EX-10.6



 Exhibit 10.6 

Execution Version 

ACKNOWLEDGMENT AGREEMENT 

WITH RESPECT TO SERVICING ADVANCE RECEIVABLES 

THIS ACKNOWLEDGMENT AGREEMENT WITH RESPECT TO SERVICING ADVANCE RECEIVABLES (this “Agreement”), made and entered into as of this 19th day of
December, 2014, by and among by and among GREEN TREE SERVICING LLC, a Delaware limited liability company with its principal offices at 345 St. Peter Street, St. Paul, MN 55102 (the “Servicer”), GREEN TREE ADVANCE RECEIVABLES III
LLC, a Delaware limited liability company with its principal offices at 345 St. Peter Street, St. Paul, MN 55102 (the “Depositor”), GREEN TREE AGENCY ADVANCE FUNDING TRUST I, a Delaware statutory trust, with its principal offices
for purposes of the matters contemplated hereby at c/o Green Tree Servicing LLC, 345 St. Peter Street, St. Paul, MN 55102 (the “Issuer”), WELLS FARGO BANK, N.A., not in its individual capacity but solely as indenture trustee at the
direction and on behalf of the Issuer, with its principal offices at 9062 Old Annapolis Road, Columbia, MD 21045-1951, Attention: Corporate Trust Services, Green Tree Agency Advance Funding Trust I (in its capacity as Indenture Trustee under the
Indenture described below and not in its individual capacity, the “Indenture Trustee”, and together with the Servicer, the Depositor and the Issuer, the “Transaction Parties”) and FANNIE MAE, a corporation organized
and existing under the laws of the United States of America, with an office at 3900 Wisconsin Avenue, N.W., Washington, DC 20016. 

WITNESSETH 
  

	A.	 The Servicer, as seller, the Depositor, as purchaser, and Walter Investment Management Corp. have entered into a Receivables Sale Agreement, dated as
of January 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”) and the Depositor, as seller, and the Issuer, as purchaser, have entered into a Receivables
Pooling Agreement dated as of January 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Pooling Agreement” and together with the Receivables Sale Agreement, the
“Receivables Purchase Agreements”), whereby, from time to time, the Servicer shall sell and/or contribute to the Depositor and the Depositor shall sell and/or contribute to the Issuer all of the Servicer’s present and future
rights, as expressly set forth in, and subject to the limitations of, the Fannie Mae Lender Contract (as hereinafter defined) to reimbursement for (i) Delinquency Advances and Servicing Advances (as each such term is defined in the Fannie Mae
Servicing Guide, as such Guide is amended from time to time (the “Servicing Guide”) and (ii) advances made by the Servicer under the Servicing Guide (a) to repurchase a special servicing option delinquent MBS mortgage loan
from an MBS pool or (b) to liquidate an REO property from an MBS pool, which property was acquired as a result of a foreclosure, preforeclosure or third-party sale, deed-in-lieu, or assignment of a special servicing option mortgage loan
formerly in such MBS pool ((a) and (b), collectively, the “Delinquent MBS Mortgage Repurchase Advances”) (the Delinquency Advances, the Servicing Advances and the Delinquent MBS Mortgage Repurchase Advances, collectively, the
“Servicing Advance Receivables”), with respect to certain mortgage loans owned or held in whole or in part 










	 	
by Fannie Mae, serviced for Fannie Mae by the Servicer under the Fannie Mae Lender Contract and identified by Seller/Servicer Number and by MBS Pool Number on Exhibit A attached to and
made a part of this Agreement, and to such additional mortgage loans made a part of this Agreement pursuant to Section 16 hereof. The advances that constitute the Servicing Advance Receivables are sometimes commonly referred to collectively as
“P&I Delinquency Advances”, “T&I Escrow Advances” and “Corporate Servicing Advances”. 

  

	B.	The Issuer, the Indenture Trustee and certain other parties have entered into an Indenture, dated as of January 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), pursuant to which, among other things, the Issuer granted to the Indenture Trustee, on behalf of the Secured Parties, as defined in and as specified in the Indenture, a security interest in, among other things, the
Servicing Advance Receivables (the “Security Interest”). Capitalized terms used herein without definition shall have the respective meanings attributed to them in the Receivables Purchase Agreements and the Indenture. (The
Receivables Purchase Agreements, the Indenture, the related note purchase agreement, the related indenture supplements, the related trust agreement, the related administration agreement, the related pricing side letters and the Notes issued pursuant
to the Indenture and such indenture supplements are collectively referred to in this Agreement as the “Transaction Documents”.) 

  

	C.	The Transaction Parties have requested that Fannie Mae consent, and Fannie Mae is willing to consent, subject to the terms, provisions, and conditions of this Agreement, to the Servicer’s sale/and or contribution
of the Servicing Advance Receivables to the Depositor and the Depositor’s sale and/or contribution of the Servicing Advance Receivables to the Issuer, in each case, pursuant to the terms and provisions of the Receivables Purchase Agreements,
and the Issuer’s grant of the Security Interest to the Indenture Trustee on behalf of the Secured Parties under the Indenture. 

  

	D.	Fannie Mae has requested the Transaction Parties, and each of the Transaction Parties has agreed, to acknowledge and reaffirm the rights of Fannie Mae pursuant to the Fannie Mae Lender Contract, and to be bound by the
terms, provisions, and conditions of this Agreement. 

 NOW THEREFORE, in accordance with the Fannie Mae Lender Contract, and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Transaction Parties hereby acknowledge, and all parties hereto agree to, the following: 

 

	1.	Recitals Incorporated; Consent to the Sale and/or Contribution of the Servicing Advance Receivables and Grant of Security Interest. The foregoing recitals are incorporated as a part of this Agreement and
are accepted and agreed to by all parties as though fully set forth in the body of this Agreement. 

 Fannie Mae hereby
consents, subject to the terms, provisions and conditions of this Agreement, to (a) the Servicer’s sale and/or contribution of the Servicing Advance Receivables to the Depositor pursuant to the terms and provisions of the Receivables Sale
Agreement, (b) the Depositor’s sale and/or contribution of the Servicing Advance Receivables to the Issuer, pursuant to the terms and provisions of the Receivables Pooling Agreement, and (c) the Issuer’s grant of the Security
Interest to the Indenture Trustee on behalf of the Secured Parties under the Indenture (each, a “Transaction” and collectively, the “Transactions”). 

  
 2 








 Fannie Mae hereby acknowledges that its Consent (as hereinafter defined), subject to the terms,
provisions and conditions of this Agreement, will remain effective until the earliest of (i) the payment in full of all outstanding Purchased Servicing Advance Receivables (as hereinafter defined) subject to reimbursement by Fannie Mae to
the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement, (ii) payment in full of all outstanding obligations under the Transaction Documents, including all amounts owed under the Notes issued pursuant to the Indenture and
termination of the commitment to further fund such Servicing Advance Receivables under the Transaction Documents, and (iii) the provision by the Indenture Trustee, on behalf of the Secured Parties, of a notice to the other parties hereto to the
effect that the transactions contemplated by the Transaction Documents have been terminated. As used in this Agreement, a “Purchased Servicing Advance Receivable” is a Servicing Advance Receivable with respect to which all of the
following events have occurred pursuant to the Transaction Documents: (i) the Servicer has sold and/or contributed the Servicing Advance Receivable to the Depositor; (ii) the Depositor has sold and/or contributed the Servicing Advance
Receivable to the Issuer; and (iii) the Issuer has granted a Security Interest in the Servicing Advance Receivable to the Indenture Trustee on behalf of the Secured Parties under the Indenture. 

Fannie Mae’s reimbursement of any Purchased Servicing Advance Receivable prior to the liquidation of the related mortgage loan is subject
to reconciliation by Fannie Mae or its designee. The Servicer hereby agrees to reimburse Fannie Mae for the reasonable fees and out-of-pocket expenses of any accountant, auditor, or professional advisor retained by Fannie Mae to perform such
reconciliation. 
  

	2.	Waiver of Right of Set Off. Notwithstanding anything to the contrary in the Fannie Mae Lender Contract or any other agreement between the Servicer and Fannie Mae, Fannie Mae agrees that Fannie Mae will not
set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of the Purchased Servicing Advance
Receivables. 

  

	3.	Subordination of Sale and/or Contribution of Servicing Advance Receivables and Security Interest. Subject to Section 2, each of the Transaction Parties acknowledges that the sale and/or contribution
of the Servicing Advance Receivables and the grant of the Security Interest as they are described in this Agreement and the Transaction Documents are subject to and subordinate in all respects to all rights, powers, and prerogatives of Fannie Mae
under and in connection with: (i) this Agreement, and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, as such Guide is amended from time to time (the “Selling Guide”), the Servicing Guide
and any supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification
agreements, loss-sharing agreements, and any other agreements between Fannie Mae and the Servicer, and all as amended, modified, restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which
rights, powers, and prerogatives include, without limitation, the right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause. 


Each of the Indenture Trustee, the Depositor and the Issuer also acknowledges that it has no claim or entitlement as a secured creditor against
Fannie Mae, and Fannie Mae has no 

  
 3 








 
duty or obligation to the Indenture Trustee, the Depositor or the Issuer, except as otherwise expressly provided in this Agreement. In the event of any conflict or inconsistency between the terms
and provisions of this Agreement and those of the Transaction Documents, the terms and provisions of this Agreement shall prevail. 
  

	4.	Financing Statements. In recognition of the foregoing, each of the Servicer, the Depositor and the Issuer agrees to insert the following language in any financing statement filed in connection with the
Transaction Documents: 

 The sale and/or contribution of the Servicing Advance Receivables and the Security Interest described
in this financing statement are subject and subordinate to all rights, powers, and prerogatives of Fannie Mae under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement With Respect to Servicing Advance
Receivables, by and among Fannie Mae, Green Tree Servicing LLC (the “Debtor”), Green Tree Advance Receivables III LLC (the “Depositor”), Green Tree Agency Advance Funding Trust I (the “Trust”), and
Wells Fargo Bank, N.A. (the “Indenture Trustee”), and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and any supplemental servicing instructions or directives
provided by Fannie Mae, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements
between Fannie Mae and the Debtor, and all as amended, modified, restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which rights, powers, and prerogatives include, without limitation, the
right of Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause. 
  

	5.	Payment to the Servicer. During the term of this Agreement, all payments, if any, made by Fannie Mae relating to the Servicing Advance Receivables will be paid directly to the deposit account
designated by the Servicer. The Servicer agrees that it shall designate the deposit account described in Exhibit B hereto (the “Deposit Account”) as the account to which Fannie Mae should wire all payments, if any, made by
Fannie Mae relating to the Servicing Advance Receivables. Fannie Mae may also make payments due to the Servicer, which payments do not relate to Servicing Advance Receivables, through the Deposit Account. Each Transaction Party will be deemed, by
virtue of its execution of this Agreement, to have specifically and irrevocably consented to any such payment to the Deposit Account, and Fannie Mae shall have no further obligation or responsibility to confirm with any Transaction Party any such
payment or where or how the funds are distributed after they are deposited in the Deposit Account. 

  

	6.	Fannie Mae’s Right to Withdraw Its Consent. 

  

	 	(a)	Events Enabling Fannie Mae to Withdraw Consent. Fannie Mae shall have the right to withdraw its consent to the Transactions and its waiver of its right of set off (collectively, Fannie Mae’s
“Consent”) : 

  

	 	(i)	if Fannie Mae exercises its right to suspend or terminate the Servicer’s eligibility to service mortgage loans for Fannie Mae (each, a “Servicer Suspension/Termination Event”); 


  
 4 









	 	(ii)	if the Servicer voluntarily resigns as a Fannie Mae servicer (a “Servicer Resignation Event”); 

  

	 	(iii)	if the Servicer transfers the servicing of some, but not all, of the mortgage loans that the Servicer is servicing for Fannie Mae under the Fannie Mae Lender Contract using the Fannie Mae Seller/Servicer Numbers
specified on Exhibit A (a “Partial Transfer of Servicing Event”) but such withdrawal of Consent shall apply only to the mortgage loans that are subject to the transfer; 


 

	 	(iv)	on each yearly anniversary of the date of this Agreement (each, an “Anniversary Event”); 

  

	 	(v)	if a Financial Trigger Event (as hereinafter defined) occurs; or 

  

	 	(vi)	if the Servicer fails to maintain Collateral at the Required Collateral Level or to Transfer Eligible Collateral to the Custodian in the amounts and within the time frames specified in the Pledge and Security Agreement
(the “Pledge Agreement”), dated December 19, 2014, between the Servicer, as grantor, and Fannie Mae, as secured party, as amended, modified, or supplemented from time to time (each, a “Collateral Termination
Event”). 

  

	 	(b)	Actions Fannie Mae May Take Upon the Occurrence of a Servicer Suspension/Termination Event and Related Matters. 

  

	 	(i)	Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Servicer Suspension/Termination Event by giving written notice to the Servicer, the Depositor, the Issuer, and the
Indenture Trustee of the occurrence of such Servicer Suspension/Termination Event in accordance with Section 8 of this Agreement. 

  

	 	(ii)	If Fannie Mae exercises its option to withdraw its Consent upon the occurrence of a Servicer Suspension/Termination Event: 

  

	 	(A)	Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance
or a Servicing Advance after the effective date of such Servicer Suspension/Termination Event; provided, that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer
pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing
Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Suspension/Termination Event. 

  

	 	(B)	 After the effective date of such Servicer Suspension/Termination Event, the Servicer shall not sell and/or contribute to the Depositor any Servicing
Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or




  
 5 









	 	
contribute any such Servicing Advance Receivables to the Issuer, and the Issuer shall not grant a Security Interest with respect to such Servicing Advance Receivables to the Indenture Trustee on
behalf of the Secured Parties under the Indenture. 

  

	 	(C)	Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(b)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent
MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer Suspension/Termination Event, after the effective date of such Servicer
Suspension/Termination Event and the applicable Final Payment Date (defined below), Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from
reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a
Delinquency Advance or a Servicing Advance after the effective date of such Servicer Suspension/Termination Event in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect. 


The “Final Payment Date” is the date on which Fannie Mae makes its final payment into the Deposit Account for the Purchased
Servicing Advance Receivables as to which Fannie Mae is obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement. 
  

	 	(iii)	If a Servicer Suspension/Termination Event occurs and pursuant to this Section 6(b) Fannie Mae exercises its right to withdraw its Consent, it is expected that the Servicer will continue to process Loan Activity
Reports (as defined in the Servicing Guide) and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables in accordance with the Servicing Guide, or that the Indenture Trustee (or its designee, which may be the
Administrative Agent, as defined in the Indenture) will attempt to arrange with any third-party successor servicer to process such Loan Activity Reports and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables
made before the Servicer Suspension/Termination Event. Fannie Mae will permit the Servicer or the Indenture Trustee (or its designee), as applicable, to submit to Fannie Mae Loan Activity Reports and/or requests for expense reimbursement relating to
any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective
date of such Servicer Suspension/Termination Event. 

 Fannie Mae shall cease making payments to the Deposit Account following
a Servicer Suspension/Termination Event described in this Section. In order to have Fannie Mae process claims for reimbursement following the Servicer Suspension/Termination Event, the Indenture Trustee (or its designee, which may be the
Administrative Agent) shall provide to Fannie Mae (A) a summary 

  
 6 








 
report detailing the outstanding advance balances by Fannie Mae loan number, broken out by P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances (as such terms
are described in Recital A of this Agreement) and (B) wiring instructions identifying where Fannie Mae is to make payments related to Purchased Servicing Advance Receivables following the Servicer Suspension/Termination Event (the “New
Wire Instructions”). The information described in the preceding sentence shall be sent to Fannie Mae at the notice addresses identified in Section 8, with copies to (x) Customer Account Risk Management at
tracy_l_glascoe@fanniemae.com and (y) Special Assets Advance Solution at advance_facilities_data@fanniemae.com. Following Fannie Mae’s receipt of the information described in the second sentence of this paragraph and its
reconciliation of the information contained in the summary report and processing of the New Wire Instructions, Fannie Mae shall make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions. The Servicer
acknowledges and agrees that, following the occurrence of a Servicer Suspension/Termination Event and Fannie Mae’s receipt of the New Wire Instructions, Fannie Mae shall be authorized to, and shall, make payments related to Purchased Servicing
Advance Receivables pursuant to the New Wire Instructions. 
 The Indenture Trustee (or its designee) will work diligently to submit Loan
Activity Reports and/or requests for expense reimbursement pursuant to this Section 6(b)(iii) in accordance with the requirements of the Servicing Guide. If, despite its diligence, the Indenture Trustee (or its designee) is unable to obtain and
submit the required supporting detail to Fannie Mae within 90 days following the Servicer Suspension/Termination Event, then upon the written request of the Indenture Trustee (or its designee), accompanied by an explanation in reasonable detail of
the difficulties the Indenture Trustee (or its designee) is encountering, Fannie Mae will discuss with the Indenture Trustee (or its designee) and reasonably consider possible resolutions of such difficulties. The Indenture Trustee (or its designee)
and Fannie Mae will work together to arrive at a plan for the submission of supporting detail and reimbursement of the Purchased Servicing Advance Receivables that is reasonably acceptable to Fannie Mae, as quickly as reasonably practicable. 

It is understood that in the absence of a mutually acceptable plan arrived at as quickly as reasonably practicable, the requirements of the
Servicing Guide shall continue to govern the submission and reimbursement of the Purchased Servicing Advance Receivables. 
 If an
Insolvency Event (defined below) with respect to the Servicer occurs following the occurrence of a Servicer Suspension/Termination Event, Fannie Mae’s obligations to pay such reimbursements shall be subject to the requirements of the bankruptcy
or other court having jurisdiction over the insolvency proceeding. 
 For the purpose of this Section 6(b) and Section 6(c) of
this Agreement, an “Insolvency Event” shall have the same meaning as set forth in the Indenture in effect as of the day of this Agreement and not as such definition may be amended, restated, supplemented, or otherwise modified from time to
time without, in each such case, Fannie Mae’s prior written consent. 

  
 7 









	 	(iv)	Fannie Mae shall have no obligation to the Indenture Trustee or any of the other Transaction Parties relating to any successor servicer’s payment or remittance of the Purchased Servicing Advance Receivables made
after the effective date of such Servicer Suspension/Termination Event to the Indenture Trustee or such other Transaction Parties. 

  

	 	(c)	Actions Fannie Mae May Take Upon the Occurrence of a Servicer Resignation Event or a Partial Transfer of Servicing Event and Related Matters. 


 

	 	(i)	Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Servicer Resignation Event or a Partial Transfer of Servicing Event (in which case, the Consent shall be withdrawn
solely with respect to the mortgage loans subject to the partial transfer) by giving written notice to the Servicer, the Depositor, the Issuer, and the Indenture Trustee in accordance with Section 8 of this Agreement. 


 

	 	(ii)	If Fannie Mae exercises its option to withdraw its Consent: 

  

	 	(A)	Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance
or a Servicing Advance after the effective date of the Servicer Resignation Event or the Partial Transfer of Servicing Event, as applicable; provided, the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be
obligated to reimburse the Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance,
a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of the Servicer Resignation Event or the Partial Transfer of Servicing Event, as applicable. 


 

	 	(B)	After the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event, as applicable, the Servicer shall not sell and/or contribute to the Depositor any Servicing Advance Receivables with
respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Servicing Advance Receivables to the Issuer, and
the Issuer shall not grant a Security Interest with respect to such Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture. 


 

	 	(C)	 Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(c)(ii)(A), above, related to any Purchased
Servicing Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such
Servicer Resignation Event or Partial Transfer of 



  
 8 









	 	
Servicing Event, as applicable, and the applicable Final Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or
payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a
Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event in accordance with the Fannie Mae Lender Contract shall
become null and void and of no further force and effect. 

  

	 	(iii)	Fannie Mae shall have no obligation to the Indenture Trustee or any of the other Transaction Parties relating to any successor servicer’s payment or remittance of the Purchased Servicing Advance Receivables made
after the effective date of such Servicer Resignation Event or Partial Transfer of Servicing Event to the Indenture Trustee or such other Transaction Parties. 

  

	 	(iv)	If a Servicer Resignation Event occurs and pursuant to this Section 6(c) Fannie Mae exercises its right to withdraw its Consent, it is expected that the Servicer will continue to process Loan Activity Reports (as
defined in the Servicing Guide) and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables in accordance with the Servicing Guide, or that the Indenture Trustee (or its designee, which may be the Administrative
Agent, as defined in the Indenture) will attempt to arrange with any third-party successor servicer to process such Loan Activity Reports and/or requests for expense reimbursement relating to Purchased Servicing Advance Receivables made before the
Servicer Resignation Event. Fannie Mae will permit the Servicer or the Indenture Trustee (or its designee), as applicable, to submit to Fannie Mae Loan Activity Reports and/or requests for expense reimbursement relating to any Purchased Servicing
Advance Receivables as to which the Servicer has made a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the effective date of such Servicer
Resignation Event. 

 Fannie Mae shall cease making payments to the Deposit Account following a Servicer Resignation Event
described in this Section. In order to have Fannie Mae process claims for reimbursement following the Servicer Resignation Event, the Indenture Trustee (or its designee, which may be the Administrative Agent) shall provide to Fannie Mae (A) a
summary report detailing the outstanding advance balances by Fannie Mae loan number, broken out by P&I Delinquency Advances, T&I Escrow Advances and Corporate Servicing Advances (as such terms are described in Recital A of this Agreement)
and (B) wiring instructions identifying where Fannie Mae is to make payments related to Purchased Servicing Advance Receivables following the Servicer Resignation Event (the “New Wire Instructions”). The information described in the
preceding sentence shall be sent to Fannie Mae at the notice addresses identified in Section 8, with copies to (x) Customer Account Risk Management at tracy_l_glascoe@fanniemae.com and (y) Special Assets Advance Solution at
advance_facilities_data@fanniemae.com. Following Fannie Mae’s receipt of 

  
 9 








 
the information described in the second sentence of this paragraph and its reconciliation of the information contained in the summary report and processing of the New Wire Instructions, Fannie
Mae shall make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions. The Servicer acknowledges and agrees that, following the occurrence of a Servicer Resignation Event and Fannie Mae’s receipt of
the New Wire Instructions, Fannie Mae shall be authorized to, and shall, make payments related to Purchased Servicing Advance Receivables pursuant to the New Wire Instructions. 

The Indenture Trustee (or its designee) will work diligently to submit Loan Activity Reports and/or requests for expense reimbursement
pursuant to this Section 6(c)(iv) in accordance with the requirements of the Servicing Guide. If, despite its diligence, the Indenture Trustee (or its designee) is unable to obtain and submit the required supporting detail to Fannie Mae within
90 days following the Servicer Resignation Event, then upon the written request of the Indenture Trustee (or its designee), accompanied by an explanation in reasonable detail of the difficulties the Indenture Trustee (or its designee) is
encountering, Fannie Mae will discuss with the Indenture Trustee (or its designee) and reasonably consider possible resolutions of such difficulties. The Indenture Trustee (or its designee) and Fannie Mae will work together to arrive at a plan for
the submission of supporting detail and reimbursement of the Purchased Servicing Advance Receivables that is reasonably acceptable to Fannie Mae, as quickly as reasonably practicable. 

It is understood that in the absence of a mutually acceptable plan arrived at as quickly as reasonably practicable, the requirements of the
Servicing Guide shall continue to govern the submission and reimbursement of the Purchased Servicing Advance Receivables. 
 If an
Insolvency Event with respect to the Servicer occurs following the occurrence of a Servicer Resignation Event, Fannie Mae’s obligations to pay such reimbursements shall be subject to the requirements of the bankruptcy or other court having
jurisdiction over the insolvency proceeding. 
  

	 	(v)	In the case of a Partial Transfer of Servicing Event, such Consent shall not be withdrawn, the Security Interest shall remain in full force and effect, and Fannie Mae shall continue to be obligated to reimburse the
Servicer pursuant to the Fannie Mae Lender Contract and this Agreement on account of Purchased Servicing Advance Receivables with respect to mortgage loans as to which servicing rights have not been transferred. 


 

	 	(d)	Actions Fannie Mae May Take Upon the Occurrence of an Anniversary Event and Related Matters. 

  

	 	(i)	Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of an Anniversary Event by giving written notice to the Servicer, the Depositor, the Issuer, and the Indenture Trustee in
accordance with Section 8 of this Agreement on or before the thirtieth day before an Anniversary Event occurs. 


  
 10 









	 	(ii)	If Fannie Mae exercises its option to withdraw its Consent: 

  

	 	(A)	Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance
or a Servicing Advance after the Anniversary Event Cut Off Date (defined below); provided that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie
Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivable as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance
with the Fannie Mae Lender Contract on or before the last day of the third calendar month following the calendar month in which the applicable anniversary date occurs (the “Anniversary Event Cut Off Date”). 


 

	 	(B)	After the Anniversary Event Cut Off Date, the Servicer shall not sell and/or contribute to the Depositor any Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS
Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Servicing Advance Receivables to the Issuer, and the Issuer shall not grant a Security Interest with respect to such
Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture. 

  

	 	(C)	Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(d)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent
MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the Anniversary Event Cut Off Date, after the Anniversary Event Cut Off Date and the applicable Final
Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender
Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Anniversary Event Cut Off
Date in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect. 

  

	 	(e)	Actions Fannie Mae May Take Upon the Occurrence of a Financial Trigger Event or a Collateral Termination Event and Related Matters. 


 

	 	(i)	Fannie Mae may, at its option, exercise its right to withdraw its Consent upon the occurrence of a Financial Trigger Event or a Collateral Termination Event (each, a “Termination Event”) by giving
written notice to the Servicer, the Depositor, the Issuer, and the Indenture Trustee in accordance with Section 8 of this Agreement. 


  
 11 









	 	(ii)	If Fannie Mae exercises its option to withdraw its Consent: 

  

	 	(A)	Such withdrawal of Fannie Mae’s Consent shall apply to any Servicing Advance Receivable with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance
or a Servicing Advance after the Termination Event Cut Off Date (defined below); provided that the Security Interest shall remain in full force and effect and Fannie Mae shall continue to be obligated to reimburse the Servicer pursuant to the Fannie
Mae Lender Contract and this Agreement on account of any Purchased Servicing Advance Receivables as to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance
with the Fannie Mae Lender Contract on or before the effective date of the Termination Event (the “Termination Event Cut Off Date”). 

  

	 	(B)	After the Termination Event Cut Off Date, the Servicer shall not sell and/or contribute to the Depositor any Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS
Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance, the Depositor shall not sell and/or contribute any such Servicing Advance Receivables to the Issuer, and the Issuer shall not grant a Security Interest with respect to such
Servicing Advance Receivables to the Indenture Trustee on behalf of the Secured Parties under the Indenture. 

  

	 	(C)	Except with respect to the reimbursements by Fannie Mae to the Servicer described in Section 6(e)(ii)(A), above, related to any Purchased Servicing Advance Receivables as to which the Servicer has made a Delinquent
MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance in accordance with the Fannie Mae Lender Contract on or before the Termination Event Cut Off Date, after the Termination Event Cut Off Date and the applicable Final
Payment Date, Fannie Mae’s agreement in Section 2 to not set off or net any claims it might have against the Servicer, or payments due from the Servicer, from reimbursements Fannie Mae owes to the Servicer pursuant to the Fannie Mae Lender
Contract on account of Purchased Servicing Advance Receivables with respect to which the Servicer has made or will make a Delinquent MBS Mortgage Repurchase Advance, a Delinquency Advance or a Servicing Advance after the Termination Event Cut Off
Date in accordance with the Fannie Mae Lender Contract shall become null and void and of no further force and effect. 

  

	 	(iii)	The occurrence of any of the following shall constitute a “Financial Trigger Event”: 

  

	 	(A)	the Servicer fails to maintain a Lender Adjusted Net Worth/Total Assets ratio (as defined in the Selling Guide) of at least 10%; 

  

	 	(B)	 the Servicer fails to meet all of Fannie Mae’s requirements relating to a lender’s minimum net worth, a decline in Lender’s Adjusted
Net Worth, minimum capital, liquidity, profitability, cross default, repurchase 



  
 12 









	 	
limitation, financial statements and reports, and required servicer rating described in Subpart A4-2-01 of the Selling Guide, as amended from time to time, including the requirement that a lender
has a financial condition satisfactory to Fannie Mae; or 

  

	 	(C)	a Material Adverse Change occurs with respect to the Servicer. A “Material Adverse Change” means the occurrence of an event that would cause a material and adverse change in the financial condition,
business, or operation of the Servicer and its parent or subsidiaries, taken as a whole, as a result of any event that disproportionately impacts the Servicer and its parent or subsidiaries relative to similarly-sized mortgage companies.


  

	 	(f)	Anniversary Event Winding Up Period. If, during an Anniversary Event Winding Up Period (as hereinafter defined), a Termination Event occurs, Fannie Mae shall have the option to exercise its rights and
remedies under this Agreement with respect to the occurrence of either the Termination Event or the Anniversary Event by giving written notice to the Servicer, the Depositor, the Issuer, and the Indenture Trustee in accordance with Section 8 of
this Agreement. The “Anniversary Event Winding Up Period” is the period commencing on the day Fannie Mae gives written notice of the occurrence of an Anniversary Event pursuant to Section 6(d)(i), of this Agreement and ending
on the Anniversary Event Cut Off Date. 

 If Fannie Mae elects to exercise its rights and remedies under this Agreement with
respect to the occurrence of the Termination Event, Section 6(e) of this Agreement shall apply with the same force and effect as if the Anniversary Event had not occurred. If Fannie Mae elects to continue to exercise its rights and remedies
under this Agreement with respect to the occurrence of the Anniversary Event, Section 6(d) of this Agreement shall continue to apply with the same force and effect as if the Termination Event had not occurred. 

 

	7.	Event of Default Under the Indenture. The Issuer hereby instructs the Indenture Trustee to, and the Indenture Trustee hereby accepts such instruction and agrees that it shall, upon receipt of written
notice of an Event of Default under the Indenture or any other Transaction Document, immediately provide Fannie Mae with notice of the occurrence of such Event of Default. 


 

	8.	Notices. Any notice or other communication to Fannie Mae pursuant to this Agreement shall be in writing and delivered by hand, electronic mail (with confirmation), overnight express or similar service
(fees prepaid), or first-class United States registered or certified mail with return receipt requested (postage prepaid), to Fannie Mae at the address (which may be changed by written notice) shown below. The Transaction Parties request that any
communication from Fannie Mae to any Transaction Party, as applicable, be given in the same manner, and under the same procedures, as provided above, with the Transaction Parties’ addresses for such purpose, and related information, being as
shown below. 

  

			
	FANNIE MAE:	  	Fannie Mae
		  	3900 Wisconsin Avenue, N.W.
		  	Washington, D.C. 20016
		  	Attention: Vice President of Single Family Credit Risk Management
		  	Email: carlos_t_perez@fanniemae.com



  
 13 









			
		
	With a copy to:	  	Fannie Mae
		  	14221 Dallas Parkway, Suite 1000
		  	Dallas, TX 75254
		  	Attention: Tara Malone, Vice President
		  	Email: tara_malone@fanniemae.com
		
	SERVICER:	  	Green Tree Servicing LLC
		  	345 St. Peter Street, Suite 1100
		  	St. Paul, MN 55102
		  	Attention: Cheryl Collins, SVP & Treasurer
		  	Telephone: 651-293-3410
		  	Email: cheryl.collins@gtservicing.com
		
	With a copy to:	  	Green Tree Servicing LLC
		  	345 St. Peter Street, Suite 1100
		  	St. Paul, MN 55102
		  	Attention: General Counsel
		
	DEPOSITOR:	  	Green Tree Advance Receivables III, LLC
		  	345 St. Peter Street, Suite 1100
		  	St. Paul, MN 55102
		  	Attention: Cheryl Collins, SVP & Treasurer
		  	Telephone: 651-293-3410
		  	Email: cheryl.collins@gtservicing.com
		
	ISSUER:	  	Green Tree Agency Advance Funding Trust I
		  	c/o Wilmington Trust, National Association, as Owner Trustee
		  	Rodney Square North, 1100 North Market Street
		  	Wilmington, DE 19890
		
	With a copy to:	  	Green Tree Servicing LLC
		  	345 St. Peter Street, Suite 1100
		  	St. Paul, MN 55102
		  	Telephone: 651-293-3410
		  	Email: cheryl.collins@gtservicing.com
		
		  	Green Tree Servicing LLC
		  	345 St. Peter Street, Suite 1100
		  	St. Paul, MN 55102
		  	Attention: General Counsel
		
	INDENTURE TRUSTEE:	  	Wells Fargo Bank, N.A.
		  	9062 Old Annapolis Road
		  	Columbia, MD 21045-1951
		  	Attention: Corporate Trust Services, Green Tree Agency Advance Funding Trust I
		  	Telephone: (410) 884-2000
		  	Email: TrustAdministrationGroup@wellsfargo.com



  
 14 









	9.	Reliance. Fannie Mae shall be fully protected in acting or relying upon, and shall have no duty or obligation to verify the truth, accuracy, authenticity, validity, or legal sufficiency of any written
notice, direction, request, waiver, consent, receipt, or other paper or document which Fannie Mae in good faith believes to be genuine and to have been signed or presented by the respective Transaction Party pursuant to its rights under the
Transaction Documents and this Agreement. 

  

	10.	[RESERVED] 

  

	11.	Indemnification by the Servicer. The Servicer shall indemnify and hold harmless Fannie Mae against any and all losses, claims, lawsuits, actions, liabilities, damages, judgments, costs, and expenses
arising or resulting from: (i) any present or future act or omission of Fannie Mae with respect to the Servicer, the Depositor or the Issuer in compliance with this Agreement or (ii) any past, present, or future act, error, breach or
omission of the Servicer, the Indenture Trustee or any other Transaction Party pursuant or with respect to this Agreement or the Transaction Documents. Notwithstanding the foregoing, the Servicer is not responsible for, and is not indemnifying and
holding Fannie Mae harmless against any liability, obligation, duty or responsibility of any kind whatsoever arising from the gross negligence or willful misconduct of Fannie Mae with respect to this Agreement. 


 

	12.	Representations and Warranties of the Servicer. The Servicer hereby warrants, represents, and confirms to Fannie Mae the following: 


 

	 	a)	The Security Interest is the only outstanding and existing interest that the Servicer has granted or caused to be granted to the Indenture Trustee, or any other party, in the Servicing Advance Receivables; and the
Transaction Documents are the sole outstanding and existing agreements or instruments containing any grant by the Servicer of any interest in the Servicing Advance Receivables. 


 

	 	b)	The execution and delivery of this Agreement will not violate any provision of law or regulation applicable to the Servicer, any order of any court or other agency of government or any agreement or other instrument to
which the Servicer is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument. 


 

	 	c)	 The Servicer has duly executed and delivered the Transaction Documents to which it is a party and this Agreement. The grant of a Security Interest in
the Servicing Advance Receivables to the Indenture Trustee pursuant to the Transaction Documents, and the Servicer’s execution (and the delivery) of the Transaction Documents to which it is a party and this Agreement, has each been duly
authorized and: (i) specifically approved by the board of directors or the equivalent thereof (the “Board of Directors”) of the Servicer, and such approval is reflected in the minutes of the meetings of such Board of Directors
or pursuant to an appropriate consent or other instrument evidencing approval by the Board of Directors or (ii) approved by an officer of the Servicer who was duly authorized by the Board of Directors to enter into such types of transactions
and such authorization is reflected in the minutes of the Board of Directors’ meetings. This Agreement, together with the Transaction 



  
 15 









	 	
Documents and any amendments thereto made in accordance with Section 14 of this Agreement, and any UCC financing statements, constitute the written agreement (the “Written
Agreement”) governing the Servicer’s grant of a Security Interest in the Servicing Advance Receivables to the Indenture Trustee pursuant to the Transaction Documents and the matters agreed to in this Agreement, and the Servicer shall
continuously maintain all components of the Written Agreement as an official record of the Servicer (or any successor thereto). 

  

	 	d)	The Servicer has taken any and all action necessary to ensure the accuracy of the representations and warranties contained in this Section 12. 


 

	13.	Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby warrants, represents, and confirms to Fannie Mae the following: 


 

	 	a)	The execution and delivery of this Agreement will not violate any provision of law or regulation applicable to the Indenture Trustee, any order of any court or other agency of government or any agreement or other
instrument to which the Indenture Trustee is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, provided, that the
representations contained in this Section 13(a) are made for the sole purpose of preventing the Indenture Trustee from raising any such violation, breach, conflict, or default as a defense to the enforceability of this Agreement.


  

	 	b)	Wells Fargo Bank, N.A., not in its individual capacity but solely as Indenture Trustee, has, at the direction and instruction of the Issuer, duly executed and delivered the Transaction Documents and this Agreement. The
Indenture Trustee is duly organized, validly existing and in good standing as a national banking association under the laws of the United States with power and authority to conduct its business as such business is currently conducted. The Indenture
Trustee has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Indenture Trustee by all necessary corporate action.


  

	14.	Amendments. The Transaction Documents may be amended without the consent of Fannie Mae in accordance with the terms and conditions of the Transaction Documents, provided that the Indenture Trustee and the
Servicer each hereby agree that each of the representations and warranties contained in Sections 12(b), 12(c), 13(a), and 13(b) of this Agreement shall be applicable to any such amendment. Notwithstanding the foregoing, without the prior written
consent of Fannie Mae, the Transaction Parties shall not make any amendment to the Transaction Documents which: 

 (a)
materially and adversely affects the Servicer’s ability to service (i) the mortgage loans identified by Seller/Servicer Number and by MBS Pool Number on Exhibit A attached and (ii) such additional mortgage loans as may be made
a part of this Agreement pursuant to Section 16 hereof, in each case as required by the Fannie Mae Servicing Guide, including, without limitation, the requirements relating to the Servicer’s making Delinquent MBS Mortgage Repurchase
Advances, Delinquency Advances and/or Servicing Advances; or 
 (b) results in Fannie Mae having to change its processes relating to the
reimbursement of Delinquent MBS Mortgage Repurchase Advances, Delinquency Advances and/or Servicing Advances. 

  
 16 









	15.	Secured Parties Under the Indenture. The Secured Parties under the Indenture, including holders of the Notes and participants in such Notes, shall benefit under the Transaction Documents and this Agreement
solely through the Indenture Trustee and any such Secured Parties shall not be third party beneficiaries of this Agreement. Fannie Mae shall have no direct liability to any such Secured Parties under the Indenture. The Indenture Trustee hereby
represents, warrants, and confirms to Fannie Mae that pursuant to the direction provided by the Issuer: (i) the Indenture Trustee has the authority to enter into this Agreement on behalf of such Secured Parties under the Indenture, including
holders of the Notes and participants in such Notes, (ii) this Agreement, the Transaction Documents, and any amendments thereto, shall be binding on such parties as if they were original signatories thereto and hereto, and (iii) the
Indenture Trustee shall have the authority and duty to act exclusively for such parties with respect to Fannie Mae. 

  

	16.	Identification of Mortgage Loans. This Agreement relates solely to the Servicing Advance Receivables relating to the mortgage loans identified on Exhibit A and additional mortgage loans may be added
to Exhibit A and become a part of this Agreement only upon the consent of Fannie Mae in its sole discretion. 

  

	17.	Fannie Mae’s Right to Perform Due Diligence Activities. Until the occurrence of the Final Payment Date: 

  

	 	a)	The Servicer shall make available or cause the Indenture Trustee to make available to Fannie Mae each Determination Date Administrator Report, each Interim Payment Date Report and Payment Date Report delivered pursuant
to Article III of the Indenture from and after the date hereof. The Servicer shall be responsible for any reasonable costs and expenses associated with providing Fannie Mae such reports. 


 

	 	b)	Fannie Mae shall also have the right from time to time to perform due diligence activities (“Due Diligence”) relating to the Purchased Servicing Advance Receivables during business hours upon reasonable
notice and request to the Servicer. Promptly upon Fannie Mae’s (or its agent’s) advance request, the Servicer is required to provide reasonable access during business hours to its systems, personnel, books and records whether stored in
tangible or electronic form. The Servicer shall bear all reasonable costs and expenses of Fannie Mae associated with such Due Diligence, including, without limitation, third-party vendor fees. 


 

	 	c)	The Servicer acknowledges and agrees that the Due Diligence may include Fannie Mae (or its agent) making inquiries to the Depositor, the Issuer, and/or the Indenture Trustee, and the Servicer hereby authorizes each of
the Depositor, the Issuer, and/or the Indenture Trustee to disclose from time to time to Fannie Mae such information that Fannie Mae may reasonably request. The Servicer shall give, execute, and deliver, or cause or permit to be given, executed, and
delivered, any instrument, document, agreement, letter of direction, consent, waiver, or other paper, as reasonably requested by Fannie Mae, that may be necessary or desirable in order to enable Fannie Mae to exercise and enforce its rights under
this Section 17. 


  
 17 








 This Section 17 shall survive the termination of this Agreement if and for so long as Fannie
Mae is obligated to reimburse the Indenture Trustee, on behalf of the Secured Parties, for any Purchased Servicing Advance Receivable subject to reimbursement by Fannie Mae pursuant to the Fannie Mae Lender Contract. 

 

	18.	Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles. (other than Section 5-1401
of the New York General Obligations Law). 

  

	19.	Counterparts. This Agreement may be executed in counterparts, each of which is fully effective as an original and all of which together constitute one and the same instrument. 


 

	20.	Owner Trustee and Indenture Trustee. 

  

	 	a)	It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee
of the Issuer under the trust agreement for the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and
intended not as a personal representation, undertaking and agreement by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust, National Association individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Issuer hereunder. 

  

	 	b)	It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wells Fargo Bank, N.A., not individually or personally, but solely as Indenture Trustee of behalf of
and at the direction of the Issuer, (b) each of the Indenture Trustee’s representations, undertakings and agreements herein are made on behalf of the Secured Party (as defined in the Indenture) and are made and intended not as a personal
representation, undertaking or agreement by the Indenture Trustee, and (c) under no circumstances shall the Indenture Trustee be liable for the payment of any obligation or be liable (absent the Indenture Trustee’s willful misconduct,
fraud or gross negligence) for the breach or failure of any obligation or covenant made or undertaken by it under this Agreement. 


[Signature page follows] 

  
 18 








 IN WITNESS WHEREOF, the Servicer, the Depositor, the Issuer, the Indenture Trustee, and Fannie Mae have executed
and delivered this Agreement as of the date first above written. 
  

					
	GREEN TREE SERVICING LLC, as Servicer
			
		 	By:	 	 /s/ Cheryl Collins

			
		 	Name:	 	Cheryl Collins
			
		 	Title:	 	SVP & Treasurer
	
	GREEN TREE ADVANCE RECEIVABLES III LLC, as Depositor
			
		 	By:	 	 /s/ Cheryl Collins

			
		 	Name:	 	Cheryl Collins
			
		 	Title:	 	SVP & Treasurer
	
	GREEN TREE AGENCY ADVANCE FUNDING TRUST I, as Issuer
		
		 	By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee
			
		 	By:	 	 /s/ Rachel L. Simpson

			
		 	Name:	 	Rachel L. Simpson
			
		 	Title:	 	Assistant Vice President
	
	WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee
			
		 	By:	 	 /s/ Mark DeFabio

			
		 	Name:	 	Mark DeFabio
			
		 	Title:	 	Vice President
	
	FANNIE MAE:
			
		 	By:	 	 /s/ Mark S. Bickert

			
		 	Name:	 	Mark S. Bickert
			
		 	Title:	 	Vice President


  
 19 








 Exhibit A to Acknowledgment Agreement 

With Respect to Servicing Advance Receivables 

Dated as of December 19, 2014, among 

Green Tree Servicing LLC, Green Tree Agency Advance Funding Trust I, 

Green Tree Advance Receivables III LLC, Wells Fargo Bank, N.A. , 

and Fannie Mae 
 All mortgage loans serviced for
Fannie Mae by Servicer under the Fannie Mae Lender Contract using the Fannie Mae Seller/Servicer numbers identified below: 
  

					
	 Portfolio
	  	 Seller / Servicer #
	  	 Transfer Date

	FNMA BAC 154	  	261840154	  	 4/1/2013; 5/1/2013;
 6/1/2013; 9/1/2013;

11/1/2013; 12/1/2013

	FNMA Everbank 235	  	261840235	  	05/01/2014
	FNMA FLAGSTAR	  	261840103	  	01/01/2013
	FNMA FRANKLIN BANK	  	261840065	  	12/01/2009
	FNMA Green Tree Servicing LLC	  	261840006	  	N/A
	FNMA NATCITY	  	261840057	  	11/01/2009
	FNMA OPTION ONE	  	261840022	  	07/01/2008


  
 20 








 Exhibit B to Acknowledgment Agreement 

With Respect to Servicing Advance Receivables 

Dated as of December 19, 2014, among 

Green Tree Servicing LLC, Green Tree Agency Advance Funding Trust I, 

Green Tree Advance Receivables III LLC, Wells Fargo Bank, N.A., 

and Fannie Mae 
 Deposit Account:

 Green Tree Servicing LLC (Wire Instructions) 

Bank of America 
 100 N. Tryon
Street 
 Charlotte, NC 28255 

ABA# 026009593 
 Green Tree
Servicing LLC 
 345 St. Peter Street 

St. Paul, MN 55102 
 Account#
1257813493 
 Green Tree Servicing LLC (ACH Instructions) 

Bank of America 
 100 N. Tryon
Street 
 Charlotte, NC 28255 

ABA# 121000358 
 Green Tree
Servicing LLC 
 345 St. Peter Street 

St. Paul, MN 55102 
 Account#
1257813493 

  
 21