SECOND AMENDMENT TO ADDENDUM TO MORTGAGE SELLING AND SERVICING CONTRACT (EAF Agreement)

Exhibit 10.49

SECOND AMENDMENT TO ADDENDUM TO MORTGAGE SELLING AND

SERVICING CONTRACT (EAF Agreement)

This Second Amendment (the “Second Amendment”) to that Addendum To Mortgage Selling and Servicing Contract dated effective as of July 1, 2012 (the “EAF Agreement”) by and between ▇▇▇▇▇▇ ▇▇▇, a corporation organized and existing under the laws of the United States (“▇▇▇▇▇▇ 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 January 31, 2013.

WITNESSETH:

WHEREAS, pursuant to that First Amendment to the EAF Agreement dated January 3, 2013, ▇▇▇▇▇▇ ▇▇▇ agreed to increase the Early Reimbursement Amount Limit to accommodate Eligible Advances and GMACM Legacy Servicing Advances applicable to the Mortgage Loans the mortgage servicing rights to which Servicer acquires from GMAC Mortgage, LLC on or about January 31, 2013; and

WHEREAS, ▇▇▇▇▇▇ Mae and Servicer agreed to memorialize in a written agreement the amount and the effective date of the increases applicable to the mortgage servicing rights Servicer acquires from GMAC Mortgage, LLC on or about January 31, 2013.

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, the ▇▇▇▇▇▇ ▇▇▇ and Servicer agree as follows:

Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the EAF Agreement, as amended hereby, are used herein as therein defined.

Section 2. Early Reimbursement Amount Limit. To accommodate Eligible Advances and GMACM Legacy Servicing Advances applicable to the Mortgage Loans the mortgage servicing rights to which Servicer acquires from GMAC Mortgage, LLC on or about January 31, 2013, the Section of the EAF Agreement titled “Early Reimbursement Amount Limit” shall be amended and supplemented to include the following:

▇▇▇▇▇▇ Mae’s obligation to make payment of Periodic Early Reimbursement Amounts will not exceed a maximum Aggregate Early Reimbursement Amount of Five Hundred Eighty-Five Million ($585,000,000) dollars effective January 31, 2013 through March 31, 2013. Effective April 1, 2013, the maximum Aggregate Early Reimbursement Amount shall be Three Hundred Seventy Million ($370,000,000) dollars.

Section 3. Continuing Effect of the EAF Agreement. Except as expressly amended hereby, the provisions of the EAF Agreement are and shall remain in full force and effect.

Section 4. Counterparts. This Second Amendment to EAF 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 EAF Agreement to be duly executed in its name by one of its duly authorized officers, all as of the date first above written.

▇▇▇▇▇▇ ▇▇▇						▇▇▇▇▇ TREE SERVICING LLC
By:						By:
Name:						Name:
Title:						Title: