EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 AMENDMENT NO. 1

 TO RECEIVABLES SALE AGREEMENT 

Amendment No. 1 to Receivables Sale Agreement, dated as of December 19, 2014 (this “Amendment”), among GREEN TREE
SERVICING LLC, as receivables seller and servicer (“Green Tree”), GREEN TREE ADVANCE RECEIVABLES III LLC, as depositor (the “Depositor”), and WALTER INVESTMENT MANAGEMENT CORP., as limited guarantor
(“Limited Guarantor”) and consented to by BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) and as purchaser of 100% of the Outstanding Notes (in
such capacity, the “Purchaser”). 
 RECITALS 

Green Tree, the Depositor and the Limited Guarantor are parties to that certain Receivables Sale Agreement, dated as of January 16, 2014
(the “Existing Receivables Sale Agreement”) among Green Tree, the Depositor and the Limited Guarantor. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Receivables Sale
Agreement. 
 Green Tree, the Depositor, the Limited Guarantor, the Administrative Agent and the Purchaser have agreed, subject to the terms
and conditions of this Amendment, that the Existing Receivables Sale Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Receivables Sale Agreement. 

Pursuant to Section 11(a) of the Existing Receivables Sale Agreement, Green Tree and the Depositor may amend the Existing
Receivables Sale Agreement by written instrument upon delivery of an Issuer Tax Opinion and with consent of the Administrative Agent and, so long as the Notes are outstanding, the Series Required Noteholders of each Series shall have consented
thereto. 
 In addition, Green Tree, as Servicer, shall promptly notify each Note Rating Agency of any amendment to the Receivables Sale
Agreement and shall furnish a copy of any such amendment to each such Note Rating Agency. 
 As of the date of this Amendment, there is no
Note Rating Agency with respect to the Outstanding Notes. 
 The Purchaser holds 100% of the Outstanding Notes and therefore represent the
Series Required Noteholders for each series. 







 Accordingly, Green Tree, the Depositor, the Limited Guarantor, Administrative Agent and the
Purchaser hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Receivables Sale Agreement is hereby amended as follows: 

SECTION 1. Amendments. Effective as of the date hereof (the “Effective Date”): 

1.1 Section 1 of the Existing Receivables Sale Agreement shall be amended by adding the following definition in the appropriate
alphabetical order: 
 “Designation Date” A date on which any Pool becomes a Designated Pool after the Closing Date. 

1.2 Section 2(a) of the Existing Receivables Sale Agreement shall be amended by deleting clause (2) of of the first sentence of such
section in its entirety and replacing it with the following: 
 (2) each Receivable (i) in existence on any Business Day after the
Closing Date and prior to the Receivables Sale Termination Date that arises with respect to any Pool that is subject to any Servicing Agreement that is listed as a “Designated Servicing Agreement” and the related Pool is listed as a
“Designated Pool” on the Designated Servicing Agreement Schedule that arose under the Servicing Agreements listed on the Designated Servicing Agreement Schedule as of the Closing Date or (ii) in existence on, or on any date after, the
related Designation Date of a Pool that becomes a Designated Pool after the Closing Date (the “Additional Receivables”), 

1.3 The first sentence of clause (a) of Section 11 of the Existing Receivables Sale Agreement shall be amended by deleting such
sentence in its entirety and replacing it with the following: 
 This agreement may not be amended except by an instrument in writing, signed
by Green Tree, the Depositor and the Limited Guarantor upon delivery of an Issuer Tax Opinion and with the written consent of the Administrative Agent. 

1.4 The second sentence of the first paragraph of Section 7 of the Existing Receivables Sale Agreement shall be amended by deleting
sentence in its entirety and replacing it with the following: 
 However, if such conveyance is deemed to be in respect of a loan, it is
intended that: (a) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (b) Green Tree hereby grants to the Depositor a first priority security interest in all of its right, title and
interest in, to and under, whether now owned or hereafter acquired, the Aggregate Receivables and the other Transferred Assets to secure payment of such loan; and (c) this Agreement shall constitute a security agreement under applicable law.

 SECTION 2. Representations and Warranties. Green Tree hereby represents and warrants to the Indenture Trustee, the
Noteholders, the Purchaser, any Supplemental Credit Enhancement Provider and any Liquidity Provider that it is in compliance with all the terms and 

  
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provisions set forth in the Existing Receivables Sale Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and
reaffirms the representations and warranties contained in Section 4 of the Existing Receivables Sale Agreement. 
 SECTION 3.
Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Receivables Sale Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this
Amendment. 
 SECTION 4. Severability. Each provision and agreement herein shall be treated as separate and independent from any
other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 

SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute one and the same instrument. 
 SECTION 6. GOVERNING
LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

[SIGNATURE PAGES FOLLOW] 

  
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 EXECUTION COPY 
  

 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first above written. 
  

			
	GREEN TREE SERVICING LLC, as Receivables Seller and Servicer
		
	By:	 	 /s/ Cheryl A. Collins

	Name:	 	Cheryl A. Collins
	Title:	 	SVP & Treasurer



  
 Signature Page to
Amendment No. 1 to Receivables Sale Agreement 








 
			
	GREEN TREE ADVANCE RECEIVABLES III LLC, as Depositor
		
	By:	 	 /s/ Cheryl A. Collins

	Name:	 	Cheryl A. Collins
	Title:	 	SVP & Treasurer



  
 Signature Page to
Amendment No. 1 to Receivables Sale Agreement 








 
			
	WALTER INVESTMENT MANAGEMENT CORP., as Limited Guarantor
		
	By:	 	 /s/ Cheryl A. Collins

	Name:	 	Cheryl A. Collins
	Title:	 	SVP & Treasurer



  
 Signature Page to
Amendment No. 1 to Receivables Sale Agreement 








 
			
	BARCLAYS BANK PLC, as Administrative Agent
		
	By:	 	 /s/ Joseph O’Doherty

	Name:	 	Joseph O’Doherty
	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to Receivables Sale Agreement 








 
			
	BARCLAYS BANK PLC, as Purchaser of 100% of the Outstanding Notes
		
	By:	 	 /s/ Joseph O’Doherty

	Name:	 	Joseph O’Doherty
	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 1 to Receivables Sale Agreement