EX-10.5



 Exhibit 10.5 

Execution Version 
 SECOND
AMENDMENT TO ADDENDUM TO MORTGAGE SELLING AND SERVICING CONTRACT (EAR Agreement) 
 This Second Amendment (the “Second
Amendment”) to that Addendum To Mortgage Selling and Servicing Contract dated effective as of April 1, 2014 and amended by a First Amendment to Addendum to Mortgage Selling and Servicing Contract dated as of June 1, 2014 (as so
amended, the “EAR Agreement”) by and between FANNIE MAE, a corporation organized and existing under the laws of the United States (“Fannie Mae”) and Green Tree Servicing LLC, a limited liability company organized and existing
under the laws of the State of Delaware (“Servicer”), is hereby mutually agreed upon and entered into effective December 19, 2014. 

WITNESSETH: 

WHEREAS, Fannie Mae and Servicer desire to amend and reduce the Early Reimbursement Amount Limit and make certain other amendments to
the EAR Agreement. 
 NOW, THEREFORE, in consideration of the mutual premises, covenants and conditions and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon terms and subject to the conditions set forth herein, Fannie Mae and Servicer agree as follows: 

Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the EAR Agreement, as
amended hereby, are used herein as therein defined. 
 Section 2. Early Reimbursement Amount Limit. The Section of the
EAR Agreement titled “Early Reimbursement Amount Limit” shall be amended and restated in its entirety to provide as follows: 

Fannie Mae’s obligation to make payment of Periodic Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement
Amount of Two Hundred Million ($200,000,000) dollars. 
 Section 3. Schedule 1. Schedule 1 to the EAR Agreement shall be
amended and replaced with the attached revised Schedule 1. 
 Section 4. Schedule 2. Schedule 2 to the EAR Agreement
shall be amended and replaced with the attached revised Schedule 2. 
 Section 5. Continuing Effect of the EAR
Agreement. Except as expressly amended hereby, the provisions of the EAR Agreement are and shall remain in full force and effect. 

Section 6. Counterparts. This Second Amendment to EAR Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same instrument. 
 [Signatures Follow] 







 IN WITNESS WHEREOF, each of the undersigned parties has caused this Second Amendment to EAR
Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written. 
  

									
	FANNIE MAE	 		 	GREEN TREE SERVICING LLC
					
	By:	 	 /s/ Tara Malone
	 		 	By:	 	 /s/ Cheryl Collins

					
	Name:	 	 Tara Malone
	 		 	Name:	 	 Cheryl Collins

					
	Title:	 	 Vice President
	 		 	Title:	 	 SVP & Treasurer

					
	Date:	 	 12/19/2014
	 		 	Date:	 	 12/19/2014









 SCHEDULE 1 

 

					
	 Original Advancing Servicer or Originator
	  	 SSID Number
	  	 Transfer Date

	GMAC Mortgage, LLC	  	 261840111
 261840120

261840138
 261840146

261840804
 261840855
	  	January 31, 2013
	Bank United	  	261840049	  	April 1, 2009
	Hayhurst Mortgage, Inc	  	261840073	  	February 1, 2010

 Advances made by Servicer relating to Mortgage Loans in each of the above referenced acquired portfolios after the applicable
Transfer Date shall be Eligible Advances. 







 SCHEDULE 2 
  

					
	 Original Advancing Servicer
	  	 Legacy Advance Type; Early

Reimbursement rate
	  	 Transfer Date

	GMAC Mortgage, LLC	  	 P&I Delinquency Advance: 100%
 T&I
Escrow Advances: 80%
 Corporate Servicing Advances: 80%
	  	January 31, 2013