements and all other instruments the
Series Managers deem necessary or appropriate to operate such Series of the Company’s business and to operate and dispose of such Series of the Company’s properties or to effectively and properly perform its duties or exercise its powers
hereunder; 
 (i) Provided such borrowing does not create a default under any agreement to which the Company as a whole or the
Series is a party, to borrow money on a secured or unsecured basis from individuals, banks and other lending institutions to finance the business of such Series, to meet other obligations of such Series, provide Series working capital and for any
other purpose of such Series of the Company, and to execute documents as a lender of funds may require, to secure repayment of such borrowings; 
 (j) To enter into such agreements and contracts and to give such receipts, releases and discharges, with respect to the business of such Series of the Company, as the Series Managers, in their sole
discretion, deem advisable or appropriate; 
 (k) To purchase, at the expense of such Series of the Company, such liability and
other insurance as the Series Managers, in their sole discretion, deem advisable to protect such Series of the Company’s assets and business; however, the Series Managers shall not be liable to such. Series of the Company or the other Members
for failure to purchase any insurance; 
 (l) To file appropriate Trade Names and operate the Series business under such Trade
Name authorization. 

  
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 (m) To sue and be sued, complain, defend, settle and/or compromise, with respect to any
claim in favor of or against such Series of the Company, in the name and on behalf of such Series of the Company; and 
 (n) To
appoint certain officers and operating officers of the Series Manager to act on behalf of the Series, and such persons, subject to the provisions of this Agreement, may generally supervise and control the day-to-day business and affairs of the
Series and execute documents on behalf of the Series in accordance with the powers delegated to such officers. Such officers may sign contracts, agreements or other instruments for the Company to the extent clearly attributable to the sole business
of the Series and designated as such and on behalf of the Series Managers. Each officer shall hold office until a successor shall have been appointed by the Series Managers or the office eliminated or such officer is otherwise removed by the Series
Managers, with or without cause, all in the sole discretion of the Series Managers. The salary and other remuneration, if any, of each officer, as an officer of the Series, will be fixed and adjusted from time to time by the Series Managers, and no
officer will be prevented from receiving such salary or other remuneration by reason of the fact that such officer also is a Manager of the Company. The appointment of an officer does not of itself create contract rights. 

The Series Managers, to the extent of their powers set forth in this Agreement and any applicable Separate Series Agreement, are agents
of the Company solely with respect to such applicable Series of the purpose of the Company’s and such Series’ business, and the actions of any Manager taken in accordance with such powers shall bind the Company with respect to such Series
to the extent clearly attributable to the sole business of the Series and designated as such. Any document or instrument required or permitted to be entered into and performed by the Series Managers of a Series may be executed and delivered by any
Manager of such Series, or by any other Person (including any Member) authorized by the Series Managers of a Series to enter into and perform such document or instrument on behalf of such Series. 

8.2 Time Devoted to Company; Other Ventures. The Series Managers shall devote so much of their time to the business of their respective Series of the
Company as in their judgment the conduct of such Series of the Company’s business reasonably requires. The Series Managers and the Members may engage in business ventures and activities of any nature and description independently or with
others, whether or not in competition with the business of such Series of the Company, and shall have no obligation to disclose business opportunities available to them, and neither the Company nor any of the other Members shall have any rights in
and to such independent ventures and activities or the income or profits derived therefrom by reason of their acquisition of interests in such Series of the Company. To the fullest extent permitted by applicable law, this Section 8.2 is
intended to modify any provisions or obligations of the Act to the contrary and each of the Members, the Company and such Series of the Company hereby waives and releases any claims they may have under the Act with respect to any such activities or
ventures of the Series Managers or other Members. 
 8.3 Liability of Series Managers to Members and Series of the Company. In carrying out
their duties and exercising their powers hereunder, the Series Managers shall exercise reasonable skill, care and business judgment. A Series Manager shall not be liable to the Company or their respective Series of the Company or the Members for any
act or omission performed or omitted 

  
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by such Series Manager in good faith pursuant to the authority granted to such Series Manager by this Agreement as a Series Manager unless such act or omission constitutes fraud, deceit, gross
negligence, willful misconduct or a wrongful taking by such Series Manager. 
 8.4 Indemnification. 

(a) Each Series of the Company shall indemnify and hold harmless the Members of such Series, the designated Series Managers and any
designated officers of the Series Managers responsible for such Series from any loss or damage, including attorneys’ fees actually and reasonably incurred by them, by reason of any act or omission performed or omitted by them on behalf of such
Series of the Company or in furtherance of such Series of the Company’s interests or as Tax Matters Partner to the fullest extent permitted by applicable law; however, such indemnification or agreement to hold harmless shall be recoverable only
out of the assets of the such Series of the Company and not from the Members. The foregoing indemnity shall extend only to acts or omissions performed or omitted by a Member, Series Manager or officers in good faith and in the belief that the acts
or omissions were in such Series of the Company’s interest or not opposed to the best interests of such Series of the Company. 
 (b) To the fullest extent permitted by applicable law, any affiliate of a Member or Manager of a Series, any officers, directors, shareholders, partners, members, employees, representatives or agents of
such Member or Manager, or their respective affiliates, or any employee or agent of such Series (each, a “Covered Person”) shall be entitled to indemnification from such Series for any loss, damage or claim incurred by such Covered Person
by reason of any act or emission performed or omitted by such Covered Person in good faith on behalf of such Series and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement and any
Separate Series Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of fraud, deceit, gross negligence, willful misconduct or a wrongful
taking with respect to such acts or omissions; provided, however, that any indemnity under this Section 8.4 shall be provided out of and to the extent of the assets of the such Series only, and no Covered Person or any other Series shall have
any personal liability on account thereof. 
 (c) A Series may purchase and maintain insurance, to the extent and in such
amounts as the Series Managers associated with such Series shall deem reasonable, on behalf of Covered Persons and such other Persons as the Series Managers associated with such Series shall determine, against any liability that may be asserted
against or expenses that may be incurred by any such Person in connection with the activities of such Series or such indemnities, regardless of whether such Series would have the power to indemnify such Person against such liability under the
provisions of this Agreement. A Series may enter into indemnity contracts with Covered Persons and such other Persons as the Members associated with such Series shall determine and adopt written procedures pursuant to which arrangements are made for
the advancement of expenses and the funding of obligations under this Section 8.4 and containing such other procedures regarding indemnification as are appropriate. 

  
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 (d) A Member, Manager or Covered Person may rely and shall incur no liability in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, paper, document, signature or writing reasonably believed by it to be genuine, and may rely on a certificate
signed by an officer of a Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge and may rely on an opinion of counsel selected by such Member, Manager or Covered Person with respect to legal matters
unless such Member, Manager or Covered Person acts in bad faith. 
 (e) The indemnification provided by this Section 8.4
shall be in addition to any other rights to which a Member, Manager or covered Person may be entitled under any agreement, by law or vote of the members as a matter of law or otherwise, and shall continue as to a Member, Manager or Covered Person
who has ceased to serve in such capacity and shall-inure to the benefit of the heirs, successors, assigns and administrators of a Member, Manager or Covered Person. 
 (f) The provisions of this Section 8.4 are for the benefit of the Members, Series Managers and Covered Persons and their heirs, successors, assigns, administrators and personal representatives and
shall not be deemed to be for the benefit of any other Person. The provisions of this Section 8.4 shall not be amended in any way that would adversely affect a Member, Manager or Covered Person without the consent of such Member, Manager or
Covered Person. 
 8.5 Duties and Responsibility. The designated Series Managers shall have a fiduciary responsibility for the safekeeping and
use of all funds and assets of the Series of the Company for which they are responsible, and all such funds and assets shall be used in accordance with the terms of this Agreement Notwithstanding the foregoing sentence to the extent that at law or
in equity a Member Manager or Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Series or to any Member, any such Member, Manager or Covered Person acting under this Agreement shall not be
liable to the Company, any Series or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, Manager or Covered Person
otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member, Manager or Covered Person. 
  

	8.6	Agreements with the Series Managers. 

 (a) All Members recognize that the Series of the Company will enter into agreements from time to time with the Series Managers or their affiliates for services in connection with development and operation
of its Series business. 
 (b) With respect to any other agreement between the Company or any Series of the Company and the
Series Managers, or their affiliates, the Members hereby agree and consent that such agreements shall provide for normal and competitive fees to be paid by 

  
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such Series of the Company, representing reasonable profit and overhead allowances to the contracting parties. 
 (c) The duty of the Series Managers to the Series of the Company and to the Members with respect to the negotiation, execution, delivery, administration, amendment and termination of agreements described
in Sections 8.6(a) through 8.6(b) shall be to act in good faith and in a commercially reasonable manner as established by applicable usages of trade. 
 (d) The foregoing provisions are specifically included herein for the benefit of the Series of the Company and all the Members to enable such Series of the Company to operate efficiently and
expeditiously, consistent with the standards set forth, and the Members hereby waive and release any claims they may have under the Act for any contracts or agreements entered into by the Series Managers which are consistent with the provisions of
this Section 8.6. 
 8.7 Restrictions on Authority of Series Managers. The following decisions with respect to any Series of the Company
shall require the written consent of all Series Managers designated as responsible for such Series and of Members holding two-thirds of the Percentage Interests in such Series of the Company. In the event any of the following actions are proposed,
the Series Managers shall provide written notice of the proposed action to all Members associated with such Series, which notice period shall not be less than 20 days, during which time the Members shall be entitled to consult with the Series
Managers regarding the proposed action. 
 (i) The sale, exchange or other transfer of all or substantially all the assets of
such Series of the Company other than in the ordinary course of business; or 
 (ii) A material change in the nature of the
business of such Series of the Company. 
 8.8 Death or Incapacity of a Manager. Notwithstanding any other provision of this Agreement, the
death, incompetency, withdrawal, expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event which terminates the continued membership of such Member in a Series of the Company, shall not, in and of itself, cause a
dissolution of the such Series of the Company and such Series of the Company shall continue as a Series thereof. 
 9. Status of Members.

 9.1 No Participation in Management. Except as specifically provided herein, no Member shall take part in the conduct or control of the
Company or any Series of the Company business or the management of such Series of the Company, or have any right or authority to act for or on the behalf of, or otherwise bind, such Series of the Company (except a Member who may also be a Manager
and then only in such Member’s capacity as a Manager within the scope of such Member’s authority hereunder). 
 9.2 Limitation of
Liability. No Member shall have, solely by virtue of such Member’s status as a Member of the Company or a Series of the Company, any personal liability whatever, 

  
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whether to such Series of the Company, to any Members or to the creditors of the Company or any Series of the Company, for the debts or obligations of the Company or any Series of the Company or
any of its losses beyond the amount contributed by such Member to the capital of such Series of the Company, except as otherwise required by the Act. 
 9.3 Company Books. 
 (a) Upon reasonable written request, each LLC Manager and
each Series Manager shall have the right, at a time during ordinary business hours, to inspect and copy, the books and records of the Company. 
 (b) Upon reasonable written request, each LLC Manager shall have the right, at a time during ordinary business hours, to inspect and copy, the books and records of any Series for any purpose reasonably
related to the Company’s interest with respect to such Series. 
 (c) Upon reasonable written request, each LLC Manager
associated with a Series shall have the right, at a time during ordinary business hours, to inspect and copy, the books and records of such Series for any purpose reasonably related to such Series. 

(d) Upon reasonable written request, each Member associated with a Series shall have the right, at a time during ordinary business hours,
to inspect and copy, at the requesting Member’s expense, the books and records of such Series for any purpose reasonably related to such Member’s interest with respect to such Series. 

9.4 Priority and Return of Capital. Except as may be expressly provided in Section 11, no Member associated with a Series shall have priority over
any other Member associated with such Series, either as to the return of Capital Contributions or as to Net Income, Net Losses or distributions; provided that this Section 8.5 shall not apply to loans made to the Company by a Member with
respect to a Series. 
 9.5 Liability of a Member to the Company. A Member who receives a distribution from the Company with respect to a Series
is liable to the Company with respect to such Series or to others only to the extent required by the Act and other applicable law. 
 9.6 Death
or Incapacity of Member. The death, incompetency, withdrawal, expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event which terminates the continued membership of a Member in a Series of the Company, shall not, in and
of itself, cause a dissolution of such Series or of the Company. Upon the occurrence of such event, the rights of such Member to share in the Net Income and Net Loss of such Series of the Company, to receive distributions from such Series of the
Company and to assign an interest in such Series of the Company pursuant to Section 14 below shall, on the happening of such an event, devolve upon such Member’s executor, administrator, guardian, conservator, or other legal representative
or successor, as the case may be, subject to the terms and conditions of this Agreement, and the Company or such Series of the Company shall continue as a limited liability company or a Series thereof. However, in any such event, such legal
representative or successor, or any assignee of such legal representative or successor shall be admitted to the Company or such Series of the 

  
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 Company as a Member only in accordance with and pursuant to all of the terms and conditions of Section 14
hereof. 
 9.7 Recourse of Members. Each Member shall look solely to the assets of the Series of the Company for all distributions with respect
to such Series of the Company and such Member’s Capital Contribution thereto and share of Net Income and Net Loss thereof and shall have no recourse therefor, upon dissolution or otherwise, against any Manager or any other Member. 

9.8 No Right to Property. No Member, regardless of the nature of such Member’s contributions to the capital of the Series’ of the Company,
shall have any right to demand or receive any distribution from such Series of the Company in any form other than cash, upon dissolution or otherwise. 
 10. Meetings of Members. 
 10.1 Meetings. 

(a) Meetings of the Members of the Company as a whole, for any purpose or purposes, may be called by any Member or Members holding at
least 25% of the Percentage Interests of the Company. 
 (b) Meetings of the Members associated with a Series, for any purpose
or purposes, may be called by any Member or Members associated with such Series holding at least 25% of the Percentage Interests of such Series. 
 10.2 Place of Meetings. The Members may designate any place, either within or outside the State of Delaware, as the place of meeting for any meeting of the Members. If a designation is not made, or if a
special meeting be otherwise called, the place of meeting shall be the principal place of business of the Company for a meeting of the Company as a whole and the principal place of business of the Series for such Series. Any meeting of the Members
may also take place by teleconferencing so long as a quorum (as set forth in Section 10.6 below) participate in the same. 
 10.3 Notice of
Meetings. Except as provided in Section 10.4, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than five nor more than thirty days before the date
of the meeting, either personally or by mail, by or at the direction of the Members or Member calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered two calendar days after being
deposited in the United States mail, addressed to the Member at its address as it appears on the books of the Company, with postage thereon prepaid. 
 10.4 Meeting of All Members. If all the Members associated with a Series shall meet at any time and place, either within or outside the State of Delaware, or participate in a teleconference meeting, and
consent to the holding of a meeting at such time and place or by teleconference, such meeting shall be valid without call or notice, and at such meeting lawful action may be 

  
 25 









 
taken. 
 10.5 Record Date. For the purpose of determining Members entitled to notice of
or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other purpose, the day immediately prior to the date on which notice
of the meeting is mailed or the day immediately prior to the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members
entitled to vote at any meeting of Members has been made as provided in this Section 10.5, such determination shall apply to any adjournment thereof. 
 10.6 Quorum. Members holding at least two-thirds of all Percentage Interests of the Company as a whole, represented in person or by proxy, shall constitute a quorum at any meeting of Members of the
Company as a whole. Members associated with a Series holding at least two-thirds of all Percentage Interests of such Series, represented in person or by proxy, shall constitute a quorum at any meeting of Members associated with such Series. In the
absence of a quorum at any such meeting, Members holding a majority of the Percentage Interests so represented may adjourn the meeting from time to time for a period not to exceed sixty days without further notice. However, if the adjournment is for
more than sixty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that number of Percentage Interests whose absence would cause less than a quorum. 
 10.7
Manner of Acting. If a quorum is present, the affirmative vote of Members holding a Majority Interest in such Series shall be the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act or
expressly by this Agreement. Only Members associated with a Series may vote or consent upon any matter, and their vote or consent, as the case may be, shall be counted in the determination of whether the matter was approved by the Members associated
with a meeting of a Series. 
 10.8 Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the
Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Managers associated with the meeting before or at the tune of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy. A proxy may only be given verbally during a meeting taking place by teleconferencing and shall expire at the termination of said teleconference. 
 10.9 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members associated with a Series may be taken without a meeting and without prior notice if written
consents of Members associated with such Series are received representing the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members of such Series were present and voted. 

  
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 10.10 Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing
signed by the Member entitled to such notice, whether before, at, or after the time stated therein, or the participation in a teleconference meeting, shall be equivalent to the giving of such notice. 

11. Contributions to the Company and Capital Accounts. 
 11.1 Members’ Capital Contributions. Each Member associated with a Series has, in connection with the Conversion, or shall contribute to such Series the amount as is set forth in Exhibit A for each
Series attached hereto as its Initial Capital Contribution to the Company with respect to such Series. 
 11.2 Additional Contributions or
Loans. Except as unanimously agreed upon by the Members of the Company as a whole, or the Members of a Series for the Series, no Member shall be obligated to make an additional capital contribution or loan to any Series or to the Company.

 11.3 Capital Accounts. 
 (a) The Company shall establish and maintain a Capital Account, in accordance with Treasury Regulations issued under Code Section 704, for each Member with respect to each Series for which such
Member is associated. The original Capital Account established for any Member who acquires an interest in a Series by virtue of the Conversion and the Dissolution of Windermere Mortgage Group LLC in accordance with the terms of this Agreement shall
be in the same amount as, and shall replace, the Capital Account of such Members interest in Windermere Mortgage Group LLC or Windermere Mortgage Services LLC, and, for purposes of this Agreement, such Member shall be deemed to have made the Capital
Contributions with respect to such Series as are described in the Plan of Conversion and assigned to such Series and set forth on Exhibit A as the Initial Capital Contribution. 

(b) The Capital Account with respect to a Series of each Member associated with such Series shall be maintained in accordance with the
following provisions: 
 (i) to such Member’s Capital Account with respect to such Series there shall be credited such
Member’s Capital Contributions with respect to such Series, such Member’s distributive share of Net Income with respect to such Series and the amount of any Company liabilities with respect to such Series that are assumed by such Member or
that are secured by any Company assets associated with such Series that are distributed to such Member; 
 (ii) to such
Member’s Capital Account with respect to such Series there shall be debited the amount of cash and the Gross Asset Value of any other Company assets associated with such Series that are distributed to such Member pursuant to any provision of
this Agreement, such Member’s distributive share of Net Losses with respect to such Series and the amount of any liabilities of such Member that are assumed by the Company with respect to such Series or that are secured by any property
contributed by such Member to the Company with respect to such Series; and 

  
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 (iii) in determining the amount of any liability for purposes of this Subsection (b), there
shall be taken into account § 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations. 
 11.4
Withdrawal or Reduction of Members’ Contributions to Capital. 
 (a) A Member shall not receive from the Company, or from
any Series with which such Member is associated, a return of any part of its Capital Contribution with respect to the Company or such Series unless the fair market value of the assets associated with such Series exceeds the liabilities of such
Series (except liabilities to Members associated with such Series on account of their Capital Contributions to the Company with respect to such Series). 
 12. Allocations and Distributions. 
 12.1 Net Income and Net Losses. 

(a) Subject to the allocation rules of Section 12.2 and the Exhibits, Net Income with respect to any Series for any Fiscal Year
shall be allocated among the Members associated with such Series in proportion to such Members’ Percentage Interests in such Series. 
 (b) Subject to the allocation rules of Section 12.2 and the Exhibits, Net Losses with respect to any Series for any Fiscal Year shall be allocated among the Members associated with such Series in
proportion to such Members’ Percentage Interests in such Series. 
 (c) The Net Income and Net Losses for each Series will
be allocated to the Series as if such Series was a separate partnership for federal income tax purposes and shall be allocated to the Members associated with each Series on that basis. To the extent each Series constitutes or may constitute a
separate partnership for federal income tax purposes, the Company shall file separate tax returns for each Series accordingly. 

(d) To the extent such items are not allocable to any particular Series, such items shall be allocated among the various Series by the
LLC Managers in their discretion. 
 12.2 Allocation Rules. 
 (a) In the event Members are admitted to a Series pursuant to this Agreement on different dates, the Net Income (or Net Losses) allocated to the Members associated with such Series for each Fiscal Year
during which such Members are so admitted shall be allocated among the Members associated with such Series in proportion to the Percentage Interest each such Member holds from time to time during such Fiscal Year in


  
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accordance with § 706 of the Code, using any convention permitted by law and selected by Members holding a Majority Interest in such Series. 

(b) For purposes of determining the Net Income, Net Losses or any other items with respect to any Series allocable to any period, Net
Income, Net Losses and any such other items shall be determined on a daily, monthly, quarterly or other basis, as determined by Members holding a Majority Interest in such Series using any method that is permissible under § 706 of the Code and
the Treasury Regulations thereunder. 
 (c) Except as otherwise provided in this Agreement, all items of Company income, gain,
loss, deduction and any other allocations with respect to a Series not otherwise provided for herein shall be divided among the Members associated with such Series in the same proportions as they share Net Income and Net Losses with respect to such
Series for the Fiscal Year in question. 
 (d) The Members are aware of the income-tax consequences of the allocations made by
this Section 12 and hereby agree to be bound by the provisions of this Section 12 in reporting their shares of Company income and loss for income-tax purposes. 
 12.3 Limitation on Net Loss Allocation. Notwithstanding anything contained in this Section 12, no Member shall be allocated Net Loss with respect to any Series to the extent such allocation would
cause a negative balance in such. Member’s Deemed Capital Account as of the end of the taxable year to which such allocation relates. 

12.4 Minimum Gain Chargeback. If there is a net decrease in Minimum Gain with respect to any Series during a taxable year of such Series, then
notwithstanding any other provision of this Section 12, each Member of such Series must be allocated items of income and gain with respect to such Series for such year, and succeeding taxable years to the extent necessary (the “Minimum
Gain Chargeback”), in proportion to, and to the extent of, an amount required under Treasury Regulation Section 1.704-2(f). 
 12.5
Qualified Income Offset. If at the end of any taxable year and after operation of Section 12.4, any Member shall have a negative balance in such Member’s Deemed Capital Account with respect to any Series, then notwithstanding anything
contained in this Section 12, there shall be reallocated to each Member with a negative balance in such Member’s Deemed Capital Account with respect to such Series (determined after the allocation of income, gain or loss under this
Section 12 for such year) each item of gross income (unreduced by any deductions) and gain of such Series in proportion to such negative balances until the Deemed Capital Account with respect to such Series for each such Member is increased to
zero. 
 12.6 Curative Allocations. The allocations set forth in Sections 12.3, 12.4 and 12.5 (the “Regulatory Allocations”) are
intended to comply with certain requirements of the Treasury Regulations issued pursuant to Code Section 704(b). It is the intent of the Members that, to the extent possible, all Regulatory Allocations with respect to any Series shall be offset
either with other Regulatory Allocations or with special allocations of other items of income, gain, loss, or deduction with respect to such Series pursuant to this Section 12.6. Therefore, notwithstanding


  
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any other provision of this Section 12 (other than the Regulatory Allocations), the Managers shall make such offsetting special allocations of income, gain, loss, or deduction with respect
to a Series in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Capital Account balance of each Member of such Series is, to the extent possible, equal to the Capital Account balance such Member
would have had with respect to such Series if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 12.1 and 12.2. 
 12.7 Tax Allocations; Section 704(c) of the Code. 
 (a) In accordance with
§ 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company with respect to any Series shall, solely for income-tax purposes, be allocated
among the Members associated with such Series so as to take account of any variation between the adjusted basis of such property to the Company for federal income-tax purposes and its initial Gross Asset Value (computed in accordance with
Section 1.14 hereof). 
 (b) In the event the Gross Asset Value of any Company asset associated with a Series is adjusted
pursuant to Paragraph (ii) of the Definition of “Gross Asset Value” contained in Section 1.14 hereof, subsequent allocations of income, gain, loss and deduction with respect to such asset and such Series shall take account of any
variation between the adjusted basis of such asset for federal income-tax purposes and its Gross Asset Value in the same manner as under § 704(c) of the Code and the Treasury Regulations thereunder. 

(c) Any elections or other decisions relating to allocations with respect to a Series under Section 12.7 including the selection of
any allocation method permitted under Treasury Regulation § 1.704-3, shall be made by the Series Managers in a manner that reasonably reflects the purpose, and intention of this Agreement. Allocations pursuant to this Section 12.7 are
solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account with respect to any Series or share of Net Income, Net Losses, other items or
distributions pursuant to any provision of this Agreement. 
 12.8 Cash Available for Distribution. Except as otherwise provided in
Section 16 hereof (relating to the dissolution of the Company), any distribution of the Cash Available for Distribution of any Series during any Fiscal Year shall, at such times and in such amounts as the Series Managers of such Series
determine is appropriate, in their sole discretion, be made to the Members associated with such Series in proportion to such Members’ respective Percentage Interests in such Series. 
 12.9 Distribution Rules. 
 (a) All distributions with respect to a Series pursuant
to Section 12.8 shall be at such times and in such amounts as shall be determined by the Series Managers of such Series in their sole discretion; provided, however, that subject to Section 12.8 above, the Series Managers shall use their
best efforts to cause the Company to distribute to the Members an 

  
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amount of Cash Available for Distribution as shall be sufficient to enable Members to fund their federal and state income-tax liabilities attributable to their respective distributive shares of
the taxable income of the Company. 
 (b) All amounts withheld pursuant to the Code or any provision of any state or local tax
law with respect to any payment, distribution or allocation to the Company, a Series or the Members shall be treated as amounts distributed to the Members pursuant to this Section 12 for all purposes of this Agreement. The Members and Managers
are authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other
federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. 

(c) Each Series shall maintain such reserves as are necessary for the Series to maintain adequate capitalization of the Company or to
satisfy capital or net worth covenants in agreements between the Company and third parties. The amount of adequate capitalization required of each Series shall be determined from time to time by the LLC Managers and provided to the Series Managers
in writing. In no event shall the capitalization for each Series be less than the amounts stated in Exhibit E attached hereto. 
 12.10
Limitation Upon Distributions. 
 (a) Notwithstanding any provision to the contrary contained in this Agreement, the Company
with respect to a Series shall not make any distribution to any Person on account of its interest in the Company with respect to such Series if such distribution would violate Sections 18 -215 or 18-607 of the Act or other applicable law.

 (b) The Managers for any Series may base a determination that a distribution or return of contribution may be made under
Section 12.10(a) in good-faith reliance upon a balance sheet and profit and loss statement of the Company with respect to such Series represented to be correct by the Person having charge of its books of account or certified by an independent
public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company and such Series. 
 12.11
Accounting Method. For both financial and tax-reporting purposes and for purposes of determining Net Income and Net Losses, the books and records of the Company with respect to each Series shall be kept on the accrual method of accounting in a
consistent manner and shall reflect all Company transactions with respect to such Series and be appropriate and adequate for the Company’s business. 
 12.12 Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contributions or to return of its Capital Contributions. 

12.13 Loans to Company. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company for any Series by
agreement with the Managers of such Series. 

  
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 12.14 Records, Audits and Reports. At the expense of the relevant Series, the LLC Managers jointly with the
Series Managers associated with such Series shall maintain separate and distinct records and accounts of the operations and expenditures of such Series. At a minimum, the LLC Managers and each Series shall keep at the principal place of business of
the Company the following records: 
 (a) True and full information regarding the status of the business and financial condition
of such Series and the Company; 
 (b) Promptly after becoming available, a copy of the Company’s and each Series federal,
state and local income tax returns for each year; 
 (c) The current list of the name and last known business, residence or
mailing address of each Member associated with each Series; 
 (d) A copy of this Agreement, Separate Series Agreements and the
Certificate of Formation, together with executed copies of any written powers of attorney pursuant to which this Agreement, Separate Series Agreements and the Certificate of Formation have been executed; 

(e) True and full information regarding the assets associated with each Series and the debts, liabilities and obligations of such Series.

 (f) True and full information regarding the amount of cash and a description and statement of the Gross Asset Value of any
other property or services contributed by each Member to the Company with respect to such Series and which each Member associated with such Series has agreed to contribute in the future, and the date on which each became a Member; 

(g) Minutes of any meetings; 
 (h) Any written consents obtained from Members associated with such Series for actions taken by such Members without a meeting; and 

(i) Unless contained in this Agreement, a writing prepared by the Members associated with such Series setting out the following:

 (i) The times at which or events on the happening of which any additional contributions agreed to be made by each Member
associated with such Series are to be made; and 
 (ii) Any right of a Member associated with such Series to receive
distributions that include a return of all or any part of the Member’s contributions. 
 12.15 Returns and Other Elections. The LLC
Managers together with the Managers for each 

  
 32 









 
Series shall cause the preparation and timely filing of all tax returns required to be filed by the Company for each Series pursuant to the Code and all other tax returns deemed necessary and
required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company’s Fiscal Year. All elections
permitted to be made by the Company under federal or state laws shall be made by the LLC Managers in their sole discretion. 
 12.16 Tax Matters
Partner. 
 (a) Homestreet/WMS, Inc. is hereby designated as the initial “Tax Matters Partner” for the Company and for
each Series for purposes of § 6231(a)(7) of the Code and shall have the power to manage and control, on behalf of the Company or Series, any administrative proceedings at the Company or Series level with the Internal Revenue Service relating to
the determination of any item of Company or Series income, gain, loss, deduction or credit for federal income-tax purposes. 

(b) To the extent appropriate, Homestreet/WMS, Inc. is hereby designated as the initial “Tax Matters Partner” of the Company
for purposes of § 6231(a)(7) of the Code and shall have the power to manage and control, on behalf of the Company, any administrative proceedings at the Series level with the Internal Revenue Service relating to the determination of any item of
Series income, gain, loss, deduction or credit for federal income-tax purposes. 
 (c) The Tax Matters Partner shall, within ten
days of the receipt of any notice from the Internal Revenue Service in any administrative proceeding at the Company level relating to the determination of any Company item of income, gain, loss, deduction or credit, mail a copy of such notice to
each Member. 
 (d) The Tax Matters Partner shall, within ten days of the receipt of any notice from the Internal Revenue
Service in any administrative proceeding at the Series level relating to the determination of any Series item of income, gain, loss, deduction or credit, mail a copy of such notice to the Series Managers and each Member of such Series. 

(e) The LLC Managers may at any time hereafter by a majority vote designate a new Tax Matters Partner of any Series or the Company;
provided, however, that only a Member may be designated as the Tax Matters Partner of the Company, the Tax Matters Partner of any Series must be a Member of such Series and such designation complies with §6231(a)(7)of the Code. 

12.17 Right to Make Section 754 Election. In their sole discretion, the Managers of any Series may make or revoke, on behalf of the Company, an
election in accordance with § 754 of the Code, so as to adjust the basis of Company Property for such Series in the case of a distribution of property within the meaning of § 734 of the Code, and in the case of a transfer of a Company
interest within the meaning of § 743 of the Code. Each of such Series Members shall supply the information necessary to give effect to such an election. 

  
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 13. Company Expenses. 
 13.1 Company Administrative Expenses. The administrative costs and expenses of the Company (but not costs and expenses attributable to a particular Series business) shall be allocated by the Company to
the Series by the LLC Managers in such manner as is deemed fair and equitable. Each such allocation shall be conclusive and binding on all Members of all Series, for all purposes. 
 13.2 Company Expenses. Each Series of the Company shall pay all costs and expenses of such Series of the Company, which may include, but are not limited to: 

(a) All organizational expenses incurred in the formation of such Series of the Company and the issuance of interests in such Series of.
the Company which are not reimbursed by a third party; 
 (b) All costs of personnel employed by such Series of the Company;

 (c) All costs reasonably related to the conduct of such Series’ of the Company day-to-day business affairs, including,
but without limitation, the cost of supplies, utilities, taxes, licenses, fees and services contracted from third parties; 

(d) All costs of borrowed money, taxes and assessments on such Series’ business, and other taxes applicable to such Series of the
Company; 
 (e) Legal, audit, accounting, brokerage and other fees applicable to such Series of the Company; 

(f) Printing and other expenses incurred in connection with the business of such Series of the Company; 

(g) Fees and expenses paid to brokers, consultants, and other agents, including affiliates of the Managers; 

(h) The cost of insurance obtained in connection with the business of such Series of the Company; 

(i) Expenses of revising, amending, converting, modifying or terminating such Series and the Company; 

(j) Expenses in connection with distributions made by such Series of the Company to, and communications and bookkeeping and clerical work
necessary in maintaining relations with, Members; 
 (k) Expenses in connection with preparing and mailing reports required to
be furnished to Members associated with such Series of the Company for financial 

  
 34 









 
reporting, tax reporting or other purposes that the LLC Managers or Series Managers of such Series deem appropriate; and 
 (1) Costs incurred in connection with any litigation, including any examinations or audits by regulatory agencies relating to the Company, such Series or the business of such Series. 

14. Transferability. 
 14.1 Transfer. A Person
may assign, distribute, hypothecate, pledge, recognize, sell or otherwise transfer any Membership Interest in a Series to another Person, provided that prior to any such transfer, the Person shall obtain the written consent of the LLC Managers and
the Managers associated with such Series, which written consent may be withheld in the sole discretion of a majority of either the LLC Managers or the Managers associated with such Series. A transferee may be admitted as a Member of the Company
associated with a Series upon compliance with Section 15.1. 
 15. Issuance and Transfers of Membership Interests. 

15.1 Additional Members and Assignees. 
 (a) In addition to the admission to the Company of Members in a new Series pursuant to Section 2, pursuant to the approval of the unanimous Vote of the Members of a Series, a Person may be admitted
to the Company as a Member associated with such Series either (i) by the issuance by the Series of Membership Interests for such consideration as the Series Managers and Members associated with such Series shall determine, or (ii) as a
transferee of a Member’s Membership Interest or any portion thereof, subject to the terms and conditions of this Agreement. A Person who is either issued a Membership Interest for a Series or who receives by transfer a Membership Interest for a
Series and who has received the approval of the Managers and Members associated with such Series pursuant to this Section 15.1 shall be admitted to the Company as a Member associated with such Series upon its execution of a counterpart to this
Agreement and a counterpart to a Separate Series Agreement for such Series. 
 (b) Any Person receiving a Membership Interest in
a Series pursuant to Section 14.1 that is not admitted as a Member associated with such Series pursuant to this Section 15.1 (whether by failing to receive approval from the. Series Managers and the Members of such Series with respect to
such admission, by failing to execute a counterpart to this Agreement and a counterpart to a Separate Series Agreement or otherwise) shall be deemed to be a mere assignee of a Membership Interest associated with such Series. Unless otherwise
admitted to the Company as a Member pursuant to this Agreement, an assignee of a Membership Interest has no voting or other management rights with respect to the Company or any Series. 
 15.2 Retroactive Allocations. No additional Members or assignees of Membership Interests shall be entitled to any retroactive allocation of the Company’s income, gains, losses, deductions, credits or
other items; provided that, subject to the restrictions of § 706(d) of the Code, additional Members and assignees of Membership Interests shall be entitled to their respective shares of the


  
 35 









 
Company’s income, gains, losses, deductions, credits and other items arising under contracts entered into before the effective date of the issuance or transfer of Membership Interests to the
extent that such income, gains, losses, deductions, credits and other items arise after such effective date. To the extent consistent with § 706(d) of the Code and Treasury Regulations promulgated thereunder, the Company’s books may be
closed at the time Membership Interests are issued or transferred (as though the Company’s taxable year had ended) or the Managers for a Series may credit to additional Members and assignees of Membership Interests pro rata allocations of the
Company’s income, gains, losses, deductions, credits and items related to such Series for that portion of the Company’s Fiscal Year after the effective date of the issuance or transfer of the Membership Interests. 

16. Termination of Series; Dissolution and Termination of the Company. 
 16.1 Dissolution of the Company. 
 (a) The Company shall be dissolved upon the
occurrence of any of the following events: 
 (i) the sale or other disposition of all or substantially all of the assets of all
the Series of the Company; 
 (ii) by the unanimous written agreement of all Members; or 

(iii) upon the entry of decree of judicial dissolution under Section 18-802 of the Act. 

(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or Manager or the occurrence of any event that
terminates the continued membership of any Member in the Company shall not in and of itself cause a dissolution of the Company and the Company shall continue as a limited liability company. 

(c) If a Member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his
property, the Member’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member’s rights for the purpose of settling his estate or administering his property. If a Member is an Entity and
is dissolved or terminated, the powers of that Member may be exercised by its legal representative or successor. 
 16.2 Termination of a
Series. 
 (a) A Series shall be terminated and its affairs wound up upon the occurrence of any of the following events:

 (i) upon the dissolution of the Company; 

  
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 (ii) At the election of any of the Members associated with such Series, and upon ninety
(90) days prior written notice to all other Members; 
 (iii) at the time in which there are no Members associated with
such Series; or 
 (iv) upon the entry of a decree of judicial termination of the Series under Section 18-215(1) of the
Act. 
 (b) Other than in connection with a transfer of Membership Interests in accordance with this Agreement or pursuant to
Section 16(a)(ii) above, a Member associated with a Series shall not take any voluntary action (including, without limitation, resignation) that directly causes it to cease to be a Member of the Company associated with such Series. Unless
otherwise approved by Members associated with a Series owning a Majority Interest of such Series, a Member who ceases to be a Member associated with such Series (a “Resigning Member”), regardless of whether such termination was the result
of a voluntary act by such Member, shall not be entitled to receive any distributions from the Company with respect to such Series in excess of those distributions to which such Member would have been entitled had such Member remained a Member
associated with such Series. Except as otherwise expressly provided herein, a Resigning Member shall immediately become an assignee associated with such Series. Damages for breach of this Section 16.2(b) shall be monetary damages only (and not
specific performance), and such damages may be offset against distributions by the Company with respect to such Series to which the Resigning Member would otherwise be entitled. 

(c) The termination and winding up of a Series shall not cause a dissolution of the Company (unless there are no remaining Series) or the
termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement and the Act. 

(d) The LLC Managers may require that a formal legal termination of a Series be delayed for up to twenty-four months and that the capital
of the Series Members remain in the Series for that time if necessary in order to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. However, the Series
need not actively engage in business during any period for which it is required to remain in existence by the LLC Managers pursuant to this Section 16.2(d). 
 16.3 Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of Such Series. 
 (a) Upon termination of a Series, an accounting shall be made of the accounts of the Company with respect to such Series and of the assets, liabilities and operations associated with such Series, from the
date of the last previous accounting until the date of such termination. The Series Managers associated with such Series shall immediately proceed to wind up the affairs of such Series. 

  
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 (b) If a Series is terminated and its affairs are to be wound up, the Managers associated
with such Series shall: 
 (i) Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except
to the extent such Series Managers may determine to distribute any assets to the Series Members in kind); 
 (ii) Allocate any
Net Income or Net Losses resulting from such sales to the respective Capital Accounts of the Members associated with such Series in accordance with Section 12 hereof; 
 (iii) Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company with respect to such Series, including liabilities to Members or Managers who are creditors,
to the extent otherwise permitted by law, other than liabilities to Members for distributions (for purposes of determining the Capital Accounts of the Members associated with such Series, the amounts of any Reserves created in connection with the
liquidation of such Series shall be deemed to be an expense of the Company with respect to such Series); and 
 (iv) Distribute
the remaining assets of such Series to the Members associated with such Series in accordance with their positive Capital Account balances after giving effect to all contributions, distributions, and allocations for all periods. 

(c) Notwithstanding anything to the contrary in this Agreement, if upon the termination and liquidation of any Series, any Member
associated with such Series has a deficit balance in its Capital Account associated with such Series (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the
year during which such termination and liquidation occurs), such Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Members’ Capital Account associated with such Series, and such
deficit Capital Account balance shall not be considered a debt owed by such Member to the Company with respect to such Series or otherwise, to any other Member or to any other Person for any purpose whatsoever. 

(d) The Managers associated with a Series shall comply with all requirements of applicable law pertaining to the winding up of the
affairs of the Company with respect to such Series and the final distribution of its assets. 
 16.4 Winding Up, Liquidation and Distribution of
Assets of the Company Upon Dissolution of the Company. Upon the dissolution of the Company pursuant to Section 16.1, the Company shall be wound up by winding up each Series in the manner contemplated by Section 16.3. The Company shall
continue as a separate legal entity until the cancellation of the Certificate of Formation in accordance with the Act. 
 16.5 Returns of
Contributions Nonrecourse to Other Members. Except as otherwise provided by applicable laws, upon termination of a Series, each Member associated with such Series shall 

  
 38 









 
look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision
for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise
provided by law. 
 17. Resignation and Admission of Series Manager. 
 17.1 Resignation of a Series Manager. A Manager for any Series shall be entitled to resign as a Manager for such Series 30 days after delivery of written notice to the Company and the Members admitted to
such Series of the Manager’s intention to resign, or upon such earlier date as the Manager’s resignation is accepted by Members holding a Majority Interest in the Series. Resignation of a Manager, who is a Member of a Series, pursuant to
this Section 17.1 shall not affect its interest as a Member of the Series or in the Company. 
 17.2 Death or Incompetency of Series
Manager. A Manager for any Series shall cease to be a Manager of such Series upon the death, incompetency, retirement, bankruptcy or dissolution of such Manager. 
 17.3 Removal of a Series Manager. A Series Manager may be removed as a Manager at any time by the Member who appointed that Series Manager. Removal of a Series Manager who is a Member of a Series and the
Company, pursuant to this Section 17.3 shall not affect such Manager’s Membership Interest in the Series or in the Company. 
 17.4
Appointment of a New or Replacement Series Manager. A new or replacement Manager for any Series may be appointed by HSB/WMS, if the Manager being replaced was a HSB/WMS Series Manager, and by agreement of a majority of the WG Series Members, if the
Manager being replaced was a WG Series Manager. At all times each Series shall have one HSB/WMS Series Manager and one WG Series Manager except as otherwise provided in any Separate Series Agreement. 

18. Resignation and Admission of LLC Manager. 

18.1 Resignation of an LLC Manager. An LLC Manager shall be entitled to resign as a Manager for the Company 30 days after delivery of written notice to
the Company of the Manager’s intention to resign, or upon such earlier date as the Manager’s resignation is accepted by a majority of the remaining LLC Managers. 
 18.2 Death or Incompetency of an LLC Manager. An LLC Manager shall cease to be a Manager upon the death, incompetency, retirement, bankruptcy or dissolution of such Manager. 

18.3 Removal of an LLC Manager. An LLC Manager may be removed as a Manager at any time: 

(a) by HSB/WMS, in the case of a HSB LLC Manager; and 

  
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 (b) by agreement of a majority of the WG Series Members, in the case of a WG LLC Manager.

 18.4 Appointment of a New or Replacement LLC Manager. A new or replacement LLC Manager may be appointed: 

(a) by HSB/WMS, if the Manager being replaced was a HSB LLC Manager; and 

(b) by agreement of a majority of the WG Series Members, if the Manager being replaced was a WG LLC Manager. 

19. Special and Limited Power of Attorney. 
 (a) The LLC Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to act in the
name and on the behalf of each Member in the Company and the Series Managers and each of them, with full power of substitution, shall at all times during the existence of the Company have a special and limited power of attorney as the authority to
act in the name and on the behalf of each Member in such Manager’s Series, to make, execute, swear to, verify, acknowledge and file the following documents and any other documents deemed by the Managers to be necessary for the business of the
Company and the Series of the Company: 
 (i) This Agreement, the Separate Series Agreements, any separate articles of
organization, fictitious business name statements, as well as any amendments to the foregoing which, under the laws of any state, are required to be filed or which the Managers deem it advisable to file; 

(ii) Any other instrument or document which may be required to be filed by the Series or the Company under the laws of any state or by a
governmental agency, or which the Managers deem it advisable to file; and 
 (iii) Any instrument or document which may be
required to effect the continuation of the Series of the Company, the admission of a Manager or Member for such Series, the transfer of an interest in the Company, the change in custodian or trustee of any IRA, trust or pension or profit sharing
plan Member, or the dissolution and termination of the Company (provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement), or to reflect any increases or reductions in amount of
contributions of Members to such Series. 
 (b) The special and limited power of attorney granted to the Managers hereby:


  
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 (i) Is a special and limited power of attorney coupled with an interest, is irrevocable,
shall survive the dissolution or incompetency of the granting Member, and is limited to those matters herein set forth; 
 (ii)
May be exercised by each of the Managers (or by any authorized officer of the Manager, if not a natural person) for each Member by referencing the list of Members on Appendix A and executing any instrument with a single signature acting as
attorney-in-fact for all of them; 
 (iii) Shall survive a transfer by a Member of such Member’s interest in the Series of
Company pursuant to Section 14 hereof for the sole purpose of enabling the Manager to execute, acknowledge and file any instrument or document necessary or appropriate to admit a transferee as a Member; and 

(iv) Notwithstanding the foregoing, in the event that a Manager ceases to be a Manager in the Company with respect to such a Series, the
power of attorney granted by this Section 19 to such Manager shall terminate immediately, but any such termination shall not affect the validity of any documents executed prior to such termination, or any other actions previously taken pursuant
to this power of attorney or in reliance upon its validity, all of which shall continue to be valid and binding upon the Members in accordance with their terms. 
 20. Amendments. This Agreement may not be amended except in writing by a unanimous approval of the LLC Managers together with a class vote comprised of the affirmative vote of Members associated with each
Series holding at least two-thirds of all Percentage Interests in each Series. Any amendment changing the Percentage Interest needed under this Section 20 to amend this Agreement requires unanimous approval of the LLC Managers together with a
two-thirds vote of the Members of each Series. 
 21. Miscellaneous. 
 21.1 Notices. Any notice, offer, consent or other communication required or permitted to be given or made hereunder shall be in writing and shall be deemed to have been sufficiently given or made when
delivered personally to the party (or an officer of the party) to whom the same is directed, or (except in the event of a mail strike) five days after being mailed by first class mail, postage prepaid, if to the Company or to a Manager, to the
office described in Section 4 hereof, or if to a Member, to such Member’s last known address or when received by facsimile if to the Company or Manager to the facsimile number for the office described in Section 4 hereof, or if to a
Member, to such Member’s facsimile number. Any Member may change such Member’s address for the purpose of this Section 21.1 by giving notice of such change to the Company, such change to become effective on the tenth day after such
notice is given. 
 21.2 Binding Effect. This Agreement is binding upon and inures to the benefit of the Members, and, to the extent permitted
by this Agreement, their respective legal representatives, successors and assigns. 

  
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 21.3 Remedies for Breach. Each party to this Agreement shall have the remedies that are available to it for
the violation of any of the terms of this Agreement; including, but not limited to, the equitable remedy of specific performance (except as otherwise provided by this Agreement). 
 21.4 Entire Agreement. This Agreement, along with any applicable Separate Series Agreement, constitutes the entire agreement among the parties and supersedes any prior agreement or understandings among
them, oral or written, all of which are hereby cancelled. This Agreement may not be modified or amended other than pursuant to Section 19 hereof. 
 21.5 Waiver of Action for Partition. Each Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the property of the
Company or any Series. 
 21.6 Captions; Pronouns. The paragraph and section titles or captions contained in this Agreement are inserted only as
a matter of convenience of reference. Such titles and captions in no way define, limit, extend or describe the scope of this Agreement nor the intent of any provision hereof. All pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. 
 21.7 Execution of Additional
Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations and other instruments necessary to comply with any laws, rules regulations. 

21.8 Waivers. The failure of any party hereto to seek redress for default of or to insist upon the strict performance of any covenant or condition of
this Agreement shall not prevent a subsequent act, which would have originally constituted a default, from having the effect of an original default. 
 21.9 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any party hereto shall not preclude or waive the right to use
any other remedy. Said rights and remedies are given in addition to any other legal rights the parties hereto may have. 
 21.10 Severability.
If any provision or term of this Agreement is found to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is the
intent of the parties hereto for the terms and conditions of this Agreement to be interpreted to the greatest extent possible so as to remain valid and enforceable, and any provision or term of this Agreement found by a court to be invalid, void or
unenforceable, shall be rewritten by the court pursuant to this intent. 
 21.11 Creditors. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of: (i) the Company, (ii) any Series of the Company, or (iii) any Member. 

  
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 21.12 Counterparts. This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page to this
Agreement by facsimile shall be effective as delivery of an executed original counterpart of this Agreement. 
 21.13 Governing Law. This
Agreement and the application and interpretation thereof shall be governed by and construed exclusively in accordance with the internal laws of the State of Delaware (without regard to principles of conflict of laws). 

21.14 Decisions by Members and Manager. Whenever in this Agreement a Member or Manager is permitted or required to make a decision (i) in its
“sole discretion” or “discretion” or under a grant of similar authority or latitude, the Member or Manager shall be entitled to consider only such interest and factors as it desires, including its own interests and shall have no
duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any Member, or (ii) in its “good faith” or under another express standard, the Member or Manager shall act under such
express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise. 

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first hereinabove written. 

 

					
	MANAGERS/MEMBERS:	 	* [Signatures to be inserted]*	  	


  
 43 









 AMENDED EXHIBIT A - 1 

LIST OF SERIES AND SERIES MEMBERS 
  

							
	 Series
	  	 Member’s

Name
	  	Percentage
Interest in such
Series	 
	 Windermere Mortgage

Services Series LLC/ American NW Realty
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	American Northwest Realty, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Auburn
	  	HomeStreet/WMS,. Inc.	  	 	50	% 
	  	Windermere Real Estate/Auburn, Inc.	  	 	50	% 
	Windermere Mortgage	  	HomeStreet/WMS, Inc.	  	 	50	% 
	Services Series LLC/ AT	  	Windermere Cronin & Caplan Realty Group, Inc.	  	 	50	% 
	Windermere Mortgage	  	HomeStreet/WMS, Inc.	  	 	50	% 
	Services Series LLC/ East	  	Windermere Real Estate/East, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Everett
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate Everett, Inc.	  	 	50	% 
	Windermere Mortgage	  	HomeStreet/WMS, Inc.	  	 	50	% 
	Services Series LLC/ GH	  	Windermere Real Estate/GH LLC	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ HKW
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/HKW, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Maple Valley
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Maple Valley, Inc.	  	 	50	% 
	Windermere Mortgage	  	HomeStreet/WMS, Inc.	  	 	50	% 
	Services Series LLC/ M2	  	Windermere Real Estate/M2, LLC	  	 	50	% 
	Windermere Mortgage	  	HomeStreet/WMS, Inc.	  	 	50	% 
	Services Series LLC/ North	  	Windermere Real Estate/North, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ North Wall Street
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Becker Mortgage, LLC	  	 	50	% 


  
 - 1 -










							
	 Series
	  	 Member’s

Name
	  	Percentage
Interest in such
Series	 
	 Windermere Mortgage

Services Series LLC/ Northeast
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	PVCH Financial Systems LLC	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Northwest
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Northwest, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Oak Tree
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	WMJC, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Pacific West Properties
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Pacific West Properties, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Paragon
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Paragon Company, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Renton
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Renton, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/South
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/South, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Valley
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Valley, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Wall Street
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Wall Street, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/WRE
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate Co.	  	 	50	% 
	 Windermere Mortgage
 Services
Series LLC/WMS Online
	  	HomeStreet/WMS, Inc.	  	 	100	% 


  
 - 2 -










							
	 Series
	  	 Member’s

Name
	  	Percentage
Interest in such
Series	 
	 Windermere Mortgage

Services Series LLC/Skagit Valley
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Skagit Mortgage Services LLC	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Manito
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Manito Mortgage LLC	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/SBA
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/ SBA, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Tacoma Professional Partners
	  	 HomeStreet/WMS, Inc.

Windermere Professional Partners
	  	 
  
	50
 50
	% 
 % 

	  	  
	 Windermere Mortgage

Services Series LLC/ West Campus
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/West Campus, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Mill Creek
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Real Estate/Mill Creek, Inc.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Central
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Central LLC	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/ Walla Walla
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Simcock Enterprises, L.L.C.	  	 	50	% 
	 Windermere Mortgage

Services Series LLC/Kitsap
	  	HomeStreet/WMS, Inc.	  	 	50	% 
	  	Windermere Kitsap LLC	  	 	50	% 
		  		  	 	Revised 04.01.10	  


  
 - 3 -









 EXHIBITS B-1 
 THROUGH B-18 
 LIST OF PROPERTY INITIALLY ALLOCATED TO EACH SERIES

 UPON CONVERSION OF WINDERMERE MORTGAGE SERVICES LLC TO 

WINDERMERE MORTGAGE SERVICES SERIES LLC 

  
 - 1 -









 EXHIBIT B-1 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/AMERICAN NW REALTY 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/Gig
Harbor	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-1 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/American
NW Realty)	  	 	50	% 
	 American Northwest Realty, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-1 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/American
NW Realty)	  	 	50	% 


  
 - 2 -









 SCHEDULE A TO EXHIBIT B-1 

WINDERMERE MORTGAGE SERVICES SERIES LLC/AMERICAN NW REALTY 
 0.84% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/American NW Realty 

 

									
	 Systems
	  	 Description
	  	Serial No.	 	  	 Location

	 COMPUTERS
	  				  	
	0301	  	Firewall-NetScreen 5XP Elite	  				  	Gig Harbor
				
	0355	  	LAPTOP, DELL LATITUDE	  	 	2CV8421	  	  	Gig Harbor
			
	 FURNITURE & FIXTURES
	  				  	
				
	0031	  	OFFICE FURNITURE	  				  	Gig Harbor
				
	0032	  	OFFICE FURNITURE	  				  	Gig Harbor


  
 - 3 -









 EXHIBIT B-2 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/AT 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/AT	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-2 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/AT)	  	 	50	% 
	 Windermere Cronin & Caplan Realty Group, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-2 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/AT)	  	 	50	% 


  
 - 4 -









 SCHEDULE A TO EXHIBIT B-2 

WINDERMERE MORTGAGE SERVICES SERIES LLC/AT 
 11.14% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/AT 
  

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	 COMPUTERS
	  		  	
	 0244
	  	LaserJet 2200 DTN Printer	  	USBGF07392	  	Irving
	 0291
	  	Firewall-NetScreen 5XP Elite	  		  	Irving
	 0345
	  	LAPTOP, DELL LATITUDE	  	GGC8421	  	Irving
			
	 FURNITURE & FIXTURES
	  		  	
	 0309
	  	File-42"" 3 Drawer, Lateral	  		  	Irving
	 0377
	  	OFFICE FURNITURE - DESK, FILES, CHAIRS	  		  	Irving
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 0105
	  	PHONE/FAX LINE	  		  	Irving
			
	 COMPUTERS
	  		  	
	 0121
	  	PRINTER, DIGITAL (TOASTER)	  	SG64311257	  	Lloyd Tower
	 0292
	  	Firewall-NetScreen 5XP Elite	  		  	Lloyd Tower
	 0339
	  	LAPTOP, DELL LATITUDE	  	7MB8421	  	Lloyd Tower
			
	 FURNITURE & FIXTURES
	  		  	
	 0110
	  	CABINETS	  		  	Lloyd Tower
	 0111
	  	GUEST CHAIR (2)	  		  	Lloyd Tower
	 0112
	  	FLOOR LIGHTING	  		  	Lloyd Tower
	 0113
	  	OFFICE FURNITURE	  		  	Lloyd Tower
	 0219
	  	CHAIR (1), FILE PED (1), DESK SHELL	  		  	Lloyd Tower
	 0254
	  	Office Furniture (See Details)	  		  	Lloyd Tower
	 0307
	  	Credenza W/Double Doors	  		  	Lloyd Tower
			
	 LEASEHOLD IMPROVEMENTS
	  		  	


  
 -5-










							
	 0106
	  	REMODEL	  		  	Lloyd Tower
			
	 COMPUTERS
	  		  	
	 0124
	  	PRINTER, DIGITAL (TOASTER)	  	ABFF1C2655	  	Lake Oswego
	 0293
	  	Firewall-NetScreen 5XP Elite	  		  	Lake Oswego
	 0363
	  	LAPTOP, DELL LATITUDE	  	98QB421	  	Lake Oswego
			
	 FURNITURE & FIXTURES
	  		  	
	 0115
	  	GUEST CHAIR (3)	  		  	Lake Oswego
	 0116
	  	OFFICE FURNITURE	  		  	Lake Oswego
	 0117
	  	CONFERENCE TABLE	  		  	Lake Oswego
	 0249
	  	Furniture-Custom Workspace	  		  	Lake Oswego
	 0255
	  	Office Furniture (See Details)	  		  	Lake Oswego
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 0104
	  	LEASEHOLD IMPROVEMENT	  		  	Lake Oswego


  
 -6-









 EXHIBIT B-3 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/EAST 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/East	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-3 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/East)	  	 	50	% 
	 Windermere Real Estate/East Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-3 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/East)	  	 	50	% 


  
 - 7 -









 SCHEDULE A TO EXHIBIT B-3 

WINDERMERE MORTGAGE SERVICES SERIES LLC/EAST 
 8.93% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/East 
  

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	COMPUTERS	  		  	
	0282	  	Firewall-NetScreen 5XP Elite	  		  	Bellevue Main
	0333	  	LAPTOP, DELL LATITUDE	  	B198421	  	Bellevue Main
			
	LEASEHOLD IMPROVEMENTS	  		  	
	0052	  	LEASEHOLD IMPROVEMENTS	  		  	Bellevue Main
			
	COMPUTERS	  		  	
	0283	  	Firewall-NetScreen 5XP Elite	  		  	Bellevue South
	0361	  	LAPTOP, DELL LATITUDE	  	G2QB421	  	Bellevue South
			
	FURNITURE & FIXTURES	  		  	
	0056	  	TABLE (1), WORKSURFACE (1), OVERHEAD(l)	  		  	Bellevue South
			
	COMPUTERS	  		  	
	0313	  	Firewall-NetScreen 5XP-001	  	S0018042002005476	  	Bellevue West
	0356	  	LAPTOP, DELL LATITUDE	  	JBQB421	  	Bellevue West
			
	FURNITURE & FIXTURES	  		  	
	0057	  	1-LOT MOHOG DESK, CHAIRS, ART	  		  	Bellevue West
	0058	  	ARTWORK	  		  	Bellevue West
	0059	  	MINI BLINDS	  		  	Bellevue West
	0182	  	WORKSTATION AND CHAIR	  		  	Bellevue West
	0385	  	FURNITURE - DESK TOPS, CHAIRS, PIN BOARD	  		  	Bellevue West


  
 - 8 -









 EXHIBIT B-4 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/EVERETT 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Everett	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-4 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Everett)	  	 	50	% 
	 Windermere Real Estate/Everett Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-4 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Everett)	  	 	50	% 


  
 - 9 -









 SCHEDULE A TO EXHIBIT B-4 

WINDERMERE MORTGAGE SERVICES SERIES LLC/EVERETT 
 1.75% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Everett 

 

											
	 Systems
	  	 Description
	  	Serial No.	 	  	Location	 
	 COMPUTERS
	  		  				  			
	 0327
	  	MONITOR, 17”	  				  	 	Lynnwood	  
	 0343
	  	LAPTOP, DELL LATITUDE	  	 	F9C8421	  	  	 	Lynnwood	  
			
	 FURNITURE & FIXTURES
	  				  			
	 0078
	  	OFFICE FURNITURE	  				  	 	Lynnwood	  
	 0329
	  	OFFICE DESK	  				  	 	Lynnwood	  
				
	 COMPUTERS
	  		  				  			
	 0186
	  	PRINTER, HP LASERJET 6PXI	  	 	USBD029135	  	  	 	Everett Mall	  
	 0294
	  	2-Firewall-NetScreen 5XP Elite	  				  	 	Everett Mall	  
	 0362
	  	LAPTOP, DELL LATITUDE	  	 	2CQB421	  	  	 	Everett Mall	  
	 0366
	  	LAPTOP, DELL LATITUDE	  	 	612Z421	  	  	 	Everett Mall	  
			
	 FURNITURE & FIXTURES
	  				  			
	 0081
	  	ARTWORK	  				  	 	Everett Mall	  
	 0080
	  	OFFICE FURNITURE	  				  	 	Everett Mall	  
	 0171
	  	PENINSULA TABLE 24"" X 72""	  				  	 	Everett Mall	  
	 0197
	  	OFFICE FURNITURE	  				  	 	Everett Mall	  
	 0253
	  	Office Furniture-Laminate Top	  				  	 	Everett Mall	  
	 0318
	  	Office Furniture (See Notes for Details)	  				  	 	Everett Mall	  
	 0383
	  	FURNITURE	  				  	 	Everett Mall	  
			
	 LEASEHOLD IMPROVEMENTS
	  				  			
	 0076
	  	OFFICE REMODEL	  				  	 	Everett Mall	  
	 0224
	  	LEASEHOLD IMPROVEMENT - BUILDOUT	  				  	 	Everett Mall	  


  
 - 10 -









 EXHIBT B-5 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/GH 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/GH	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-5 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/GH)	  	 	50	% 
	 Windermere Real Estate/GH LLC
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-5 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/GH)	  	 	50	% 


  
 - 11 -









 SCHEDULE A TO EXHIBIT B-5 

WINDERMERE MORTGAGE SERVICES SERIES LLC/GH 
 4.76% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/GH 
  

							
	 Systems
	  	 Description
	  	Serial No.	  	Location
	 COMPUTERS
	  		  		  	
	 0296
	  	Firewall-NetScreen 5XP Elite	  		  	Edmonds
	 0348
	  	LAPTOP, DELL LATITUDE	  	F7C8421	  	Edmonds
			
	 FURNITURE & FIXTURES
	  		  	
	 0025
	  	ARTWORK	  		  	Edmonds
	 0024
	  	OFFICE FURNITURE	  		  	Edmonds
	 0222
	  	WORKSURFACE (2), FILE, WALL CABINET	  		  	Edmonds


  
 - 12 -









 EXHIBIT B-6 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/HKW 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
HKW	 
				
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-6 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/HKW)	  	 	50	% 
				
	 Windermere Real Estate/HKW Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-6 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/HKW)	  	 	50	% 


  
 - 13 -









 SCHEDULE A TO EXHIBIT B-6 

WINDERMERE MORTGAGE SERVICES SERIES LLC/HKW 
 5.90% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held for Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/HKW 
  

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	 COMPUTERS
	  		  	
	 0010
	  	PRINTER, HP DESKJET 340	  		  	Alderwood
	 0246
	  	Monitor, HP 15””	  	MY85097933	  	Alderwood
	 0281
	  	Firewall-NetScreen 5XP Elite	  		  	Alderwood
	 0341
	  	LAPTOP, DELL LATITUDE	  	48C8421	  	Alderwood
			
	 FURNITURE & FIXTURES
	  		  	
	 0378
	  	OFFICE FURNITURE – DESK, FILES, CHAIRS	  		  	Alderwood
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 0379
	  	OFFICE REMODEL	  		  	Alderwood


  
 - 14 -









 EXHIBIT B-7 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/MAPLE VALLEY 
  

									
	 Member’s Name
	  	 Date of Initial
 Capital
 Contribution,
 Issue or
 Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/Maple
Valley	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-7 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services
Series LLC/Maple Valley)	  	 	50	% 
				
	 Windermere Real Estate/Maple Valley, Inc.
	  	May 1,2005	  	50% of assets set forth on Schedule A to this Exhibit B-7 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services
Series LLC/Maple Valley)	  	 	50	% 


  
 - 15 -









 SCHEDULE A TO EXHIBIT B-7 

WINDERMERE MORTGAGE SERVICES SERIES LLC/MAPLE VALLEY 
 2.66% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held for Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Maple Valley 

 

							
	 Systems
	  	 Description
	  	Serial No.	  	 Location

	COMPUTERS	  		  	
	COMPUTERS	  		  	
	0166	  	PRINTER, HP LASERJET 6PXI	  	USDH025265	  	Maple Valley
	0306	  	Firewall-NetScreen 5XP Elite	  		  	Maple Valley
			
	FURNITURE & FIXTURES	  		  	
	0277	  	Office Furniture (See Notes for Detail)	  		  	Maple Valley


  
 - 16 -









 EXHIBIT B-8 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/MH 
  

									
	 Member’s Name
	 	 Date of Initial
Capital
Contribution,
Issue or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/MH	 
	HomeStreet/WMS, Inc.	 	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-8 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/MH)	  	 	50	% 
				
	Windermere Real Estate/M.H., Inc.	 	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-8 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/MH)	  	 	50	% 


  
 - 17 -









 SCHEDULE A TO EXHIBIT B-8 

WINDERMERE MORTGAGE SERVICES SERIES LLC/MH 
 4.15% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/MH 
  

							
	 Systems
	  	 Description
	  	Serial No.	  	 Location

	COMPUTERS	  		  	
	0238	  	PRINTER, HP4ML	  	USBB067266	  	Everett South – C
	0285	  	Firewall-NetScreen 5XP Elite	  		  	Everett South – C
	0365	  	LAPTOP, DELL LATITUDE	  	GT4ND2I	  	Everett South – C
			
	FURNITURE & FIXTURES	  		  	
	0069	  	FURNITURE CAPITAL CONTRIB.	  		  	Everett South – C
	0312	  	Office Furniture (See Notes for Detail)	  		  	Everett South – C
			
	COMPUTERS	  		  	
	0175	  	PRINTER, HP LASERJET 4L	  	USBB975766	  	Everett South – B
	0367	  	LAPTOP, DELL LATITUDE C640	  	37CKK21	  	Everett South – B


  
 - 18 -









 EXHIBIT B-9 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTH 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/North	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-9 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/North)	  	 	50	% 
	 Windermere Real Estate/North, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-9 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/North)	  	 	50	% 


  
 - 19 -









 SCHEDULE A TO EXHIBIT B-9 

WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTH 
 1.75% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/North 
  

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

			
	COMPUTERS	  		  	
	0327	  	MONITOR, 17””	  		  	Lynnwood
	0343	  	LAPTOP, DELL LATITUDE	  	F9C8421	  	Lynnwood
			
	FURNITURE & FIXTURES	  		  	
	0078	  	OFFICE FURNITURE	  		  	Lynnwood
	0329	  	OFFICE DESK	  		  	Lynnwood
			
	COMPUTERS	  		  	
	0186	  	PRINTER, HP LASERJET 6PXI	  	USBD029135	  	Everett Mall
	0294	  	2-Firewall-NetScreen 5XP Elite	  		  	Everett Mall
	0362	  	LAPTOP, DELL LATITUDE	  	2CQB421	  	Everett Mall
	0366	  	LAPTOP, DELL LATITUDE	  	612Z421	  	Everett Mall
			
	FURNITURE & FIXTURES	  		  	
	0081	  	ARTWORK	  		  	Everett Mall
	0077	  	FURNITURE CAPITAL CONTRIB.	  		  	Everett Mall
	0080	  	OFFICE FURNITURE	  		  	Everett Mall
	0171	  	PENINSULA TABLE 24”” X 72””	  		  	Everett Mall
	0197	  	OFFICE FURNITURE	  		  	Everett Mall
	0253	  	Office Furniture-Laminate Top	  		  	Everett Mall
	0318	  	Office Furniture (See Notes for Details)	  		  	Everett Mall
	0383	  	FURNITURE	  		  	Everett Mall
			
	LEASEHOLD IMPROVEMENTS	  		  	
	0076	  	OFFICE REMODEL	  		  	Everett Mall
	0224	  	LEASEHOLD IMPROVEMENT – BUILDOUT	  		  	Everett Mall


  
 - 20 -









 EXHIBIT B-10 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHEAST 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Northeast	 
	HomeStreet/WMS, Inc.	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-10 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Northeast)	  	 	50	% 
				
	JHW Associates, Inc.	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-10 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Northeast)	  	 	50	% 


  
 - 21 -









 SCHEDULE A TO EXHIBIT B-10 

WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHEAST 
 1.54% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts–determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market–determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale–determined as of April 30, 2005 upon closing of Conversion. 

Receivables–determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical–determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Northeast 

 

							
	 Systems
	  	 Description
	  	Serial No.	  	Location
	COMPUTERS	  		  	
	0297	  	Firewall-NetScreen 5XP Elite	  		  	Kirkland
	0346	  	LAPTOP, DELL LATITUDE	  	6XC8421	  	Kirkland
			
	FURNITURE & FIXTURES	  		  	
	0028	  	OFFICE FURNITURE	  		  	Kirkland
	0330	  	DESK, OVERHEAD, FILE, (2) SIDE CHAIRS	  		  	Kirkland
				
	LEASEHOLD	  		  		  	
	0027	  	LEASEHOLD IMPROVEMENT	  		  	Kirkland


  
 - 22 -









 EXHIBIT B-11 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHWEST 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Northwest	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-11 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Northwest)	  	 	50	% 
				
	 Windermere Real Estate/Northwest, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-11 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Northwest)	  	 	50	% 


  
 - 23 -









 SCHEDULE A TO EXHIBIT B-11 

WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHWEST 
 4.07% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts–determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market–determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale–determined as of April 30, 2005 upon closing of Conversion. 

Receivables–determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical–determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Northwest 

 

											
	 Systems
	 	 Description
	  	Serial No.	 	  	Location	 
	 FURNITURE & FIXTURES
	  				  			
	 0381
	 	 WORKSTATION (1), CHAIRS (3)
	  				  	 	Ballard	  


  
 - 24 -









 EXHIBIT B-12 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/OAK TREE 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Oak Tree	 
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	HomeStreet/WMS, Inc.	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-12 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Oak
Tree)	  	 	50	% 
	 Windermere Real
 Estate/Oak
Tree, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-12 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Oak
Tree)	  	 	50	% 


  
 -25-









 SCHEDULE A TO EXHIBIT B-12 

WINDERMERE MORTGAGE SERVICES SERIES LLC/OAK TREE 
 0.80% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30,2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Oak Tree 

 

									
	 Systems
	  	 Description
	  	Serial No.	 	  	 Location

	 COMPUTERS
	  				  	
	0287	  	Firewall-NetScreen 5XP Elite	  				  	Oaktree
	0332	  	LAPTOP, DELL LATITUDE	  	 	J0B8421	  	  	Oaktree
			
	 FURNITURE & FIXTURES
	  				  	
	0041	  	FURNITURE CAPITAL CONTRIB.	  				  	Oaktree
	0042	  	PENINSULA TABLE	  				  	Oaktree
	0308	  	File-Lateral 42""W 2Dr	  				  	Oaktree


  
 -26-









 EXHIBIT B-13 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/RENTON 
  

									
	 Member’s Name
	  	 Date of Initial
 Capital
 Contribution,
 Issue or
 Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Renton	 
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-13 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Renton)	  	 	50	% 
	 Windermere Real

Estate/Renton, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-13 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Renton)	  	 	50	% 


  
 -27-









 SCHEDULE A TO EXHIBIT B-13 

WINDERMERE MORTGAGE SERVICES SERIES LLC/RENTON 
 2.93% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30,2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Renton 
  


											
	 Systems
	  	 Description
	  	Serial No.	 	  	Location	 
	 FURNITURE & FIXTURES
	  				  			
	 0380
	  	DESK, TASK LIGHT, CHAIRS (3)	  				  	 	Renton Highlands	  


  
 - 28 -









 EXHIBIT B-14 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/SOUTH 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
South	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-14 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/South)	  	 	50	% 
	 Windermere Real Estate/South, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-14 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/South)	  	 	50	% 


  
 - 29 -









 SCHEDULE A TO EXHIBIT B-14 

WINDERMERE MORTGAGE SERVICES SERIES LLC/SOUTH 
 24.57% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30,2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. . 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/South 
  

											
	 Systems
	  	 Description
	  	Serial No.	 	  	Location	 
	 COMPUTERS
	  				  			
	 0227
	  	Printer HP Laserjet	  	 	USCH017380	  	  	 	Renton South	  
	 0290
	  	Firewall-NetScreen 5XP Elite	  				  	 	Renton South	  
	 0340
	  	LAPTOP, DELL LATITUDE	  	 	35B8421	  	  	 	Renton South	  
	 0357
	  	LAPTOP, DELL LATITUDE	  	 	65QB421	  	  	 	Renton South	  
			
	 FURNITURE & FIXTURES
	  				  			
	 0137
	  	ARTWORK	  				  	 	Renton South	  
	 0138
	  	ARTWORK	  				  	 	Renton South	  
	 0135
	  	OFFICE FURNITURE	  				  	 	Renton South	  
	 0136
	  	LAMP	  				  	 	Renton South	  
	 0192
	  	OFFICE FURNITURE	  				  	 	Renton South	  
	 0258
	  	OFFICE FURNITURE	  				  	 	Renton South	  
	 0259
	  	OFFICE FURNITURE	  				  	 	Renton South	  
	 0369
	  	WORK SURFACE 20X71	  				  	 	Renton South	  
			
	 COMPUTERS
	  				  			
	 0159
	  	PRINTER, HP LASERJET	  	 	USCH017415	  	  	 	Burien	  
	 0295
	  	Firewall-NetScreen 5XP Elite	  				  	 	Burien	  
	 0349
	  	LAPTOP, DELL LATITUDE	  	 	GRV8421	  	  	 	Burien	  
	 0354
	  	LAPTOP, DELL LATITUDE	  	 	C1W8421	  	  	 	Burien	  
			
	 FURNITURE & FIXTURES
	  				  			
	 0141
	  	ARTWORK	  				  	 	Burien	  
	 0140
	  	42”” 5 DRAWER LATERAL FILE	  				  	 	Burien	  
	 0142
	  	AWNING DEPOSIT	  				  	 	Burien	  
	 0143
	  	OFFICE FURNITURE	  				  	 	Burien	  
			
	 COMPUTERS
	  				  			
	 0299
	  	Firewall-NetScreen 5XP Elite	  				  	 	Kent	  


  
 - 30 -










							
	 0337
	  	LAPTOP, DELL LATITUDE	  	6J98421	  	Kent
			
	 FURNITURE & FIXTURES
	  		  	
	 0152
	  	OFFICE FURNITURE	  		  	Kent
	 0216
	  	WATERCOLOR PAINTING	  		  	Kent
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 130
	  	PHONE LINE	  		  	Kent
			
	 COMPUTERS
	  		  	
	 0169
	  	MONITOR / KEYBOARD / MOUSE	  	MY84657994	  	Puyallup
	 0300
	  	Firewall-NetScreet 5XP Elite	  		  	Puyallup
	 0335
	  	LAPTOP, DELL LATITUDE	  	DZ88421	  	Puyallup
			
	 FURNITURE & FIXTURES
	  		  	
	 0153
	  	OFFICE FURNITURE	  		  	Puyallup
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 0131
	  	PHONE/FAX LINE	  		  	Puyallup
	 0132
	  	PHONE LINE	  		  	Puyallup
			
	 COMPUTERS
	  		  	
	 0250
	  	Laptop HPXH545	  	TW14027103	  	Eaton
	 0251
	  	Fax Machine, HP LJ3200SE	  	CNDW135376	  	Eaton
			
	 COMPUTERS
	  		  	
	 0305
	  	FIREWALL, NETSCREEN 5XP ELITE	  		  	Federal Way
	 0358
	  	LAPTOP, DELL LATITUDE	  	G4QB421	  	Federal Way
			
	 FURNITURE & FIXTURES
	  		  	
	 0264
	  	Office Furniture-B 2ea Support Panel	  		  	Federal Way
	 0331
	  	OFFICE FURNITURE	  		  	Federal Way


  
 - 31 -









 EXHIBIT B-15 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/VALLEY 
  

									
	 Member’s Name
	  	 Date of Initial

Capital

Contribution,

Issue or

Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Valley	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-15 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Valley)	  	 	50	% 
	 Windermere Real Estate/Valley, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-15 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/Valley)	  	 	50	% 


  
 - 32 -









 SCHEDULE A TO EXHIBIT B-15 

WINDERMERE MORTGAGE SERVICES SERIES LLC/VALLEY 
 5.03% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Valley 
  


							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	 FURNITURE & FIXTURES
	  		  	
				
	 0384
	  	FURNITURE	  		  	Spokane Valley


  
 - 33 -









 EXHIBIT B-16 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WALL STREET 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
Wall Street	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-16 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Wall
Street)	  	 	50	% 
	 Windermere Real Estate/Wall Street, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-16 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/Wall
Street)	  	 	50	% 


  
 - 34 -









 SCHEDULE A TO EXHIBIT B-16 

WINDERMERE MORTGAGE SERVICES SERIES LLC/WALL STREET 
 8.02% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/Wall Street 

 

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	 COMPUTERS
	  		  	
	 0174
	  	PRINTER, HP LASERJET 6P XI	  	USCH017400	  	Wall Street
	 0279
	  	Firewall-NetScreen 5XP Elite	  		  	Wall Street
	 0352
	  	LAPTOP, DELL LATITUDE	  	HWV8421	  	Wall Street
	 0364
	  	LAPTOP, DELL LATITUDE	  	DBQB421	  	Wall Street
			
	 FURNITURE & FIXTURES
	  		  	
	 0088
	  	TACKBOARD 48"" X 60""	  		  	Wall Street
	 0089
	  	1 - CASEGOODS, 1 - MAHOGANY	  		  	Wall Street
	 0090
	  	DESK, GUEST CHAIRS (2)	  		  	Wall Street
	 0091
	  	EXECUTIVE CHAIRS (2)	  		  	Wall Street
	 0328
	  	HUTCH 36""W X 42""H	  		  	Wall Street
	 0370
	  	FILE PEDESTAL WITH LOCK	  		  	Wall Street
	 0372
	  	LATERAL FILE DRAWERS	  		  	Wall Street
			
	 LEASEHOLD IMPROVEMENTS
	  		  	
	 0085
	  	PHONE/FAX LINES	  		  	Wall Street
			
	 COMPUTERS
	  		  	
	 0304
	  	Firewall-NetScreen 5XP Elite	  		  	West Seattle
	 0359
	  	LAPTOP, DELL LATITUDE	  	29QB421	  	West Seattle
			
	 FURNITURE & FIXTURES
	  		  	
	 0196
	  	OFFICE FURNITURE	  		  	West Seattle
	 0198
	  	OFFICE FURNITURE	  		  	West Seattle
	 0204
	  	GUEST CHAIRS (3), ARTWORK (2)	  		  	West Seattle
	 0208
	  	FURNITURE SETUP	  		  	West Seattle


  
 - 35 -









 EXHIBIT B-17 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WEST SOUND 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/
West Sound	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-17 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/West
Sound)	  	 	50	% 
	 Windermere Real Estate/West Sound, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-17 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series LLC/West
Sound)	  	 	50	% 


  
 - 36 -









 SCHEDULE A TO EXHIBIT B-17 

WINDERMERE MORTGAGE SERVICES SERIES LLC/WEST SOUND 
 5.55% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/West Sound 

 

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	COMPUTERS	  		  	
	0172	  	PRINTER, HP LASERJET 6PXI	  	USCH017395	  	Silverdale
	0289	  	Firewall-NetScreen 5XP Elite	  		  	Silverdale
	0351	  	LAPTOP, DELL LATITUDE	  	DXT8421	  	Silverdale
	0353	  	LAPTOP, DELL LATITUDE	  	3FV8421	  	Silverdale
	0374	  	FIREWALL, NETSCREEN 5XP ELITE	  		  	Silverdale
			
	FURNITURE & FIXTURES	  		  	
	0020	  	FURNITURE CAP. CONTRIB.	  		  	Silverdale
	0202	  	OFFICE FURNITURE	  		  	Silverdale
	0205	  	OFFICE FURNITURE	  		  	Silverdale
	0376	  	FILE UNIT 20X70 INCLUDES 36"" LATERAL(2)	  		  	Silverdale
			
	LEASEHOLD IMPROVEMENTS	  		  	
	0019	  	LEASEHOLD IMPROVEMENTS	  		  	Silverdale


  
 - 37 -









 EXHIBIT B-18 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WRE 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	 Initial Capital Contribution
	  	Percentage
Interest in
Series/WRE	 
	 HomeStreet/WMS, Inc.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-18 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/WRE)	  	 	50	% 
	 Windermere Real Estate Co.
	  	May 1, 2005	  	50% of assets set forth on Schedule A to this Exhibit B-18 and the related liabilities (All set forth in the books and records of Windermere Mortgage Services Series
LLC/WRE)	  	 	50	% 


  
 - 38 -









 SCHEDULE A TO EXHIBIT B-18 

WINDERMERE MORTGAGE SERVICES SERIES LLC/WRE 
 5.57% of the following Current Assets owned by Windermere Mortgage Services, LLC, a Washington limited liability company, as of April 30, 2005 and all related liabilities: 

Cash Operating Accounts – determined as of April 30, 2005 upon closing of Conversion. 

Cash-Money Market – determined as of April 30, 2005 upon closing of Conversion. 

Loans Held For Sale – determined as of April 30, 2005 upon closing of Conversion. 

Receivables – determined as of April 30, 2005 upon closing of Conversion. 

Prepaid Medical – determined as of April 30, 2005 upon closing of Conversion. 

Facilities Agreement for Windermere Mortgage Services Series LLC/WRE 
  

							
	 Systems
	  	 Description
	  	 Serial No.
	  	 Location

	COMPUTERS	  		  	
	0286	  	Firewall-NetScreen 5XP Elite	  		  	Northgate
	0344	  	LAPTOP, DELL LATITUDE	  	FNC8421	  	Northgate
			
	FURNITURE & FIXTURES	  		  	
	0013	  	FURNITURE CAP. CONTRIB.	  		  	Northgate
	0320	  	File-Lateral 36”“W 4-Drawer Locking	  		  	Northgate
			
	LEASEHOLD IMPROVEMENTS	  		  	
	0019	  	LEASEHOLD IMPROVEMENTS	  		  	Northgate
			
	COMPUTERS	  		  	
	0302	  	Firewall-NetScreen 5XP Elite	  		  	Lake Forest Park
	0347	  	LAPTOP, DELL LATITUDE	  	HBC8421	  	Lake Forest Park
			
	FURNITURE & FIXTURES	  		  	
	0206	  	WORKSURFACE-2, OVERHEAD, FILES(3), CHAIR	  		  	Lake Forest Park


  
 - 39 -









 AMENDED EXHIBITS B-19 

THROUGH B-23 
 LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES


  
 - 40 -









 EXHIBIT B-19 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/AUBURN 
  

											
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Auburn	 
	 HomeStreet/WMS, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 
	 Windermere Real Estate/Auburn, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 


  
 - 41-









 EXHIBIT B-20 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTH WALL STREET 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
North Wall
Street	 
	 HomeStreet/WMS, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 
	 Windermere North Wall Street, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 


  
 - 42 -









 EXHIBIT B-21 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/PACIFIC WEST 
 PROPERTIES

  

											
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Pacific West
Properties	 
	 HomeStreet/WMS, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 
	 Windermere Pacific West Properties, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 


  
 - 43 -









 EXHIBIT B-22 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/PARAGON 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Paragon	 
	 HomeStreet/WMS, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 
	 Windermere Real Estate/Paragon Company, Inc.
	  	May 2, 2005	  	$	25,000.00	  	  	 	50	% 


  
 - 44 -









 EXHIBIT B-23 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WMS ONLINE 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
WMS Online	 
	 HomeStreet/WMS, Inc.
	  	May 2, 2005	  	$	100,000.00	  	  	 	100	% 


  
 - 45 -









 AMENDED EXHIBIT B-24 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-24 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/SKAGIT VALLEY 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Skagit Valley	 
	 HomeStreet/WMS, Inc.
	  	2/17/06	  	$	31,500	  	  	 	50	% 
	 JNJ LLC
	  	2/17/06	  	$	31,500	  	  	 	50	% 








 AMENDED EXHIBIT B-25 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-25 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/MANITO 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Manito	 
	 HomeStreet/WMS, Inc.
	  	2/27/06	  	$	25,000	  	  	 	50	% 
	 Manito Mortgage LLC
	  	2/27/06	  	$	25,000	  	  	 	50	% 








 AMENDED EXHIBIT B-26 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-26 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/SBA 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Manito	 
	 HomeStreet/WMS, Inc.
	  	4/1/06	  	$	25,000	  	  	 	50	% 
	 Windermere Real Estate/SBA, Inc.
	  	4/1/06	  	$	25,000	  	  	 	50	% 








 AMENDED EXHIBIT B-27 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-27 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/TACOMA PROFESSIONAL PARTNERS 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
Manito	 
	 HomeStreet/WMS, Inc.
	  	4/15/06	  	$	31,500	  	  	 	50	% 
	 Windermere Professional Partners
	  	4/15/06	  	$	31,500	  	  	 	50	% 








 AMENDED EXHIBIT B-30 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-30 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WEST CAMPUS 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/West
Campus	 
	 HomeStreet/WMS, Inc.
	  	4/2/07	  	$	25,000	  	  	 	50	% 
	 Windermere Mortgage Services/West Campus, Inc.
	  	4/2/07	  	$	25,000	  	  	 	50	% 








 AMENDED EXHIBIT B-31 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-31 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/MILL CREEK 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series/
West
Campus
	 
	 HomeStreet/WMS, Inc.
	  	7/1/07	  	$	25,000	  	  	 	50	% 
	 Windermere Mortgage Services/Mill Creek, Inc.
	  	7/1/07	  	$	25,000	  	  	 	50	% 








 AMENDED EXHIBIT B-32 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 







 EXHIBIT B-32 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/CENTRAL 
  

											
	 Member’s Name
	  	Date of Initial
Capital
Contribution,
Issue or
Transfer	  	Initial
Capital
Contribution	 	  	Percentage
Interest in
Series /
Central	 
	 HomeStreet/WMS, Inc.
	  	10/01/08	  	$	25,000.00	  	  	 	50	% 
	 Central LLC
	  	10/01/08	  	$	25,000.00	  	  	 	50	% 








 AMENDED EXHIBIT B-33 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 

  
 - 1 -









 EXHIBIT B-33 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/WALLA WALLA 
  

									
	 Member’s Name
	  	
Date of Initial
Capital
Contribution,
Issue or
Transfer
	  	Initial
Capital
Contribution	  	Percentage
Interest in
Series/
Walla Walla	 
	 HomeStreet/WMS, Inc.
	  	April 23, 2009	  	$25,000.00	  	 	50	% 
	 Simcock Enterprises, L.L.C.
	  	April 23, 2009	  	$25,000.00	  	 	50	% 


  
 - 2 -









 AMENDED EXHIBIT B-34 

LIST OF PROPERTY AND OTHER CAPITAL 
 CONTRIBUTED TO ADDITIONAL SERIES 

  
 - 1 -









 EXHIBIT B-34 
 WINDERMERE MORTGAGE SERVICES SERIES LLC/KITSAP 
  

									
	 Member’s Name
	  	 Date of Initial
Capital
Contribution,
Issue
or
Transfer
	  	Initial
Capital
Contribution	  	Percentage
Interest in
Series/
KITSAP	 
	 HomeStreet/WMS, Inc.
	  	07/01/2009	  	$25,000.00	  	 	50	% 
	 Windermere Kitsap LLC
	  	06/25/2009	  	$25,000.00	  	 	50	% 


  
 - 2 -









 AMENDED EXHIBIT C 

LIST OF LLC MANAGERS 
  

			
	IISB LLC MANAGERS	  	WG LLC MANAGERS
	Richard W.H. Bennion	  	Don Riley
	Susan Greenwald	  	Gregory R. Hoff
	Mark Mason	  	Joe Deasy
	David Hoosten	  	Brian Allen

 LIST OF
SERIES MANAGERS 
 This List of Series Managers is amended and restated as of January 20, 2011. 

 

					
	 WINDERMERE

MORTGAGE SERVICES
 SERIES
	  	 WG SERIES

MANAGER
	  	 IISB SERIES

MANAGER

	 Windermere Mortgage
 Services
Series LLC/American
 NW Realty
	  	Steve Skibbs	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Auburn
	  	Tom Tollen	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ AT
	  	Brian Allen	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ East
	  	Joe Deasy	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Everett
	  	Rhonda Snyder	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/GH
	  	Greg Hoff	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ HKW
	  	Renee Sayatovic	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Maple Valley
	  	Rich Menti	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ M2
	  	David Maider	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ North
	  	Lena Maul	  	M. Barton Harrington


  
 - 1 -










					
			
	 Windermere Mortgage
 Services
Series LLC/ North Wall Street
	  	John Becker	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Northeast
	  	Peter V.C. Hickey	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Northwest
	  	Steve Kieburtz	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Oak Tree
	  	Matt Carroll	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/ Pacific West Properties
	  	Pam McColly	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Paragon
	  	Ron Lunceford	  	M. Baiton Harrington
			
	Windermere Mortgage Services Series LLC/Renton	  	Jason Moore	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/South
	  	Rich Menti	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Valley
	  	Cate Moye’	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Wall Street
	  	Rich Gangnes	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/WRE
	  	OB Jacobi	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/WMS Online
	  	Rich Bennion	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Skagit Valley
	  	Nate Scott	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Manito
	  	Joseph K. Nichols, Sr.	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/SBA
	  	Will Bruce	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Tacoma Professional Partners
	  	Jeff Jensen	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/West Campus
	  	John Tidwell	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Mill Creek
	  	Vern Holden	  	M. Barton Harrington


  
 - 2 -










					
	 Windermere Mortgage
 Services
Series LLC/Central
	  	Michael J. Connolly	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Walla Walla
	  	Douglas R. Simcock	  	M. Barton Harrington
			
	 Windermere Mortgage
 Services
Series LLC/Kitsap
	  	Michael Pitts	  	M. Barton Harrington

 Revised: 01.20.11 

  
 - 3 -









 EXHIBIT D 
 SEPARATE SERIES AGREEMENT FOR EACH SERIES 

  
 -1-









 EXHIBIT E 
 AMENDMENT NO. 1 TO 
 CAPITAL MAINTENANCE REQUIREMENT FOR EACH SERIES

  

					
	 Series
	  	Capital
Maintenance
Requirement	 
	 Windermere Mortgage Services Series LLC/ American NW Realty
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ AT
	  	$	90,000	  
	 Windermere Mortgage Services Series LLC/ East
	  	$	90,000	  
	 Windermere Mortgage Services Series LLC/ Everett
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ GH
	  	$	70,000	  
	 Windermere Mortgage Services Series LLC/ HKW
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ Maple Valley
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ M2
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ North
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ Northeast
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ Northwest
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ Oak Tree
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Renton
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/South
	  	$	130,000	  


  
 E-1










					
	 Series
	  	Capital
Maintenance
Requirement	 
	 Windermere Mortgage Services Series LLC/Valley
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Wall Street
	  	$	70,000	  
	 Windermere Mortgage Services Series LLC/WRE
	  	$	70,000	  
	 Windermere Mortgage Services Series LLC/ Auburn
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ North Wall Street
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/ Pacific West Properties
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Paragon
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/WMS Online
	  	$	100,000	  
	 Windermere Mortgage Services Series LLC/Skagit Valley
	  	$	63,000	  
	 Windermere Mortgage Services Series LLC/Manito
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/SBA
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Tacoma Professional Partners
	  	$	63,000	  
	 Windermere Mortgage Services Series LLC/West Campus
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Mill Creek
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Central
	  	$	50,000	  
	 Windermere Mortgage Services Series LLC/Walla Walla
	  	$	50,000	  


  
 E-2










					
	 Series
	  	Capital
Maintenance
Requirement	 
	 Windermere Mortgage Services Series LLC/Kitsap
	  	$	50,000	  

 Revised: 07.01.09


  
 E-3









 EXHIBIT F-l 
 ENTITY LEVEL FUNCTIONS 
 Part 1. Administrative. 

(a) Legal services and support, including, but not limited to, (i) document review and preparation; (ii) advice
regarding legal and regulatory compliance; and (iii) litigation management, to include title claims and third party litigation, as well as regulatory complaints or investigations. 

(b) Human resources services and support, including, but not limited to, (i) consultation and advice regarding personnel
issues, (ii) benefits and compensation analysis, (iii) data entry for new employees and payroll tracking and (iv) benefits plan administration support. 

(c) Marketing services and support, including, but not limited to, (i) consultation regarding marketing best
practices and collateral materials and (ii) advice regarding website design and construction. 
 (d) Finance
and accounting services and support, including, but not limited to, (i) systems and data entry support for generation of routine financial statements and reports, (ii) accounts payable services, (iii) audit and tax preparation support and
(iv) payroll administration. 
 (e) Administrative support in connection with obtaining property, liability and
E&O insurance. 
 (f) Information systems services and support, including, but not limited to, (i) computer
and phone systems services and support, (ii) electronic data storage service, (iii) equipment acquisition and maintenance and (iv) information services helpdesk and network services. 

(g) Quality control services and support, including, but not limited to, (i) quality control audits of loans closed
by the Service Recipient, in accordance with regulatory requirements, (ii) quality control support regarding annual branch audits, (iii) HMDA and LAR report compilations, and (iv) production of reports in connection with the
foregoing. 
 (h) Overall management and strategic planning at entity level. 

(i) Overall operational support to individual series as needed. 

  
 -1-









 (j) Management of Warehouse line. 

(k) Management of Brokerage and Correspondent Relationships with third-party lenders. 

(l) Management of relationships with HUD and with secondary market agencies (FNMA, FHLMC). 

(m) Management of specialized lending programs such as state first time home buyer programs. 

(l) Management of entity and series level bank accounts; financial reporting at the entity level and to the series;
payment of receivables from series level accounts. 
 (m) Phone System Support. 

(n) Provide resources for research, analysis and implementation of new processes or system initiatives. 

(o) Budgeting at entity level and assistance with series level budgeting. 

(p) Assistance with audits. 
 (q) Process payroll and maintenance of payroll changes. 
 Part 2. Mortgage Loan Origination
Services. 
 (a) Underwriting services outside the DU process, including appraisal review. 

(b) Secondary marketing operations services, loan file review and shipping services, including, but not limited to,
(i) imaging of closed loan files, (ii) preparation of documentation to satisfy insurance requirements of the Federal Housing Administration and the Department of Veterans;’ Affairs, (iii) MERS assignments and (iv) receipt
and custody of original notes. 
 (c) Interest rate risk management consultation and support, and mark to market
reporting. 
 (d) Systems and administrative support for loan origination functions, including, but not limited
to, consultation, support and training for, and maintenance of, production and point-of-sale software, databases and systems. 

  
 -2-









 (e) The following “back office” loan processing functions:

 (i) “Ordering out” of flood determinations, appraisal, title and escrow”. 

(ii) Coordination of escrow and closing process. 
 (iii) preparation of closing documents and regulatory disclosures. 
 (iv) Funding
of loan. 
 (v) MERS Assignments. 
 (vi) sale and shipping of closed loans. 
 (vii) Advocacy with third party lenders
on loans to be brokered or sold. 

  
 -3-









 EXHIBIT F-2 
 SERIES LEVEL FUNCTIONS 
 Part 1. Administrative. 

(a) Development of a business plan and marketing plan, to be updated as needed but on at least an annual basis. Marketing
plan to include identifying (and pursuing) potential sources of business through existing personal and community contacts and referral sources, including realtors, builders, buyers, sellers and the general community, and expanding existing customer
relationships. 
 (b) Coordinate advertising. 

(c) Marketing research as needed in connection with items (a) and (b) above. 

(d) Interactions with real estate office in which series office is located. 

(e) Review and monitoring of series level performance and Mortgage Consultant/Branch Manager performance in comparison to
business plan and revenue and expense projections. 
 (f) Series level personnel issues, to include evaluation of
Mortgage Consultant/Branch Manager and hiring of new series level personnel as needed. Monitoring of salary and benefits to assure consistency with market and employee retention. 

(g) Employee training as needed. 
 (h) Provide input to entity level managers with respect to lending products, processes, pricing and marketing strategies, and possible areas of improvement. 

Part 2. Mortgage Loan Origination Services. 
 (a) Analyze customers’ financial needs and overall financial status. Recommend loan products and other services that are in the best interest of the customer given the customer's financial status,
goals, needs, etc. 
 (b) Manage the loan application process, including conducting application interviews,
assisting customers in completing loan applications, accumulating information to be verified, identifying additional information to be provided or obtained, and providing all disclosures and forms to customers as required by company policy.


  
 -1-









 Take complete application in accordance with the Windermere Mortgage Services
(“WMS”) loan file workflow. 
 (c) Complete preliminary analysis of loan using WMS and investor
underwriting guidelines. 
 (d) Input and upload application on POS (point of sale) system within WMS guidelines.

 (e) Input loan file in DU (Desktop Underwriter) or other designated underwriting systems utilized by WMS,
within WMS guidelines. 
 (f) Negotiate fees, discounts, rates and rate locks, and other terms and conditions on
loans within WMS guidelines. Monitor rate locks and extend as necessary. 
 (g) Advocate customer interests
throughout the transaction as needed. Remain the primary point of contact with the customer throughout the loan process. Obtain or assist in obtaining from the customer any needed post-closing documentation. 

(h) Direct the WMS entity level processor assigned to each loan and perform a weekly file review with the processor of all
loans in process, reviewing missing items still needed. 
 (i) Remain in contact with the customer after
completion of transaction to review additional and future financial needs. 
 (j) Regulatory compliance in
connection with series level functions. 

  
 -2-









 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 MANAGER SIGNATURE PAGE

  

			
	HSB LLC MANAGER
		
	By:	 	 /s/ Richard W.H. Bennion

		 	    Richard W.H. Bennion
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Joan Enticknap

		 	    Joan Enticknap
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Bruce W. Williams

		 	    Bruce W. Williams
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Debra L. Johnson

		 	    Debra L. Johnson
		
	 Title:
	 	  HSB LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ William A McMahan

		 	    William A McMahan
		
	 Title:
	 	  WG LLC, Manager



  

- 1 - 









			
	WG LLC MANAGER
		
	 By:
	 	 /s/ Rick A. Menti

		 	    Rick A. Menti
		
	 Title:
	 	  WG LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ Don Riley

		 	    Don Riley
		
	 Title:
	 	  WG LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ Gregory R. Hoff

		 	    Gregory R. Hoff
		
	 Title:
	 	  WG LLC, Manager



  

- 2 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/AMERICAN NW REALTY 

 

					
	AMERICAN NORTHWEST REALTY, INC.
		
	By:	 	 /s/ Stephen A. Skibbs

		 	Title:	 	 Owner / President

	
	 HOMESTREET/WMS, INC., a Washington corporation

		
	By:	 	 /s/ Richard W.H. Bennion

		 	 Title:
	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/AT 
  

					
	WINDERMERE CRONIN & CAPLAN REALTY GROUP, INC.
		
	By:	 	 /s/ Joan Tate Allen

		 	Title:	 	 Vice President

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	 Title:
	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/EAST 

 

					
	WINDERMERE REAL ESTATE/EAST, INC.
		
	By:	 	 /s/ Joe Deasy

		 	Title:	 	 VP-Treasurer

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/EVERETT 
  

					
	WINDERMERE REAL ESTATE/EVERETT, INC.
		
	By:	 	 /s/ Von Holden

		 	Title:	 	 PRESIDENT

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/GH 

 

					
	WINDERMERE REAL ESTATE/G.H. LLC
		
	By:	 	 /s/ Greg Hoff

		 	Title:	 	 Manager

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/HKW 
  

					
	WINDERMERE REAL ESTATE/HKW, INC.
		
	By:	 	 /s/ Renee Sayatovic

		 	Title:	 	 PRESIDENT

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/MAPLE VALLEY 

 

					
	WINDERMERE REAL ESTATE/MAPLE VALLEY, INC.
		
	By:	 	 /s/ Rich Menti

		 	Title:	 	 SEC/TREAS

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/MH 
  

					
	WINDERMERE REAL ESTATE/M.H., INC.
		
	By:	 	 /s/ Will McMahon

		 	Title:	 	 President

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTH 

 

					
	WINDERMERE REAL ESTATE/NORTH, INC.
		
	By:	 	 /s/ Richard W. Wood

		 	Title:	 	 Pres.

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHEAST 
  

					
	JHW ASSOCIATES, INC.
		
	By:	 	 /s/ Darrell Whittaker

		 	Title:	 	 VP

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHWEST 

 

					
	WINDERMERE REAL ESTATE/NORTHWEST, INC.
		
	By:	 	 /s/ Kari L. Hedman

	 	 	Title:	 	 VP

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/OAK TREE 
  

					
	WINDERMERE REAL ESTATE/OAK TREE, INC.
		
	By:	 	 /s/ Philip V. Leng

		 	Title:	 	 President

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/RENTON 

 

					
	WINDERMERE REAL ESTATE/RENTON, INC.
		
	By:	 	 /s/ Tom Huxtable

		 	Title:	 	 PRESIDENT

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/SOUTH 
  

					
	WINDERMERE REAL ESTATE/SOUTH, INC.
		
	By:	 	 /s/ Rich Menti

		 	Title:	 	 PRESIDENT

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/VALLEY 

 

					
	WINDERMERE REAL ESTATE/VALLEY, INC.
		
	By:	 	 /s/ Catherine C. Maye

		 	Title:	 	 President

	
	HOMESTREET/WMS, INC, a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/WALL STREET 
  

					
	WDNDERMERE REAL ESTATE/WALL STREET, INC.
		
	By:	 	 /s/ Rich Gangnes

		 	Title:	 	 President

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC/WEST SOUND 

 

					
	WINDERMERE REAL ESTATE/WEST SOUND, INC.
		
	By:	 	 /s/ Jessica Kennedy

		 	Title:	 	 Vice President

	
	 HOMESTREET/WMS, INC., a Washington corporation

		
	 By:
	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman



 WINDERMERE MORTGAGE SERVICES SERIES LLC/WRE 
  

					
	WINDERMERE REAL ESTATE CO.
		
	By:	 	 /s/ John Jacobi

		 	Title:	 	 Owner

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

			
		 	Title:	 	 Vice Chairman










 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTHEAST 

 

					
	PVCH Financial Systems LLC
		
	By:	 	 /s/ Peter V.C. Hickey 1/15/09

		 	Title:	 	 PRESIDENT

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 Richard W.H. Bennion

		 	Title:	 	 Vice Chairman




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/OAK TREE 

 

					
	WMJC, Inc.
		
	By:	 	 /s/ Matthew J. Carroll 2-1-0?

		 	Title:	 	 President

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Chairman




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/WEST SOUND 

 

					
	 DEMCO KIEBURTZ, INC.

dba Windermere Real Estate/Kitsap, Inc.

		
	By:	 	 /s/ John Demco

		 	Title:	 	 Member

		 	Date:	 	 May 6, 2009

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman

		 	Date:	 	 5/11/09




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/NORTH WALL STREET 

 

					
	BECKER MORTGAGE, LLC
		
	By:	 	 /s/ John Becker

		 	Title:	 	 MGR

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/WALLA WALLA 

 

					
	SIMCOCK ENTERPRISES, L.L.C.
		
	By:	 	 /s/ Douglas Simco

		 	Title:	 	 member

		 	Date:	 	 4/21/09

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman

		 	Date:	 	 4/9/09




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 MANAGER SIGNATURE PAGE

  

			
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Richard W.H. Bennion

		 	    Richard W.H. Bennion
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Joan Enticknap

		 	    Joan Enticknap
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Bruce W. Williams

		 	    Bruce W. Williams
		
	 Title:
	 	  HSB LLC, Manager

	
	HSB LLC MANAGER
		
	 By:
	 	 /s/ Debra L. Johnson

		 	    Debra L. Johnson
		
	 Title:
	 	  HSB LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ Don Riley

		 	    Don Riley
		
	 Title:
	 	  WG LLC, Manager



  

- 1 - 









			
	WG LLC MANAGER
		
	 By:
	 	 /s/ Gregory R. Hoff

		 	    Gregory R. Hoff
		
	 Title:
	 	  WG LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ Joe Deasy

		 	    Joe Deasy
		
	 Title:
	 	  WG LLC, Manager

	
	WG LLC MANAGER
		
	 By:
	 	 /s/ Brian Allen

		 	    Brian Allen
		
	 Title:
	 	  WG LLC, Manager



  

- 2 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/KITSAP 

 

					
	WINDERMERE KITSAP LLC
		
	By:	 	 /s/ Mike Pitts

		 	Title:	 	 President

		 	Date:	 	 6/30/09

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Title:	 	 Vice Chairman

		 	Date:	 	 6/29/09




  

- 1 - 








 WINDERMERE MORTGAGE SERVICES SERIES LLC 

AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT 
 SIGNATURE PAGE

 WINDERMERE MORTGAGE SERVICES SERIES LLC/SKAGIT VALLEY 

 

					
	SKAGIT MORTGAGE SERVICES LLC
		
	By:	 	 /s/ Nathaniel Scott

		 	Title:	 	 KP

		 	Date:	 	 4/1/2010

	
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ William W.H. Bennion

		 	Title:	 	 Vice Chairman

		 	Date:	 	 6/1/10




  

- 1 - 








 FORM OF 
 SEPARATE SERIES AGREEMENT 
 SERIES
[                    ] 

THIS SEPARATE SERIES AGREEMENT, dated as of May 1, 2005 (this “Separate Series Agreement”), is entered into by and between
certain members of WINDERMERE MORTGAGE SERVICE SERIES LLC, a Delaware limited liability company (the “Company”) associated with the Series identified herein, as such Members are set forth on a separate Exhibit A to the Limited Liability
Company Agreement of the Company, as well as the managers of the Series identified herein. Capitalized terms used herein and not otherwise defined are used as defined in the Limited Liability Company Agreement of the Company, dated and effective as
of May 1, 2005 (as amended from time to time, the “LLC Operating Agreement”). 
 RECITALS

 WHEREAS, the parties hereto associated with Series
[                    ] and the Members associated with other Series of the Company have heretofore formed a limited liability company pursuant to
Section 18-215 of the Delaware Limited Liability Company Act (the “Act”) by filing a Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware and by entering into the LLC Operating
Agreement; and 
 WHEREAS, it is intended by the parties hereto to create a separate Series
[                    ] in accordance with Section 18-215 of the Act; and 

WHEREAS, it is intended by the parties hereto that except as otherwise provided for in the LLC Operating Agreement or agreed to by the
members of this Series, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to this
[                    ] be enforceable only against the assets of this Series
[                    ], and not against the assets of the Company generally or any other Series; and 

AGREEMENT 

NOW THEREFORE, in consideration of the mutual promises and obligations contained herein, the parties, intending to be legally bound,
hereby agree as follows: 
 1. New Series. In accordance with Section 2 of the LLC Operating Agreement, the Members
and the Managers listed as Members of Series [                    ] Exhibits A and C to the LLC Operating Agreement hereby agree that Series
[                    ] is hereby created, which shall be a “Series” for purposes of the LLC Agreement. 

2. Name of New Series. The name of the Series created by this Separate Series Agreement shall be Windermere Mortgage Services
Series LLC/[                    ]. The Series shall also adopt the d/b/a Windermere Mortgage Services
/[                    ]. 

3. Agreement to be Bound. Each of the Members listed on Exhibit A to the LLC as Agreement Members of Series
[                    ] and who execute this Separate 

  
 Page 1 of 4









 
Series Agreement in their capacities as members of the Company associated with the Series
[                    ], agree to be bound by the terms and provisions of the LLC Agreement and this Separate Series Agreement. 

4. Managers. The initial Managers of this Series (“Series Managers”) shall be
[                    ], who is the “HSB Series Manager” for this Series, and
[                    ], who is the “WG Series Manager” for this Series, as the terms “HSB Series Manager” and “WG Series
Manager” are defined in the LLC Operating Agreement. A Member that designated or appointed a Manager pursuant to the LLC Agreement may remove such Manager as a manager of the Series at any time, with or without cause and for any reason or for
no reason, by giving a notice of removal to such Manager and to the other Members of the Series in accordance with the provisions of the LLC Operating Agreement. If a Manager is removed, dies or resigns, the replacement Managers shall be designated
by the Members that designated or appointed the Manager, in accordance with the procedures set forth in the LLC Operating Agreement. Additional Managers may be designated by unanimous agreement of all the Members of this Separate Series. 

5. Management. Subject to the limitations expressly set forth in this Separate Agreement and the LLC Operating Agreement, the
Series Managers acting unanimously will have the power to manage the business and affairs of the Series, to make all decisions with respect to the business and affairs of the Series and to perform any and all other acts that are customary or
incidental to the management of the business and affairs of the Series. 
 6. Meetings of Managers. The Managers will
meet in person or by telephone conference call at least once during each calendar quarter of each fiscal year. The quarterly meetings of the Managers will be held at such times as all of the Managers agree, for the purpose of transacting such
business as may come before the meeting. The Managers may, but are not required to, hold other formal meetings. 
 7.
Business Plan. The Managers, by unanimous agreement, shall adopt a written business plan for the Series and update the business plan as needed, but in no event less frequently than annually. 

8. Officers. The officers of the Series shall be appointed by the Series Managers. The Series Managers hereby appoint the
following individuals to serve as the initial officers of the Company in the capacities designated below: 
  

			
	 President:
	  	[                    ]
		
	 Executive Vice-President/ Production Manager:
	  	[                    ]
		
	 Executive Vice-President/ Operations Manager:
	  	[                    ]
		
	 Vice President/Branch Manager:
	  	[                    ]


  
 Page 2 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

													
	SERIES MEMBERS:	 		 	HOMESTREET/WMS, INC., a Washington corporation
						
		 		 		 		 	 By:
	 	  

		 		 		 		 		 	Its:	  	  

					
		 	
[                        
                    ]
	 	 	 		 	
		 		 		 		 	 By:
	 	  

		 		 		 		 		 	 Its:
	  	  



  
 Page 3 of 4










			
	 SERIES MANAGERS:
	  	  

		  	[                    ], as the “HSB Series Manager”
		
		  	  

		  	[                    ], as the “WG Series
Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

					
	SERIES MEMBERS:	 		  	 HOMESTREET/WMS, INC., a Washington
 corporation


  

					
	 By:
	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Vice Chairman

	
	 AMERICAN NORTHWEST REALTY, INC.

 

	 By:
	 	 /s/ Stephen A. Skibbs

		 	 Its:
	 	 President/Owner




  
 Page 3 of 4










			
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Steve Skibbs

		  	Steve Skibbs, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

					
	SERIES MEMBERS:	 		  	 HOMESTREET/WMS, INC., a Washington
 corporation


  

					
	By:	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Vice Chairman

	
	 WINDERMERE CRONIN & CAPLAN REALTY

GROUP, INC.

		
	By:	 	 /s/ Joan Tate Allen

		 	Its:	 	  




  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		  	 /s/ Joan Allen

		  	Joan Allen, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

					
	 SERIES MEMBERS:
	 		 	 HOMESTREET/WMS, INC., a Washington
 corporation


  

					
	By:	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Vice Chairman




 

					
	 WINDERMERE REAL ESTATE/AUBURN, INC.

		
	 By:
	 	 /s/ Tom Tollen

		 	 Its:
	 	 President




  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Tom Tollen

		  	Tom Tollen, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage, in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

					
	SERIES MEMBERS:	 		  	 HOMESTREET/WMS, INC., a Washington
 corporation


  

					
	 By:
	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Member

	
	 CENTRAL LLC

		
	 By:
	 	 /s/ Michael J. Connolly

		 	 Its:
	 	 PRESIDENT




  
 Page 3 of 4










			
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Michael J. Connolly

		  	Michael J. Connolly, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

SERIES MEMBERS: 

					
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Vice Chairman




 

					
	 WINDERMERE REAL ESTATE/EAST, INC.

		
	By:	 	 /s/ Joe Deasy

		 	Its:	 	 VP–Treasurer




  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		  	 /s/ Joe Deasy

		  	Joe Deasy, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
 SERIES MEMBERS: 

					
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W. H. Bennion

		 	Its:	 	 Vice Chairman




 

					
	WINDERMERE REAL ESTATE/ EVERETT, INC.
		
	By:	 	 /s/ Vern Holden

		 	Its:	 	 President




  
 Page 3 of 4










			
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Vern Holden

		  	Vern Holden, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

SERIES MEMBERS: 

					
	HOMESTREET/WMS, INC., a Washington corporation
		
	By:	 	 /s/ Richard W.H. Bennion

		 	Its:	 	 Vice Chairman




 

					
	 WINDERMERE REAL ESTATE/GH LLC

		
	By:	 	 /s/ Greg Hoff

		 	Its:	 	 Manager




  
 Page 3 of 4










			
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Greg Hoff

		  	Greg Hoff, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

					
	SERIES MEMBERS:	 		 	 HOMESTREET/WMS, INC., a Washington
 corporation


  

					
	 By:
	 	 /s/ Richard W.H. Bennion

		 	Its:	 	 Vice Chairman

	
	WINDERMERE REAL ESTATE/HKW, INC.
		
	 By:
	 	 /s/ Renee Sayatovic

		 	 Its:
	 	 President




  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		  	 /s/ Renee Sayatovic

		  	Renee Sayatovic, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	WINDERMERE KITSAP LLC
			
		 	By:	 	 Michael Pitts

		 		 	Its:	 	 President



  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Michael Pitts

		  	Michael Pitts, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	WINDERMERE REAL ESTATE/M.H., INC.
			
		 	By:	 	 /s/ Will McMahon

		 		 	Its:	 	 President



  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Will McMahon

		  	Will McMahan, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	 MANITO MORTGAGE LCC.

			
		 	By:	 	 Joseph K. Nichols, Sr.

		 		 	Its:	 	 Manager



  
 Page 3 of 4










			
	SERIES MANAGERS:	  	 /s/ M. Barton Harrington

		  	M. Barton Harrington, as the “HSB Series Manager”
		
		  	 /s/ Joseph K. Nicholas

		  	Joseph K. Nicholas, Sr., as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	Its:	 	 Vice Chairman

			
		 		 	WINDERMERE REAL ESTATE/MAPLE VALLEY, INC.
			
		 	By:	 	 /s/ Rich Menti

		 		 	Its:	 	 Sec/Treas



  
 Page 3 of 4










			
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ Rich Menti

		 	Rich Menti, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

									
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

				
		 		 	 Its:
	 	 Vice Chairman

		
		 	WINDERMERE REAL ESTATE/MILL CREEK, INC.
			
		 	By:	 	 Vern Holden

		 		 	Its:	 	 PRESIDENT



  
 Page 3 of 4










			
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ Vern Holden

		 	Vern Holden, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	 Its:
	 	 Vice Chairman

		
		 	 WINDERMERE REAL ESTATE/NORTH, INC.

			
		 	 By:
	 	 /s/ Richard W. Wood

		 		 	 Its:
	 	 Pres.



  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ Dick Wood

		 	Dick Wood, as the “WG Series Manager”


  
 Page 4 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ John W. Becker

		 	John W. Becker, as the “WG Series Manager”


  
 Page 4 of 4









 I, John W. Becker, as the WG Series Manager for Windermere Mortgage Services Series LLC/North Wall Street,
have read and agree to be bound by the Separate Series Agreement dated May 1, 2005, a copy of which is attached to this Agreement. 
  

	
	 /s/ John W. Becker

	 John W. Becker, as the “WG Series Manager”

	  
 4.1.09

	 Date










 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	 By:
	 	  

		 		 	 Its:
	 	  

		
		 	 WINDERMERE NORTH WALL STREET, INC.

			
		 	By:	 	 /s/ John W. Becker        Marianne
Becker

		 		 	 Its:
	 	 President—SEC



  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ John W. Becker        Marianne
Becker

		 	John Becker, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	JMW AND ASSOCIATES, INC.
			
		 	By:	 	 /s/ Darrell Whittaker

		 		 	Its:	 	 VP



  
 Page 3 of 4










					
	 SERIES MANAGERS:
	 		 	 /s/ M. Barton Harrington

		 		 	M. Barton Harrington, as the “HSB Series Manager”
			
		 		 	 /s/ Darrell Whittaker

		 		 	Darrell Whittaker, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

									
	SERIES MEMBERS:	 		 	HOMESTREET/WMS, INC., a Washington corporation
				
		 		 	By:	 	/s/ Richard W.H. Bennion
		 		 		 	Its:	 	Vice Chairmen
			
		 		 	WINDERMERE REAL ESTATE/NORTHWEST, INC.
				
		 		 	By:	 	/s/ Kari L. Hedman
		 		 		 	Its:	 	VP


  
 Page 3 of 4










			
		
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Kari L. Hedman For
 Steve Kieburtz, as the “WG Series Manager”



  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	 WINDERMERE REAL ESTATE/OAK TREE,
 INC.

			
		 	By:	 	 /s/ Philip V. Leng

		 		 	Its:	 	 President



  
 Page 3 of 4










			
		
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Phil Leng
 Phil Leng, as the “WG Series Manager”



  
 Page 4 of 4









 I, Matt Carroll, as the WG Series Manager for Windermere Mortgage Services Series LLC/Oak Tree, have read
and agree to be bound by the Separate Series Agreement dated May 1, 2005, a copy of which is attached to this Agreement. 
  

	
	 /s/ Matt Carroll

	Matt Carroll, the “WG Series Manager”
	
	 2.1.09

	Date









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	WINDERMERE PACIFIC WEST PROPERTIES, INC.
			
		 	By:	 	 /s/ Vern Holden

		 		 	Its:	 	 MANAGER



  
 Page 3 of 4










			
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		 	  
 /s/ Vern
Holden

		 	Vern Holden, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	WINDERMERE REAL ESTATE/PARAGON COMPANY, INC.
			
		 	By:	 	 /s/ Wally Starkey

		 		 	Its:	 	 Vice President



  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ Wally Starkey

		 	Wally Starkey, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	 SERIES MEMBERS:
	 	HOMESTREET/WMS, INC., a Washington corporation
			
		 	By:	 	 /s/ Richard W. H. Bennion

		 		 	 Its:
	 	 Vice Chairman

		
		 	 WINDERMERE REAL ESTATE/RENTON, INC.

			
		 	 By:
	 	 /s/ Tom Huxtable

		 		 	 Its:
	 	 President



  
 Page 3 of 4









 SERIES MANAGERS: 

			
	 /s/ M. Barton Harrington

	M. Barton Harrington, as the “HSB Series Manager”
	
	 /s/ Tom Huxtable

	Tom Huxtable, as the “WG Series Manager”



  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	its:	 	 Vice Chairman

			
	-	 		 	WINDERMERE REAL ESTATE/SBA, INC.
			
		 	By:	 	 /s/ Will Bruce

		 		 	Its:	 	 Pres.



  
 Page 3 of 4










			
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Will Bruce

		 	Will Bruce, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	  

		
		 	JNJ LLC
			
		 	By:	 	 /s/ James Scott

		 		 	Its:	 	  

		 		 		 	 /s/ Nate Scott



  
 Page 3 of 4










			
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Nate Scott

		 	Nate Scott, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	SERIES MEMBERS:	 	HOMESTREET/WMS, INC., a Washington

corporation

			
	 	 	By:	 	/s/ Richard W.H. Bennion
	 	 	 	 	Its:	 	Vice Chairman
		
		 	SKAGIT MORTGAGE SERVICES LLC
			
	 	 	By:	 	/s/ Nate Scott
	 	 	 	 	Its:	 	VP


  
 Page 4 of 4









 I, Nate Scott, as the WG Series Manager for Windermere Mortgage Services Series LLC/Skagit Valley, have read
and agree to be bound by the Separate Series Agreement dated May 1, 2005, a copy of which is attached to this Agreement. 
  

			
	
	 /s/ Nate Scott

	Nate Scott, as the “WG Series Manager”
	
	 4/1/2010

	Date










			
	 Vice President/Branch Manager:
	  	Teresa Stull
		
	 Vice President/Branch Manager:
	  	Cliff Taylor

 9. Business. The
separate business of this Series shall be to own, operate, maintain and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of
residential mortgage brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted. 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	SERIES MEMBERS:	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
	 	 	By:	 	/s/ Richard W. H. Bennion
	 	 	 	 	Its:	  	Vice Chairman
		
		 	WINDERMERE RAL ESTATE/SOUTH, INC.
			
	 	 	By:	 	/s/ Rich Menti
	 	 	 	 	Its:	  	PRESIDENT


  
 Page 3 of 4










			
	SERIES MANAGERS:	  	/s/ M. Barton Harrington
		  	  
 M. Barton Harrington, as the
“HSB Series
 Manager”

		
		  	 /s/ Rich Monti For
 Michael Ratcliffe, as the “WG Series Manager”



  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	/s/ Richard W. H. Bennion
		 		 	Its:	 	Vice Chairman
		
		 	WINDERMERE PROFESSIONAL PARTNERS
			
		 	By:	 	/s/ Jeff Jensen
		 		 	Its:	 	 


  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Jeff Jensen

		 	Jeff Jensen, as the “WG Series Manager”


  
 Page 4 of 4









 Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage
brokerage services and to engage in all related business as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 

10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no
way intended to describe, interpret, define or limit the scope, extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement
shall be construed in all respects as if such invalid or unenforceable provision was omitted 
 12. Integration. This
Separate Series Agreement and the LLC Operating Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 

13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all
parties had signed the same document. All counterparts shall be construed together and shall constitute one instrument. 
 14.
Governing Law. This Separate Series Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws. 
 IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the
date first-above stated. 
  

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington

corporation

			
		 	 By:
	 	 /s/ Richard W. H. Bennion

		 		 	 Its:
	 	    Vice Chairman
		
		 	 WINDERMERE REAL ESTATE/VALLEY, INC.

			
		 	 By:
	 	 /s/ Catherine C. Moye

		 		 	 Its:
	 	    President


  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington
 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Cate Moye
 Cate Moye’, as the “WG Series Manager”



  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage-brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington

corporation

			
		 	 By:
	 	/s/ Richard W.H. Bennion
		 		 	 Its:
	 	    Vice Chairman
		
		 	 WINDERMERE REAL ESTATE/WALL STREET,

INC.

			
		 	 By:
	 	/s/ Rich Gangnes
		 		 	 Its:
	 	    PRESIDENT


  
 Page 3 of 4










					
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington
 M. Barton Harrington, as the “HSB Series
 Manager”
	  	
		  	  
 /s/ Rich Gangnes

Rich Gangnes, as the “WG Series Manager”
	  	


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington

corporation

			
		 	 By:
	 	/s/ Richard W.H. Bennion
		 		 	 Its:
	 	    Vice Chairman
		
		 	SIMCOCK ENTERPRISES, L.L.C.
			
		 	 By:
	 	/s/ Doug Simcock
		 		 	 Its:
	 	    President


  
 Page 3 of 4










					
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington
 M. Barton Harrington, as the “HSB Series
 Manager”
	  	
		  	  
 /s/ Douglas R.
Simcock
 Douglas R. Simcock, as the “WG Series Manager”
	  	


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington

corporation

			
		 	 By:
	 	/s/ Richard W.H. Bennion
		 		 	 Its:
	 	    Vice Chairman
		
		 	 WINDERMERE REAL ESTATE, WEST
 CAMPUS, INC.

			
		 	 By:
	 	/s/ John Tidwell
		 		 	 Its:
	 	    President


  
 Page 3 of 4










					
	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington
 M. Barton Harrington, as the “HSB Series
 Manager”
	  	
		  	  
 /s/ John Tidwell

John Tidwell, as the “WG-Series Manager”
	  	


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts. This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman

		
		 	HOMESTREET/WMS, INC.
			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman



  
 Page 3 of 4










			
	 SERIES MANAGERS:
	 	 /s/ M. Barton Harrington

		 	 M. Barton Harrington, as the “HSB Series
 Manager”

		
		 	 /s/ Rich Bennion

		 	Rich Bennion, as the “WG Series Manager”


  
 Page 4 of 4









 9. Business. The separate business of this Series shall be to own, operate, maintain
and dispose of, all in accordance with the LLC Operating Agreement, the assets listed on Schedule A hereto, to engage in residential mortgage lending and the provision of residential mortgage brokerage services and to engage in all related business
as necessary, incidental or convenient to carry on the business of the Series, or as may be mutually agreed upon by the Members associated with this Series. 
 10. Headings. The headings in this Separate Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope,
extent, or intent of this Separate Series Agreement or any provision hereof. 
 11. Severability. The invalidity or
unenforceability of any particular provision of this Separate Series Agreement shall not affect the other provisions hereof, and this Separate Series Agreement shall be construed in all respects as if such invalid or unenforceable provision was
omitted. 
 12. Integration. This Separate Series Agreement and the LLC Operating Agreement constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. 
 13. Counterparts, This Separate Series Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be
construed together and shall constitute one instrument. 
 14. Governing Law. This Separate Series Agreement and the
rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 

IN WITNESS WHEREOF, the parties hereto have executed this Separate Series Agreement as of the date first-above stated. 

 

							
	 SERIES MEMBERS:
	 	HOMESTREET/WMS, INC., a Washington
corporation
			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice chairman

		
		 	WINDEREMERE REAL ESTATE CO.
			
		 	By:	 	 /s/ Ob Jacobi

		 		 	Its:	 	 Owner



  
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	 SERIES MANAGERS:
	  	 /s/ M. Barton Harrington
 M. Barton Harrington as the “HSB Series
 Manager”
	  	
		  	  
 /s/ Ob Jacobi

Ob Jacobi, as the “WG Series Manager”
	  	


  
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 SEPARATE SERIES AGREEMENT 

SERIES M2 

SIGNATURE PAGE 
 WINDERMERE
MORTGAGE SERVICES SERIES LLC/M2 
 (Formerly Windermere Mortgage Services Series LLC/M.H. – Amended 1/1/07) 

 

							
	SERIES MEMBERS:	 	 HOMESTREET/WMS, INC., a Washington
 corporation

			
		 	By:	 	 /s/ Richard W.H. Bennion

		 		 	Its:	 	 Vice Chairman

		 		 		 	
		
		 	WINDERMERE REAL ESTATE/M2, INC.
		 		 		 	
		 	By:	 	 [Illegible Signature]

		 		 	Its:	 	  

		
	SERIES MANAGERS:	 	 /s/ M. Barton Harrington

		 	M. Barton Harrington, as the “HSB Series Manager”
		
		 	 /s/ David Maider

		 	David Maider, as the “WG Series Manager”