AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT

THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT (this “Amendment”), dated as of September 9, 2014 and effective as of March 31, 2014, is by and among GREEN TREE ADVANCE RECEIVABLES II LLC, a Delaware limited liability company (the “Borrower”), GREEN TREE SERVICING LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders (each, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“WFB”) as “Calculation Agent”, “Account Bank”, “Verification Agent” and “Securities Intermediary” and WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC (“WFCF”), as agent for the Lenders (in such capacity, together with any successor thereto in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Receivables Loan Agreement (defined below).

WHEREAS, the Borrower, the Administrator, WFB, as Calculation Agent, Account Bank, Verification Agent and Securities Intermediary, the Lenders and WFCF, as Agent and Lender, are parties to that certain Amended and Restated Receivables Loan Agreement dated as of May 2, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Loan Agreement”);

WHEREAS, Section 11.01 of the Receivables Loan Agreement provides that the Receivables Loan Agreement may be amended as follows;

WHEREAS, the Agent represents Lenders whose Commitments are greater than fifty percent (50%) of the Maximum Facility Limit as of the date hereof;

WHEREAS, the parties to the Receivables Loan Agreement hereto have agreed to amend the Receivables Loan Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiently of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.     Amendments to the Receivables Loan Agreement. Effective as of March 31, 2014 and subject to the execution of this Amendment by the parties hereto, the Receivables Loan Agreement is hereby amended as follows:

1.1    In Section 1.01, the definition of “Maximum Weighted Average Advance Rate” is hereby deleted in its entirety and replaced with the following:

“Maximum Weighted Average Advance Rate” means (i) if the Rolling Three Month Reimbursement Percentage is less than 35%, 75%; (ii) if the Rolling Three Month Reimbursement Percentage is greater than or equal to 35% but less than 45%, 80% or (iii) otherwise, 85%.

1.2    In Section 1.01, clause (c) of the definition of “Overconcentration Amount” is hereby deleted in its entirety and replaced with the following:

“(c) [RESERVED];”

1.3    In Section 1.01, clause (d) of the definition of “Eligible Securitization Trust” is hereby deleted in its entirety and replaced with the following:

“(d)    no more than thirty percent (30.0%) of the related Securitization Trust Assets (determined by weighted average outstanding principal balance) are thirty (30) days Delinquent or otherwise in default on such date; and”

Section 2. Reference to and Effect on the Receivables Loan Agreement. From and after the date hereof, each reference in the Receivables Loan Agreement to “this Agreement”, “hereunder”, “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Receivables Loan Agreement as amended hereby, and each reference to the Receivables Loan Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Receivables Loan Agreement shall mean and be a reference to the Receivables Loan Agreement as amended hereby.

Section 3. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

Section 4. Execution of Counterparts. This Amendment 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 taken together shall constitute one and the same agreement.

Section 5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.