EXECUTION

Exhibit 99.2


				EXECUTION

May 31, 2013

Green Tree Servicing LLC

000 Xx. Xxxxx Xxxxxx

0000 Xxxxxxxx Xxxxxx

Xx. Xxxx, Xxxxxxxxx 00000

Attention: Xxxxxx Xxxxxxx

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

Re:

Transactions Terms Letter for Master Repurchase Agreement

Ladies and Gentlemen:

This Transactions Terms Letter is made and entered into, as of the date set forth above, by and between Bank of America, N.A. (“Buyer”) and Green Tree Servicing LLC (“Seller”). This Transactions Terms Letter supplements the Master Repurchase Agreement (the “Agreement”) by and between Buyer and Seller. In the event there exists any inconsistency between the Agreement and this Transactions Terms Letter, this Transaction Terms Letter shall be controlling notwithstanding anything contained in the Agreement to the contrary. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.


Effective Date:		May 31, 2013

Expiration Date:		Expiring on May 30, 0000

Xxxxxxxxx Transaction Limit:		$[ ]. In the event Buyer agrees to a Temporary Increase pursuant to Section 2.10 of the Agreement, the Aggregate Transaction Limit shall equal the Temporary Aggregate Transaction Limit until such time as the Temporary Increase terminates.

Committed Amount:		$[ ].

Uncommitted Amount:		$[ ].

Financial Covenants:		Seller shall at the end of each calendar month maintain the following financial covenants:

		(a) Minimum Tangible Net Worth: Seller shall maintain a Tangible Net Worth in an amount not less than the greatest of (i) $[ ]; (ii) [ ]% of the Aggregate Rate Locks of Seller and (iii) [ ]% of Seller’s outstanding Recourse Debt.

		(b) Minimum Liquidity: Seller to maintain unrestricted and unencumbered cash and Cash Equivalents in a minimum amount not less than the greatest of (i) $[ ]; (ii) [ ]% of the Aggregate Rate Locks of Seller and (iii) [ ]% of Seller’s outstanding Recourse Debt. By way of example but not limitation, cash in escrow and/or impound accounts shall not be included in this calculation.

		(c) Maximum ratio of Total Liabilities to Tangible Net Worth: [ ].

		(d) Profitability: Seller shall report positive pre-tax Net Income, on a quarterly basis, as determined in accordance

The marked portions of this Exhibit 99.2 represent omitted information that is the subject of a confidential treatment application that was separately filed with the Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934.

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		with GAAP before (i) non-cash gains or losses related to mortgage servicing rights; (ii) impairments to goodwill and intangible assets; (iii) stock compensation expenses and (iv) non-cash fair value changes in the assets and liabilities related to securitization trusts.

		(e) Additional Repurchase or Warehouse Facility: Seller shall maintain throughout the term of the Agreement, with nationally recognized and established counterparties (other than Buyer) loan repurchase or warehouse facilities that provide funding on an aggregate basis in an amount equal to at least the Aggregate Transaction Limit and accommodates wet mortgage loans in an amount not less than the amount provided hereunder.

Commitment Fee:		The product of (a) [ ] ([ ]%) and (b) the Committed Amount. The Commitment Fee shall be deemed due, earned and payable in full on the Effective Date. The Commitment Fee will be prorated in the event of an increase of the Committed Amount.

Facility Fee:		The product of (a) [ ] ([ ]%) and (b) the Uncommitted Amount. The Facility Fee shall be deemed due, earned and payable in full on the Effective Date. The Facility Fee will be prorated in the event of an increase of the Uncommitted Amount.

Unused Facility Fees:		For the period commencing on the Effective Date through and including June 30, 2013, Seller shall pay in arrears to Buyer an amount equal to the product of (i) [ ] ([ ]%) and (ii) the unused portion of the Committed Amount, annualized; provided, that Seller shall only be required to pay an Unused Facility Fee for such period if, the Average Quarterly Utilization during such period is less than [ ]% For any given calendar quarter on and after July 1, 2013 and on the Expiration Date, Seller shall pay in arrears to Buyer an amount equal to the product of (i) [ ] ([ ]%) and (ii) the unused portion of the Committed Amount, annualized; provided, that Seller shall only be required to pay an Unused Facility Fee for such period if, the Average Quarterly Utilization during such period is less than [ ]%.

Average Quarterly Utilization:		Following the end of each calendar quarter and on the Expiration Date, Buyer shall determine the Used Amount during the preceding Calculation Period. The Average Quarterly Utilization shall be calculated by dividing (i) the Used Amount, by (ii) the Committed Amount.

Used Amount:		The average Aggregate Outstanding Purchase Price of all Transactions, calculated on a daily basis during the preceding Calculation Period.

[ ]:		[ ].

[ ]:		[ ].

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[ ]:		[ ].

Transaction Request Deadline:		4:00 p.m. (New York City time).

Deadline for Daily Receipt Of Purchase Advices by Buyer:		4:00 p.m. (New York City time).

LIBOR Floor:		N/A

Eligible Mortgage Loans:		Notwithstanding anything to the contrary in the Agreement, a Mortgage Loan shall be an Eligible Mortgage Loan only if (i) it is a closed-end first-lien, fixed or adjustable-rate Mortgage Loan on a single family residential property that is (v) an Agency Eligible Mortgage Loan that is also a Conventional Conforming Mortgage Loan, (w) a Government Mortgage Loan, (x) a Jumbo Mortgage Loan, (y) a Pooled Mortgage Loan or (z) a HARP Mortgage Loan, or otherwise permitted on Schedule 1, (ii) it was originated in compliance with and remains in compliance with, the Agency Guides and Seller’s underwriting guidelines (including applicable subsequent updates) as approved by Buyer in its sole discretion, (iii) it satisfies any other criteria mutually acceptable to Buyer and Seller, and (iv) it meets each of the following criteria:

		(a) each of the applicable representations and warranties in Exhibit L of the Agreement are true and correct with respect to such Mortgage Loan, except with respect to Bond Loans – 1^st Lien where the failure to comply with any such representation or warranty is permitted by the related local or state home governmental homeownership program;

		(b) the Purchase Date for such Mortgage Loan may not be more than [ ] ([ ]) days past the origination date for such Mortgage Loan;

		(c) such Mortgage Loan is not [ ] ([ ]) or more days contractually delinquent (using the MBA method);

		(d) such Mortgage Loan is not subject to Transactions for longer than the Maximum Dwell Time;

		(e) the Purchase Price of such Mortgage Loan, when added to the Aggregate Outstanding Purchase Price of all Purchased Mortgage Loans of the same Type, shall not exceed the related Type Sublimit;

		(f) other than with respect to Jumbo Mortgage Loans and HARP Mortgage Loans where a FICO Score is not required by the applicable Agency, the related Mortgagor’s FICO Score at the time of origination is [ ] or above, except as otherwise permitted on Schedule I;

		(g) with respect to Jumbo Mortgage Loans and except as otherwise permitted on Schedule I, (i) the related Mortgagor’s FICO Score at the time of origination is [ ] or above, (ii) the loan-to-value ratio is not greater than [ ]% and (iii) the related Mortgagor’s debt-to-income ratio is not greater than [ ]%;

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		(h)		such Mortgage Loan is not secured by Mortgaged Property located in the Commonwealth of Puerto Rico;

		(i)		such Mortgage Loan is not a home equity line of credit loan;

		(j)		such Mortgage Loan is not a cash-out refinance loan in respect of Mortgaged Property located in the state of Texas;

		(k)		such Mortgage Loan is not secured by a co-op, Manufactured Home or a mobile home unless such Mortgage Loan was originated in compliance with Agency Guides and is permitted on Schedule 1;

		(l)		such Mortgage Loan is not secured by a condotel or a multi-family, mixed-use or commercial structure;

		(m)		such Mortgage Loan is neither a negative amortization mortgage loan nor does it contain any negative amortization feature;

		(n)		the related Mortgage Loan Documents do not contain a pre-payment penalty;

		(o)		such Mortgage Loan is not a Section 32 / High Cost mortgage loan;

		(p)		such Mortgage Loan is not a reverse mortgage loan;

		(q)		with respect to a Government Mortgage Loan, neither the FHA nor VA have denied or rejected the related Mortgagor’s application for FHA Mortgage Insurance or a VA Loan Guaranty, as applicable,

		(r)		such Mortgage Loan has not been rejected for purchase by any investor at any time (whether or not such rejection occurs prior to the purchase of such Mortgage Loan by Buyer under the Agreement);

		(s)		such Mortgage Loan has not been repurchased by Seller or any of its Affiliates after previously being sold to any Person (including transfers in connection with securitizations);

		(t)		such Mortgage Loan is not subject to the lien of any other lender;

		(u)		the related payment terms, interest rate, maturity date or other material terms have not been modified;

		(v)		the Mortgagor in respect of such Mortgage Loan is a natural person (other than intervivos trusts in connection with Agency Eligible Mortgage Loans);

		(w)		such Mortgage Loan has a minimum outstanding loan balance of at least $[ ], except as otherwise permitted on Schedule I; and

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	(x)	if such Mortgage Loan is a Pooled Mortgage Loan it satisfies the following requirements:

		1.	On or prior to the related Pooling Date, Seller has delivered or caused to be delivered (A) to the Custodian (or otherwise make available to the Custodian), the related Applicable Agency Documents all other documents, schedules and forms required by and in accordance with the provisions of the Custodial Agreement, and a copy of the Applicable Agency Documents to Buyer, (B) if applicable, to Buyer, a duly executed Trade Assignment together with a true and complete copy of the related, fully executed Purchase Commitment, and (C) to Buyer an executed Master Certified Mortgage Loan Trust Receipt (as defined in the Custodial Agreement) and related Custodian Loan Transmission and Exception Report (as defined in the Custodial Agreement) from the Custodian relating to such Mortgage Loan in form and substance satisfactory to Buyer;

		2.	On or prior to the related Settlement Date for the resulting Mortgage-Backed Security, Seller shall have provided Buyer with the related CUSIP number.

Securitization:	Unless otherwise agreed to by Buyer all Mortgage Loans must be settled with cash directly from an Approved Investor.

Approved Payee:	A Disbursement Agent, a Closing Agent with respect to Wet Mortgage Loans, a warehouse lender or a third party institutional originator for Correspondent Mortgage Loans, in each case as approved by Buyer in its sole discretion as more particularly set forth in the Agreement.

Reimbursement of Expenses:	Seller shall reimburse Buyer for all fees and out of pocket expenses (including legal fees, expenses and disbursements) regardless of whether or not the Agreement is entered into. Seller shall also pay for fees and expenses incurred by the Buyer in performing due diligence reviews of Seller and the Eligible Mortgage Loans prior to entering into the Agreement and during the term of the Agreement, and the fees of the account bank, the Custodian(s), the Disbursement Agent and the Servicer(s).

Type:	With respect to each Eligible Mortgage Loan, the descriptions set forth on Schedule 1 under the heading “Type.”

Type Sublimit:	With respect to each Eligible Mortgage Loan, the percentages of the Aggregate Transaction Limit set forth on Schedule 1 under the heading “Type Sublimit.”

Type Margin:	With respect to each Eligible Mortgage Loan, the percentages set forth on Schedule 1 under the heading “Type Margin.”

Type Purchase Price Percentage:	With respect to each Eligible Mortgage Loan, the percentages set forth on Schedule 1 under the heading “Type Purchase Price Percentage.”

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Maximum Dwell Time		With respect to each Eligible Mortgage Loan, the number of days set forth on Schedule 1 under the heading “Maximum Dwell Time.”

Buyer’s Guidelines, Policies and Procedures:		The terms and conditions of this Transactions Terms Letter and the Agreement shall be subject to Buyer’s guidelines, policies and procedures, as may be changed from time to time. Buyer may communicate changes to its guidelines, policies and procedures to Seller via Buyer’s website, email or in writing.

Guarantor:		Xxxxxx Investment Management Corp.

Governing Law:		This Transactions Terms Letter and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Sections 5 1401 and 5 1402 of the New York General Obligations Law).

Severability:		This Transactions Terms Letter, together with the other Principal Agreements, and all other documents executed pursuant to the terms hereof and thereof, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which such communications are merged herein. All Transactions hereunder constitute a single business and contractual relationship and each Transaction has been entered into in consideration of the other Transactions.

Counterparts:		This Transactions Terms Letter may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Transactions Terms Letter and any notices hereunder may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

The terms and conditions of this Transactions Terms Letter are hereby incorporated and form a part of the Agreement as if fully set forth therein; provided, however, to the extent of any conflict between the Agreement and this Transactions Terms Letter, this Transactions Terms Letter shall control. Please acknowledge your agreement to the terms and conditions of this Transactions Terms Letter by signing in the appropriate space below and returning a copy of the same to the undersigned. Facsimile signatures shall be deemed valid and binding to the same extent as the original. Buyer shall have no obligation to honor the terms and conditions of this Transactions Terms Letter if Seller fails to fully execute and return this document to Buyer within thirty (30) days after the date of issuance.


Sincerely,		Agreed to and Accepted by:

Bank of America, N.A.		Green Tree Servicing LLC

By:	/s/ Rayanthi XxXxx	By:	/s/ Xxxxxx Xxxxxxx
Name:	Rayanthi XxXxx	Name:	Xxxxxx Xxxxxxx
Title:	Assistant Vice President	Title:	SVP & Treasurer

Signature Page to Transactions Terms Letter

SCHEDULE 1

(Eligible Mortgage Loans)


	Type Sublimit	Type Margin	Type Purchase Price Percentage	Maximum Dwell Time (days from the Purchase Date unless otherwise noted)	Transactions Requirements
Type A: Agency Eligible Mortgage Loans that are also Conventional Conforming Mortgage Loans (1^st mortgages only)	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
Type B: Government Mortgage Loans (1^st mortgages only)	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
Type C: Jumbo Mortgage Loans (Nonconforming 1^st mortgages only, maximum original loan amounts up to $[ ])	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
Type D: HARP Mortgage Loans with an LTV of [ ]% or less (1^st mortgages only) These loans will be identified in the Asset Data Record as “Specialty ARM”	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
Type E: HARP Mortgage Loans with an LTV of greater than [ ]% (1^st mortgages only) These loans will be identified in the Asset Data Record as “Expanded/Alt-A”	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
Type F: Type A and B Mortgage Loans which the applicable Agency does not require the related Mortgagor to have a FICO Score at the time of origination; or Type A and B Mortgage Loans with outstanding loan amounts less than $[ ]	[ ]%	[ ]%	[ ]%	[ ] days	[ ]
or Co-op Agency Mortgage Loans These loans will be identified in the Asset Data Record as “Conf Balance Expanded”


Type G: Type D and E Mortgage Loans that are secured by (i) a manufactured home and originated in compliance with Title II under FHA 203(b) or (ii) a mobile home These loans will be identified in the Asset Data Record as “Construction/OTC”	[ ]%	[ ]%	[ ]%	[ ] days	[ ]

Pooled Mortgage Loans	[ ]%	[ ]%	[ ]%	[ ] days	[ ]

Non-compliant Mortgage Loans – Type A, B, C, D, E, F and G Mortgage Loans that have been (i) subject to one or more Transactions hereunder for a period greater than [ ] days but not greater than [ ] days, or (ii) rejected by the applicable Approved Investor.	[ ]%	[ ]% over the initial Type Margin	[ ]%.
			[ ]%
			[ ]%

Wet Mortgage Loans – Type A, B, C, D, E, F and G Mortgage Loans excluding loans originated under a correspondent program.	[ ]%, increasing to [ ]% for the first and last [ ] ([ ]) Business Days of each month	The initial Type Margin	The initial Type Purchase Price Percentage	[ ] Business Days
Non-compliant Wet Mortgage Loans – Wet Mortgage Loans that have been wet for greater than [ ] ([ ]) Business Days but not greater than [ ] ([ ]) Business Days.		[ ]% over the initial Type Margin	[ ]% reduction in Type Purchase Price Percentage	An additional [ ] Business Days

Transaction Requirements for Correspondent Mortgage Loans:

If such Mortgage Loan is a Correspondent Mortgage Loan it satisfies the following requirements:

i.	Seller has delivered the Mortgage Loan File to the Custodian and Buyer has received a clean exception report and dry trust receipt prior to funding; and

ii.

Seller has included its purchase price percentage for each Mortgage Loan in the Asset Data Record and, notwithstanding the applicable Type Purchase Price Percentage set forth on Schedule I attached hereto, Buyer shall use the lesser of Seller’s purchase price percentage and xxxx-to-market price, as calculated by Buyer, to determine the Type Purchase Price Percentage for the specific Mortgage Loan.

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