STATE OF DELAWARE

SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03: 01 PM 12/30/1998
981509524 - 2990193
aKTU'lCATB 01' INCORPORATION
OF
MORTGAGE ELECTllONIC DGlSTltA'IlON SYSTEMS, INC.
Adopeed ill 8CCGI'd.lulc:II wiIh tile pnmsioDf
t6 Sectioa 101 oro.
Delaware GeI:IenIl Carporatioa LaW'
The Wldersiped. a natJ:aal per$Oi. for the pmpGH of orplIivna a corporIIion for
cODductina the busiftess w:t prvmotiD& the purpose!> b::reinafter stated, Wlder th8
provi:siOld and subject 10 the of the laws of the Stale of Dslaware
(paniculady Chapter 1. Title 8 of tbe: l):laware Code Qd the aecs amlS1uiatory theteof _
supplemcutal thereto. iUld known. ideDf.tfied and referred to as tbc Delaware Oeneral
Corporation Law. the "DGCL ").Ilaeby tbat: .
FIRST; Tbc Dame of tho wtpOrllioo (tbc "Cgrporation ") is Mottpgc E1ecuoJlic
R.esistratioa. SyaDI!lmS. Inc. .
SECOND: 1'bII addren of _ registered office of tbe Corporatioa in tile State or
DeI.WIU"C illOlJ Ccu1re Kad, la tbe citY COUDt1 of New Castle. Delaware 19801. "('be ume of
tbe reaPtered azeat at IIlcb registered ofIke is Tbe Preotlce-Bal COrpOratioa SY.d. lite.
THIRD: The pu:poM for wblch the Corpotltion is organized is limited $Olel)' to
(A) actins as tnOItppe of R!Cord cn1 behalf' of originators. owners, trustees, investOlS.
serviccn. ,ubservit;C;rS and other iI1temted parties in cormection with the oripftltion,
putebaset Mlc.. pledCe. rehypothecanon. fiDaDcin3 and/or securitizarioo of. Of similar
t.rarssactiOM w'folving mortgage loans and similar intemts m real estate; and (B)
tran.ar,;tiuIIDY and alJ lawful bnsU:aeSS for whidl Ii corponliOD mal' be: OIJuiDd under the
laws of the Stare of Delaware thlt is incident. uecenary and appropriate to acc:omplish the
foregoiog.
FOURTH: The total nu.mbcr of shares Of stock teat the CorporatiOl1 sllaU have::
authority to issue is 1.000 $hares of Cormnon Stock, S.01 par value.
FIFTH: Election of dil'ect0fS Ked not be by ballot uuiCJs the By-Laws of Ibe
CorporatiOD snaIl 50 provide. The bookS of tbo Corporation may (subje:ct to any statutory
require:me1'lts) be.1ceP' at such place whether within or outside the Stale of Delaware as may
be dMipatecl by tbe Board of Dirc:ctom or in the By-Laws of the Corporaticm.
COV J J t-IG1016 202 662 6291
SIXTH: (a) The affairs of the Corporation shall be managed by a Board of
Directors. The number of directors of the Corporation sball be from time to time fixed by.
or in the manner provided in, the By-Laws of the Corporation with the initial Board of
Directors consisting of five members. Subject to Section (b) of this Article SIXTH. at
election of Directors of the CorponUion, each Holder of the conunon stock of the
COIporation shall vote for eacb of the Class A Directors of MERSCORP. Inc. and, if they
are not Class A Djrectors of MERSCORP, Inc . each of the President and Chairman of abe
Board of MERSCORP. Inc., to serve as a Direttor of the Corporation. The names of the
Directors who shall act until the first annual meeting or lDltil their successors are duly
chosen and qualified are:
Stephen Morrison
Donald Lange
Adolfo MarzoI
Mark Fleming
R.K.Amold
(b) Subject to the last two sentences of this section (b). them shall be at least one
Director of the Corporation (the "Independent Director") who is not at the time of initial
appointment and has not been at any time during the precedin, five (5) years: (i) a
stockholder. director, offwer, employee, partner, attorney or counsel of tho Corporation or
any of its affilialcs; (ii) a customer. supplier or other person who derives more than of
its purchases or revenues from its activities with the Corporation or any of its affiliates;
(iii) a person or other entity controlling or under common control with any such
stockholder, director, officer. employee, parmer. customer, supplier or other person or (iv)
a member of the immediate family of any such Stockholder. director, officer. employee,
partner, customer, supplier or other persoD. (Al; used herein, the tcnn "affiliate" of an entity
means a second entity controlling. contrOlled by. or under common control with such first
entity. and the term "control" means the possession. directly or iDdin:ctly. of the power to
direct or cause the direction of management. policies or activities of a person 'or entity.
whether through ownmhip of voting securities. by contract or otherwise.) Within the 30-
day period following the tiling of this Certificate of Incorporation. the Corporation' s Board
of Directors shall increase the size of the Board of Directors to six members and sball fill
the cJ.m::ctorship thus created with a person who qualifies as an Independent .DiJector.
Thereafter. tbe Dinx:tors and holders of the common stock of the Corporation take
such action as shall be necessary from time to time to cause at least one Director of the
Corporation to be an Independent Director.
(c) The Board of Di11'!lCtors of the Corporation shall hold appropriate meetings to
authorize all of its corporate actions.
SEVENTH: Unless authorized by the Board of Directors (including the affmnative
vote or consent of the Independent Director), the Corporatitln shall not
(a) incur any indebtedness other than in the ordinary course of itl business;
DEC-30-1998 14:40
COVINGTON&BURLING 1616 2132 662 6291
(b) engage in any dissolution.liquidatiOD, consolidation, merger of sale of assets;
(c) (i) amend Anicles THIRD, SEVENTH, EIGHTH or TENTH or Section (b)
of ArticJe SIXTH of thi5 Certificate of Incorporation (the "Restricted Articles") or (ij)
amend any other provision of this Certificate of Ineorpomtion or any provision of the
By-Laws of the Corporation in a manner inconsistent with the Restricted Articlei;
(d) (i) cnaage in any business activity in which it is not currently eDgagee! or
(U) take any action that might cause the Corporation to become or
(e) form, or cause to be formed, any subsidiaries.
EIGHTH: The Corporation shall;
(a) Maintain books and separate from any other person or entity.
(b) Maintain its bank accounts separate from any otber pef50tl or entity.
(e) Not commingle its assets with those of any other person or entity and bold all of
its assets in its own :name.
(d) Conduct its own business in its own name.
(c) Pay its Own liabilities and expenses only out of its own funds.
(I) Observe all corporate formalities.
(8) Enter into b'anSadioDS with affiliates only OD each such transaction is
intrinsically fair, commercjally reasonable, and 011 the same terms as would be available in
an arm's length transaction with a penon or entity that is not an affiliate.
(h) Pay the salaries of its own employees from its own funds.
(i) MaillWn a sufficient numbel of employees in light of jts contemplated business
operations.
G> Not guarantee or become obligated for the debts of any other entity or person.
(k) Not hold out its mdit as beina available to satisfy the obligation of any other
person or entilY.
(1) Not acquire the obligations or securitiea of its affiliates or owners. including
partners, members or shareholders, as appropriate.
COVINGTON&BURL ING 1015 202 662 6291 P.07
(m) Not make loans to any other person or entity or buy or hold evidence of
indebtedness issued by any other person or entity (except for cash and
secUJitics).
(n) Allocate fairly and reasonably any overhead expenses that are shared with an
affiliate. inclUding paying for office space and services performed by any employee of any
affiliate.
(0) Use separate stationery. invoices. and checks bearing its own name.
(p) Not pledge its assets for the benefit of any other person or mtity.
(q) Hold irself out as a separate identity.
(r) Correct any known misundemtanding regarding its separate identity,
($) Not identify itself as a division of any orher person or entity.
(I) Maintain adequate capital in light of its contemplated business operations.
NINTH: To the fUllest extent permitted undeJ the DGCL. none of tbe
Corporation's directors sball be personally liable to the Corporation or its stockholders for
monetary damages for breach of any fiduciary duty as a director. Any repeal or
modification of this Aniele NINTH by tile Corporatioo's stockholders shall be prospective
only, and shall not adversely affect any limitation on the persanalJiability of any director
of the Corporation existins at the time of such repeal or roodification.
TENTH: The unanimous affirmative vote or consent of all of the DiI'ectors
(including the affmnative vote or constmt of the Independent Director) is required. for the
Corporation to:
(a) File or consent to the filing of any bankruptcy, insolvency or reorganization
case or proceeding; institute: any proc.eedings under any applicable insolvency law or
otherwise seek relief under any laws relating to the. relief from debts or tbe proteCtion of
debtors gc:nerally.
(b) Seek or consent to the appointment of a receiver. liquidator, assignee, tru$tee.
sequestrator. custodian or any similar official for the Corporation or a substantial portion
of its properties.
(c) Make any assignment for the benefit of the creditors of the Corporation.
(d) Take any action in furtherance of any of the foregoing.
(e) Amend Article THIRD of this Certificate of Incorporation.
4
CO\!lHCiTON&BllRL 1 NG 11316
202 652 6291 p.rn
ELEVENTH: To the extent permitted under applicable law t the Directors of
Corporation are RQuired to consider the interests of customers and creditOI'$ of the
Corporation jn connection all corporate aaions.
TWELFTH: In furtherance and not in limitation of the powers conferred upon the.
Board of Directors by law. the Board of Directm shall have the power to adopt, amend
and repeal from time to time By-Laws of the Corporation.
THIRTEENTH; Meetinp of the stockholders of the Corporation shall be held Dot
less frequently than once per annum.
FOURTEENTH: The Corporation shall adhere to the following provisions:
(a) The corporation sball inde.mntty to the fuJlest extent pennitted under and in
accordance with the laws of the State of Delaware any person who was or is a party or is
threatened to be made a party to any threatenecl, pending or completed action, sui r or
proceeding. whether civil. criminal. administrative or investigative by mason of the fact
that he is or was a director. officer, employee or agent of the Corporation, or is or was
serving at the request DC lbe Corporation as a director, officer. employee: or agent of
another corporation, partnership. joint venture, trust or other enterprise. against expense&
(including attorneys' fees), judgments. fIDei and amount& paid illlieltlement actually and
lCa$ODably incurred by him in connection with such action, suit or proceeding if be acted
in good faith and in a manner reasonably believed to be in or not opposed. to the best
interests of the Co!pOl'Btion, and. with respect to any criminal action or proceeding. had no
reasonabJe cause to believe his conduct was unlawfuL
(b) Expenses incurred in defending a civil. criminal, administrative or investigative
action, suit or proceeding shall (in the case of any action. suit or proceeding against a
director of the Corporation) or may (in the C25e of any action. suit or proceeding against an
officer. employee or agent of the Corpora.tion) be paid by the Corporation in advance of the
final disposition of such action. suit or proceeding as authorized by the Bow of Directors
upon receipt of an undertak:mg by or on behalf of the indcmnific:d person to Rpay such
amount if it shall ultimate]y be determined tbat he is not entitled to be irKlemnified by the
Corporation 85 authorized in this Article FOURTEENTH.
(c) The indemnification and other rights set fonh in this Aniele POURTEENTII
shall not be exclusive of any provisions with respecf thereto in the By-Laws or any other
contract or agreement betweetl the Corporation and any officer. director. employee or
agent of the Corporation.
(d) Neither the amendment or repeal of this Article FOURTEENTH nor the
adoption of any provision of this CertifICate of Incorporation inconsistent with this Article
FOURTEENTH shall eliminate or reduce the effect of tbis AnIcle FOURTEENTH in
re.spect of any matter occurring before sueb amendment, repeal or adoption of an
inconsistent provision or jn respect of any cause of action, suit or claim :relating to any
such matter which would have given rise to a right of indemnification or right 10 receive
5
COVIHGTONS.BURLlNG 11316
202 062 6291 P.09
expenses pursuant to this Article FOURTEENTH if such provision bad not been so
amended or repealed or if a provision inconsistent had not been so adopted.
FIFTEENTH: Subject to the limitations regarding an Independent Director in
Article SIXTH. to the extent permitted under rIle OOCL. any penon (including. but not
limited to, stockholders. di.rectors. officers and employees of the Corporation or any
affiliate of the Corporation) may engage in or possess an interest in otber business ventures
of every nature and description. independently or with others. whether sucb venb.lres are
competitive with tbe Corporation or otherwise, and neither the Corporation nor its
stockholders shill} have any riaht in or to such independent ventures or to the income or
profits derived therefrom.
SlXTEENTH: The duratiOn of the Corporation sball be perpetual.
SEVENTEENTH: The iQCOl'pOrator of the Corporation is William C. Hultman.
EIGHTEENTH: This Cenifieate shall become effective at 12:01 a.m. on January
1. 1999.
IN WITNESS WHEREOF t the undersigned. being the sole incorporator of fhe
Corporation. does now make this Certificate, he:n:by dc<:1arwg IUId ccrtifyin, that this i$
my act and deed and that the facts herein state4 are tnle. and aeeordiDgly have hereunto set
my hand this 30th day of 1998.
6
State of cDeCaware
'jlnnua{ Prancliise <Rsport
CORPORATION NAKE
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC.
FILE NUMBER IINCORPORAPON DATE 1 RENEWAl/REUOCATION DATE I
2990193 1999,01/011
PRINCIPAL PLACE OF BUSINESS
1818 Llbrary Street, suite 300
Reston VA 20190 United States
REGISTERED AGENT
THE CORPORATION TRUST COMPANY
CORPORATION TRUST CENTER
1209 ORANGE STREET
WILMINGTON DE 19801
AUTHORIZED STOCK DESIGNATION/ NO, Of SHARES
BEGIN DATE END DATE
1999/01/01 COMMON 1,000
OfFICER NAHE STREET/CITY/STATE/2IP
William C. Bultman
1818 Llbrary Street, Suite 300
Reston VA 20190 United States
DIRECTORS NAHE
R.K. Arnold
1818 Llbrary Street, Suite 300
Reston VA 20190 United States
Bruce Posey
STREET/CITY/STATE/2IP
P.O. Box 1416
/
2823 6th Avenue North
Billings MT 59103 United States
John Courson
1331 L. Street NW, 5th Floor
Washington DC 20005 United States
Ed Albrigo
8200 Jones Branch Drive, MS B1C
McLean VA 22102 United States
PHONE NUHOER
703/761-1270
AGENT NUHBER
9000010
PAR VALUEI SHARE
.010000
TITLE
Secretary & Treasurer

Total number of directors:6
:NOTICE: Pursuant to 8 tVet:. C. 502(6) If any officer or airector of a corporation required to mali! an annual jrancfiise ta-Veport
to tlie Secretary of State sfia{[ I(trowing{y mali! any Jars/! statement in tne aport, .mdi officer or director sna.ll6e guilty oj perjury.
AUTHORIZED BY (OfFICER. orRECTOR OR INCORPORATOR) DATE TITLE
William C. Bultman
1818 Library Street, Suite 300
Reston VA 20190 United States
secretary & Treasurer
2010-02-25
State of cDeCaware
j-lnnua{ Prancliise c r ~ ~ p o r t
CORPORATION NAME
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS/ INC.
FI LE NUKBER.I
29901931
DIRECTORS NAME STREET/CITV/STRTE/ZIP
Henry Cunninqham
804 Green Valley Road, Suite 106
Greensboro NC 27408 United States
Marianne Sullivan
3900 Wisconsin Avenue NW, MS 8H-510
Washington DC 20016 United States
PAGE 1
9804788
~ t a t t nf itlawttrt
SECRETARY OF STATE
DIVISION OF CORPORATIONS
P.O. eox 898
DOVER, DELAWARE 19903
RALPH KERMIT WINTERROWD 2ND
POBOX 877109
WASILLA AX 99687
f'I PTI N
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC.
2990193 4100 Plain Copy
Plain copy Fee
Expedite Fee, 24 Hour
FILING TOTAL
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC.
2990193 4l00A Plain Copy AR
Plain Copy Fee
FILING TOTAL
TOTAL CHARGES
TOTAL PAYMENTS
SERVICE REQUEST BALANCE
110068835
01-21-2011
AMOUNT
20.00
20.00
40.00
12.00
12.00
52.00
52.00
.00
Registered Agent Change in Jan, 2009 to:
Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
302-658-7581
They accept Service of Process and forward
Letters. Bylaws are secret and they would not
disclose the Mailing Address or Phone number
of MERS.
Fax Copies of Articles of Incorporation is all that
is required in Delaware - confirmed with Delaware
Corporation Office.