MASTER REPURCHASE AGREEMENT among PENNYMAC HOLDINGS, LLC (“Seller”) and PENNYMAC CORP. (“Buyer”) and PENNYMAC MORTGAGE INVESTMENT TRUST (“Guarantor”) Dated as of December 20, 2017

Exhibit 10.4

EXECUTION COPY

MASTER REPURCHASE AGREEMENT

among

PENNYMAC HOLDINGS, LLC

(“Seller”)

and

PENNYMAC CORP.

(“Buyer”)

and

PENNYMAC MORTGAGE INVESTMENT TRUST

(“Guarantor”)

Dated as of December 20, 2017

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS

Section 1.01	Definitions; Certain Defined Terms		1
Section 1.02	Interpretation		6

ARTICLE II

GENERAL TERMS

Section 2.01	Transactions		7
Section 2.02	Procedure for Entering into Transactions		8
Section 2.03	Repurchase; Payment of Repurchase Price		8
Section 2.04	Price Differential		8
Section 2.05	Margin Maintenance		9
Section 2.06	Payment Procedure		9
Section 2.07	Net Payments		10
Section 2.08	Recourse		10
Section 2.09	Taxes		10
Section 2.10	Indemnity		11
Section 2.11	Dedicated Account		11
Section 2.12	Reserved		11
Section 2.13	Addition, Removal and Replacement of Sold MSR Portfolio Mortgage Loans		11
Section 2.14	Termination		12
Section 2.15	PC Repurchase Agreement		12

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01	Seller and Guarantor Existence		12
Section 3.02	Licenses		12
Section 3.03	Power		12
Section 3.04	Due Authorization		13
Section 3.05	No Event of Default		13
Section 3.06	Solvency		13
Section 3.07	No Conflicts		13
Section 3.08	True and Complete Disclosure		13
Section 3.09	Approvals		13

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Section 3.10	Ownership	14
Section 3.11	Reserved	14
Section 3.12	Investment Company	14
Section 3.13	Chief Executive Office; Jurisdiction of Organization	14
Section 3.14	Location of Books and Records	14
Section 3.15	ERISA	14
Section 3.16	Plan Assets	15
Section 3.17	No Prohibited Persons	15
Section 3.18	Compliance with 1933 Act	15

ARTICLE IV

CONVEYANCE; REPURCHASE ASSETS; SECURITY INTEREST

Section 4.01	Ownership	15
Section 4.02	Security Interest	15
Section 4.03	Further Documentation	17
Section 4.04	Limited Pledge of ▇▇▇▇▇▇ ▇▇▇ Servicing	17
Section 4.05	Changes in Locations, Name, etc	17
Section 4.06	Buyer’s Appointment as Attorney-in-Fact	17
Section 4.07	Performance by Buyer of Seller’s Obligations	19
Section 4.08	Proceeds	19
Section 4.09	Remedies	19
Section 4.10	Limitation on Duties Regarding Preservation of Repurchase Assets	20
Section 4.11	Powers Coupled with an Interest	21
Section 4.12	Release of Security Interest	21
Section 4.13	Reinstatement	21

ARTICLE V

CONDITIONS PRECEDENT
Section 5.01	Initial Transaction	21
Section 5.02	All Transactions	22

ARTICLE VI

COVENANTS
Section 6.01	Financial Covenants	23
Section 6.02	Prohibition of Fundamental Changes	23
Section 6.03	Weekly Reporting	23
Section 6.04	No Adverse Claims	23
Section 6.05	Assignment	24
Section 6.06	Security Interest	24
Section 6.07	Records	24

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Section 6.08	Books	24
Section 6.09	Material Change in Business	24
Section 6.10	Applicable Law	25
Section 6.11	Existence	25
Section 6.12	Collections on Sold MSR Excess Spread	25
Section 6.13	Chief Executive Office; Jurisdiction of Organization	25
Section 6.14	Taxes	25
Section 6.15	True and Correct Information	25
Section 6.16	No Pledge	25
Section 6.17	Plan Assets	25
Section 6.18	Sharing of Information	26
Section 6.19	No Modification of the Participation Agreements	26

ARTICLE VII

DEFAULTS/RIGHTS AND REMEDIES OF BUYER UPON DEFAULT

Section 7.01	Events of Default	26
Section 7.02	No Waiver	28
Section 7.03	Due and Payable	28
Section 7.04	Fees	28
Section 7.05	Default Rate	28

ARTICLE VIII

ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS;
SEPARATE ACTIONS BY BUYER

Section 8.01	Entire Agreement	28
Section 8.02	Waivers, Separate Actions by Buyer	29

ARTICLE IX

SUCCESSORS AND ASSIGNS
Section 9.01	Successors and Assigns	29

ARTICLE X

MISCELLANEOUS
Section 10.01	Survival	29
Section 10.02	Arms-Length Transaction	29
Section 10.03	Governing Law; Jurisdiction, Waiver of Jury Trial: Waiver of Damages	29
Section 10.04	Notices	30
Section 10.05	Severability	31

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Section 10.06	Section Headings	31
Section 10.07	Counterparts	31
Section 10.08	Periodic Due Diligence Review	31
Section 10.09	Hypothecation or Pledge of Repurchase Assets	32
Section 10.10	Non-Confidentiality of Tax Treatment	32
Section 10.11	Set-off	33
Section 10.12	Intent	33


Schedule 1	–	Representations and Warranties Regarding the Participation Certificates
Schedule 2	–	Participation Agreement and Participation Certificate
Schedule 3	–	Responsible Officers of Seller and Guarantor
Exhibit A	–	Form of Transaction Notice

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MASTER REPURCHASE AGREEMENT

This Master Repurchase Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of December 20, 2017, among PENNYMAC HOLDINGS, LLC (“PMH”), a limited liability company organized under the laws of the State of Delaware, as seller (the “Seller”), PENNYMAC CORP. (“PMC”), a corporation incorporated under the laws of the State of Delaware, as buyer (the “Buyer”), and PENNYMAC MORTGAGE INVESTMENT TRUST (“PMT”), a real estate investment trust organized under the laws of the State of Maryland, as guarantor (the “Guarantor”).

W I T N E S S E T H:

WHEREAS, the Seller has made, and may in the future make, the right to excess servicing spread arising from MSRs subject to this Agreement, subject to the Excess Spread Participation Agreement in order to create the Sold MSR Excess Spread evidenced by the Sold MSR Excess Spread PC;

WHEREAS, from time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer the Sold MSR Excess Spread PC and the Sold MSR Excess Spread related to additional MSRs pledged under the Excess Spread Participation Agreement, against the delivery of the Purchase Price (as defined below) by the Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Sold MSR Excess Spread PC at a date certain or on demand, against the transfer of funds by Seller. Such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder;

WHEREAS, Buyer has required and Guarantor has agreed that it will Guarantee (as defined below) the Obligations (as defined below) hereunder; and

WHEREAS, the Guarantor will receive a benefit, either directly or indirectly, from the Seller for entering into the PMH Repo Guaranty.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, Seller and Guarantor hereby agree as follows.

ARTICLE I

DEFINITIONS

Section 1.01 Definitions; Certain Defined Terms. For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, any capitalized terms used and not defined herein shall have the meaning set forth in Appendix A of the Base Indenture. Capitalized terms used herein shall have the indicated meanings:

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“Agreement” shall have the meaning set forth in the preamble.

“Asset” means the Participation Certificate (including all Excess Spread) sold or pledged to secure the Obligations hereunder.

“Asset Schedule” means a list of all Assets pledged and/or delivered from time to time by Seller to Buyer, as such schedule shall be updated from time to time in accordance with Section 2.02 hereof.

“Buyer” has the meaning given to such term in the preamble to this Agreement.

“Collections” means, with respect to the Participation Certificate as of any date, Excess Spread amounts paid to Seller under Section 4.01 of the Excess Spread Participation Agreement, but excluding (a) all or any portion of any cash Proceeds with respect to any Mortgage Loan repurchased by Buyer in accordance with the ▇▇▇▇▇▇ ▇▇▇ Guide and (b) Ancillary Income, Base Servicing Fee, and Advance Reimbursement Amounts.

“Commitment Period” means the period from and including the Closing Date to but not including the Termination Date or such earlier date on which the obligations of the Buyer under this Agreement shall have terminated pursuant to the terms of this Agreement.

“Confidential Information” has the meaning set forth in Section 10.10(b).

“Eligible Asset” means any Asset:

(a) which relates to a Servicing Contract for Mortgage Loans in an Eligible Securitization Transaction in which Seller is acting in the capacity of servicer;

(b) which complies with all Applicable Laws and other legal requirements, whether federal, state or local;

(d) which was not originated in or subject to the Laws of a jurisdiction whose Laws would make such Asset, or the financing thereof contemplated hereby unlawful, invalid or unenforceable and is not subject to any legal limitation on transfer;

(e) which is owned solely by Seller in accordance with the Participation Agreement, free and clear of all Liens other than Liens in favor of Buyer and has not been sold, conveyed, pledged or assigned to any other lender, purchaser or Person;

(f) in respect of which Seller has complied in all material respects with the Participation Agreement;

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(g) which is not an obligation of the United States of America, any State or any agency or instrumentality or political subdivision thereof (other than ▇▇▇▇▇▇ Mae);

(h) in respect of which the information set forth in the Asset Schedule and the Participation Agreement, is true and correct in all material respects;

(i) in respect of which Seller has obtained from each Person that may have an interest in such Asset all acknowledgments or approvals, if any, that are necessary to pledge such Asset as contemplated hereby;

(j) is intended to constitute a “security” as defined in the Uniform Commercial Code and is evidenced by a certificate;

(k) for which the related Sold MSRs relate to an Eligible Securitization Transaction and have been pledged to the Buyer hereunder;

(l) for which the Participation Certificate arose pursuant to a Participation Agreement that is in full force and effect; and

(m) which complies with the representations and warranties set forth on Schedule 1 hereto;

in each case as of the related Purchase Date and as of each day that such Asset shall be subject to a Transaction hereunder.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Expenses” means all present and future expenses reasonably incurred by or on behalf of Buyer in connection with the negotiation, execution or enforcement or the ongoing operations relating to this Agreement or any of the other PMH Documents, and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include any indemnification payments, the cost of title, lien, judgment and other record searches, reasonable attorneys’ fees, any ongoing audits or due diligence costs in connection with valuation, entering into Transactions or determining whether a Margin Deficit may exist, and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.

“Guarantor” has the meaning given to such term in the preamble to this Agreement.

“Margin Call” has the meaning set forth in Section 2.05(a).

“Margin Deadlines” has the meaning set forth in Section 2.05(b).

“Margin Deficit” has the meaning set forth in Section 2.05(a).

“Margin Excess” has the meaning set forth in Section 2.05(d).

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“Market Value” means, the fair market value of the Sold MSR Excess Spread PC, as reasonably determined by the Buyer.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document taken as a whole; (b) a material impairment of the ability of Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document to perform under any PMH Document and to avoid any Event of Default; (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any PMH Document against Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document; or (d) a material adverse effect on the rights and remedies of Seller under any of the PMH Documents.

“Net Payment Amount” means with respect to any MRA Payment Date, an amount equal to (i) the sum of the amounts payable by Seller pursuant to Sections 2.03, 2.04 or 2.05, as applicable, minus (ii) the amounts, if any, that will be payable to Seller hereunder or under the Participation Agreement.

“Notice” or “Notices” means all requests, demands and other communications, in writing (including facsimile transmissions and e-mails), sent by overnight delivery service, facsimile transmission, electronic transmission or hand-delivery to the intended recipient at the address specified in Section 10.04 or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

“Obligations” means (a) all of Seller’s indebtedness, obligations to pay the outstanding principal balance of the Purchase Price, together with interest thereon on the Termination Date, outstanding interest due on each MRA Payment Date, and other obligations and liabilities, to Buyer arising under, or in connection with, the PMH Documents, whether now existing or hereafter arising; (b) any and all sums reasonably incurred and paid by Buyer or on behalf of Buyer in order to preserve any Repurchase Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in this definition, the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Repurchase Asset, or of any exercise by Buyer of its rights under the PMH Documents, including reasonable attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity obligations to Buyer pursuant to the PMH Documents.

“Participation Certificate” means the Sold MSR Excess Spread PC, in form and substance acceptable to the Buyer and identified on Schedule 2 hereto.

“PMH Pricing Side Letter” means the letter agreement, dated as of the Closing Date, among Buyer, Seller and the Guarantor as the same may be amended from time to time.

“Price Differential Statement Date” has the meaning set forth in Section 2.04.

“Pricing Rate” shall have the meaning set forth in the PMH Pricing Side Letter.

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“Purchase Date” means, subject to the satisfaction of the conditions precedent set forth in Article V hereof, (i) the 25^th day of such month (or, if such 25^th day is not a Business Day, the next Business Day following such 25^th day) or (ii) each calendar week, the second (2^nd) Business Day of each such week (or if any such date is not a Business Day, the next succeeding Business Day) following one (1) Business Day’s written notice from Seller to Buyer, in each case on which a Transaction is entered into by Buyer pursuant to Section 2.02 or such other mutually agreed upon date as more particularly set forth on Exhibit A hereto.

“Purchase Price” means the price at which each Purchased Asset (or portion thereof) is transferred by Seller to Buyer, which shall equal:

on the Purchase Date, the product of (1) the Purchase Price Percentage and (2) the applicable Market Value; and

on any day after the Purchase Date, the amount determined under the immediately preceding clause (a) increased by the amount of any Margin Excess pursuant to Section 2.05(d) and decreased by the sum of (i) any Repurchase Price or any other amounts paid pursuant to Section 2.03, and (ii) the amounts transferred by the Seller to Buyer pursuant to Section 2.05(a).

“Purchase Price Percentage” has the meaning assigned to the term in the PMH Pricing Side Letter.

“Purchased Assets” means the collective reference to Sold MSR Excess Spread PC together with the Repurchase Assets related to such Sold MSR Excess Spread PC transferred by Seller to Buyer in a Transaction hereunder, listed on the related Asset Schedule attached to the related Transaction Notice.

“Records” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller, or any other person or entity with respect to the Purchased Assets or any other Repurchase Assets.

“Repurchase Assets” has the meaning set forth in Section 4.02(a).

“Repurchase Date” means the earlier of (i) the Termination Date or (ii) the date requested by Seller on which the Repurchase Price is paid pursuant to Section 2.03 hereof; provided, however, that the Repurchase Date shall not occur unless and until all Obligations (as defined in the PC Repurchase Agreement) related to the Participation Certificate due and owing to Issuer with respect to the related Sold MSR Excess Spread have been paid in full under the PC Repurchase Agreement.

“Repurchase Price” means the price at which Purchased Assets are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price for such Purchased Assets and the accrued but unpaid Price Differential as of the date of such determination.

“Required Reserve Amount” means, with respect to any MRA Payment Date, the amounts estimated to be due and owing by Seller pursuant Sections 2.03, 2.04 or 2.05.

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“Responsible Officer” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer or treasurer of such Person. The Responsible Officers of Seller and Guarantor as of the Closing Date are listed on Schedule 3 hereto.

“Seller” has the meaning given to such term in the preamble to this Agreement.

“Seller Termination Option” means (i) Buyer has or shall incur costs in connection with those matters provided for in Section 2.09 or 2.10 and (ii) Buyer requests that Seller pay to Buyer those costs in connection therewith.

“Sold MSRs” means MSRs relating to the Sold MSR Portfolio Mortgage Loans and which are subject to PMH’s rights, as purchaser, under the Excess Spread Participation Agreement, and as seller, under this Agreement.

“Taxes” has the meaning assigned to such term in Section 2.09(a).

“Termination Date” has the meaning assigned to such term in the PMH Pricing Side Letter.

“Transaction” has the meaning assigned to such term in the recitals to this Agreement.

“Transaction Notice” has the meaning assigned to such term in Section 2.02.

“Trigger Event” has the meaning assigned thereto in the PMH Subordination Agreement.

“Weekly Report Date” has the meaning set forth in Section 6.03.

Section 1.02 Interpretation.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended or modified from time to time;

(ii) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto;

(iii) defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders;

(iv) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

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(v) unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting;

(vi) in the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein, the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(vii) periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed and references in this Agreement to months and years shall be to months and calendar years unless otherwise specified;

(viii) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP;

(ix) “including” and words of similar import will be deemed to be followed by “without limitation”;

(x) references to any PMH Document (including this Agreement) and any other agreement shall be deemed a reference to such PMH Document or such PMH Document as it may be amended, restated, supplement or otherwise modified from time to time;

(xi) all references to payments or deliveries of “cash” shall be understood to mean “immediately available funds” or “available funds held in a deposit account,” as the context may require; and

(xii) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.

ARTICLE II

GENERAL TERMS

Section 2.01 Transactions. During the Commitment Period, and subject to the terms and conditions of this Agreement, Buyer agrees to enter into Transactions with Seller for the applicable Purchase Price. Seller may pay the Repurchase Price in whole or in part at any time during the Commitment Period, and additional Transactions may be entered into in accordance with the terms and conditions hereof. Buyer’s obligation to enter into Transactions pursuant to the terms of this Agreement shall terminate on the Termination Date. Notwithstanding the foregoing, Buyer shall have no commitment or obligation to enter into Transactions to the extent the Purchase Price of such Transaction exceeds the Asset Base (determined after giving effect to such proposed purchase).

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Section 2.02 Procedure for Entering into Transactions. (a) Seller may enter into Transactions with Buyer during the Commitment Period on any Purchase Date; provided, that Seller shall have given Buyer irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A hereto, (ii) shall be signed by a Responsible Officer of Seller and be received by Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify (A) the Dollar amount of the requested Purchase Price, (B) the requested Purchase Date, and (C) the information required to be included in the Asset Schedule with respect to the Participation Certificate and/or Sold MSR Portfolio Mortgage Loans subject of such Transaction in mutually acceptable electronic form. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $25,000.

(b) If Seller shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer will notify Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price. If all applicable conditions precedent set forth in Article V have been satisfied on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, Buyer shall pay the Purchase Price to Seller in Dollars and in immediately available funds to the account specified by Seller.

(c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated to include each of the Assets listed on the Asset Schedule attached to the Transaction Notice.

Section 2.03 Repurchase; Payment of Repurchase Price. (a) Seller hereby promises to repurchase the Purchased Assets and pay all outstanding Obligations on the related Repurchase Date.

(b) Without limiting the foregoing, on each MRA Payment Date, Seller shall sweep all amounts received with respect to the Excess Spread to the Dedicated Account in accordance with Section 6.12 hereof to be applied in accordance with Section 2.07 hereof.

(c) Seller may, at its option, prepay the Purchase Price in whole or in part at any time, together with accrued and unpaid Price Differential on the amount so prepaid, together with any breakage costs incurred by the Seller in connection with such prepayment.

Section 2.04 Price Differential. (a) On each MRA Payment Date, Seller hereby promises to pay to Buyer all accrued and unpaid Price Differential on the Transactions, as invoiced by Buyer two (2) Business Days prior to the related MRA Payment Date (the “Price Differential Statement Date”); provided that if Buyer fails to deliver such statement on the Price Differential Statement Date, on such MRA Payment Date Seller shall pay the amount which Seller calculates as the Price Differential due and upon delivery of the statement, Seller shall remit to Buyer any shortfall, or Buyer shall refund to Seller any excess, in the Price Differential paid. Price Differential shall accrue each day on the Purchase Price at a rate per annum equal to the Pricing Rate.

(b) In addition to the payment of the Price Differential, on each MRA Payment Date, Seller hereby promises to pay to Buyer all accrued and unpaid amounts representing Expenses, if any.

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Section 2.05 Margin Maintenance. (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “Margin Call”) by effectuating the transfer of cash to Buyer or the inclusion of additional Mortgage Loans to the Sold MSR Portfolio.

(b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2^nd) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “Margin Deadlines”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Each of the Seller and Buyer agrees that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

(c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05.

(d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effective on such date (such excess, a “Margin Excess”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to make a payment in Dollars in the amount of such Margin Excess.

Section 2.06 Payment Procedure. The Seller shall, subject to Section 6.12 hereof, deposit or cause to be deposited all amounts constituting collections, payments and proceeds of Assets (including all fees and proceeds of sale) in the Dedicated Account ,or in the case of related liquidation or insurance proceeds, as promptly as reasonably practical following receipt of any related liquidation or insurance proceeds. The Seller shall, subject to Section 6.12 hereof, cause the Subservicer to remit directly to the Dedicated Account all amounts that constitute collections, payments and proceeds of Assets owed by Subservicer to the Seller. The Seller absolutely, unconditionally, and irrevocably, shall make, or shall cause the Subservicer to make, all payments required to be made by the Seller hereunder whether or not sufficient amounts are on deposit in the Dedicated Account.

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Section 2.07 Net Payments. On each MRA Payment Date, Seller shall pay all amounts due and owing under Sections 2.03, 2.04 or 2.05; however, (i) prior to the occurrence of an Event of Default (as such term is defined in the PC Repurchase Agreement) and (ii) provided that all Obligations (as defined in the PC Repurchase Agreement) related to the Participation Certificate due and owing to the Issuer with respect to the related Sold MSR Excess Spread have been paid in full under the PC Repurchase Agreement, such payments shall be netted against amounts otherwise distributable to Seller hereunder or under the Participation Agreement, and such payment obligation shall be deemed paid and satisfied upon the payment of the Net Payment Amount for such MRA Payment Date.

Section 2.08 Recourse. Notwithstanding anything else to the contrary contained or implied herein or in any other PMH Document, Buyer shall have full, unlimited recourse against Seller and Guarantor and their respective assets in order to satisfy the Obligations.

Section 2.09 Taxes. (a) Any and all payments by Seller or Guarantor under or in respect of this Agreement or any other PMH Documents to which Seller or Guarantor is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), unless required by law. If Seller or Guarantor shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other PMH Documents to Buyer (including for purposes of this Section 2.09, any assignee, successor or participant), (i) Seller or Guarantor, as applicable, shall make all such deductions and withholdings in respect of Taxes, (ii) Seller or Guarantor, as applicable, shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller or Guarantor, as applicable, shall be increased as may be necessary so that after Seller or Guarantor, as applicable, has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 2.09) such Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “Non-Excluded Taxes” means Taxes other than, in the case of Buyer, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Buyer is organized, or any political subdivision thereof, unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other PMH Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

(b) In addition, Seller and Guarantor hereby agree to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other PMH Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other PMH Document (collectively, “Other Taxes”).

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(c) Seller and Guarantor hereby agree to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable by Seller or Guarantor, as applicable, under this Section 2.09 imposed on or paid by such Buyer and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by Seller and Guarantor provided for in this Section 2.09 shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Seller and Guarantor under the indemnity set forth in this Section 2.09(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor.

(d) Without prejudice to the survival of any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Section 2.09 shall survive the termination of this Agreement and the other PMH Documents. Nothing contained in this Section 2.09 shall require any Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

Section 2.10 Indemnity. The Seller agrees to indemnify the Buyer and to hold the Buyer harmless from any loss or expense that the Buyer may sustain or incur as a consequence of (i) a default by the Seller in payment when due of the Repurchase Price, Margin Deficit or Price Differential or (ii) a default by the Seller in making any prepayment of Repurchase Price after the Seller has given a notice thereof in accordance with Section 2.03.

Section 2.11 Dedicated Account. Amounts received on account of Excess Spread shall, promptly, in any event within two (2) Business Days after receipt, be deposited in the Dedicated Account. Upon the Termination Date and the payment of all amounts due by Seller hereunder, all amounts on deposit in the Dedicated Account with respect to the Excess Spread shall be remitted to Seller, to the extent that such funds are free and clear of any ▇▇▇▇▇▇ ▇▇▇ rights or other restrictions on transfer set forth in the Servicing Contracts.

Section 2.12 Reserved.

Section 2.13 Addition, Removal and Replacement of Sold MSR Portfolio Mortgage Loans.

(a) From time to time in accordance with the Excess Spread Participation Agreement, Sold MSR Portfolio Mortgage Loans may be added to the Sold MSR Portfolio of the Sold MSR Excess Spread PC in connection with a new confirmation being entered into thereunder. The Seller may elect to enter into a new Transaction under this Agreement with respect to such additional Mortgage Loans in accordance with Section 2.02 hereof.

(b) In addition, from time to time, Sold MSR Portfolio Mortgage Loans may be removed or replaced from the Sold MSR Portfolio related to the Excess Spread Participation Agreement in accordance with the terms of Article IV thereof. The Buyer and Seller shall cooperate to promptly update Schedule I to the Sold MSR Excess Spread PC in connection with any such removal or replacement.

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Section 2.14 Termination. (a) Notwithstanding anything to the contrary set forth herein, if a Seller Termination Option occurs, Seller may, upon five (5) Business Days’ prior notice of such event, terminate this Agreement and the Termination Date shall be deemed to have occurred (upon the expiration of the five (5) Business Days).

(b) In the event that a Seller Termination Option as described in clause (a) of the definition thereof has occurred and Seller has notified Buyer of its option to terminate this Agreement, Buyer shall have the right to withdraw such request for payment within three (3) Business Days of Seller’s notice of its exercise of the Seller Termination Option and Seller shall no longer have the right to terminate this Agreement.

(c) Seller shall remain responsible for all costs incurred by Buyer pursuant to Section 2.09 hereunder and any cost or expenses incurred by Buyer under the Indenture.

Section 2.15 PC Repurchase Agreement. Seller hereby agrees and acknowledges that any Transaction entered into pursuant to this Agreement is (i) subject to Buyer’s transfer of the Sold MSR Excess Spread PC to Issuer, and the related pledge of the Sold MSR Excess Spread to Issuer, pursuant to the PC Repurchase Agreement, and (ii) subject to and subordinate to (A) Issuer’s rights under the PC Repurchase Agreement and (B) Issuer’s security interest in the Sold MSR Excess Spread and the Sold MSR Excess Spread PC and rights under the PMH Subordination Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of Seller and Guarantor represents and warrants to Buyer as of the Closing Date and as of each Purchase Date for any Transaction that:

Section 3.01 Seller and Guarantor Existence. Each of Seller and Guarantor has been duly organized and is validly existing and in good standing under the laws of its state of formation.

Section 3.02 Licenses. Each of Seller and Guarantor is duly licensed or is otherwise qualified in each jurisdiction in which it transacts business for the business which it conducts and is not in default of any applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect and is not in default of such state’s applicable laws. Seller has the requisite power and authority and legal right to own, sell and ▇▇▇▇▇ ▇ ▇▇▇▇ on all of its right, title and interest in and to the Assets. Each of Seller and Guarantor has the requisite power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, each PMH Document and any Transaction Notice.

Section 3.03 Power. Each of Seller and Guarantor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

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Section 3.04 Due Authorization. Each of Seller and Guarantor has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the PMH Documents, as applicable. This Agreement, any Transaction Notice and the PMH Documents have been (or, in the case of PMH Documents and any Transaction Notice not yet executed, will be) duly authorized, executed and delivered by Seller and Guarantor, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Seller and Guarantor in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

Section 3.05 No Event of Default. There exists no Event of Default under Section 7.01 hereof, which default gives rise to a right to accelerate indebtedness as referenced in Section 7.03 hereof, under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money or to the repurchase of mortgage loans or securities.

Section 3.06 Solvency. Each of Seller and Guarantor is solvent and will not be rendered insolvent by any Transaction (including the inclusion therein of any Sold MSR Excess Spread by Seller) and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Neither Seller nor Guarantor intends to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. Seller is not selling and/or pledging any Repurchase Assets with any intent to hinder, delay or defraud any of its creditors.

Section 3.07 No Conflicts. The execution, delivery and performance by each of Seller and Guarantor of this Agreement, any Transaction Notice hereunder and the PMH Documents do not conflict with any term or provision of the organizational documents of Seller or Guarantor or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to Seller or Guarantor of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller or Guarantor, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement, obligation or Servicing Contract to which Seller or Guarantor is a party.

Section 3.08 True and Complete Disclosure. All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Seller, Guarantor or any Affiliate thereof or officer thereof, negotiation, preparation, or delivery of the PMH Documents are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading.

Section 3.09 Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under Applicable Law in connection with the execution, delivery and performance by Seller or Guarantor of this Agreement, any Transaction Notice and the PMH Documents.

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Section 3.10 Ownership. (a) Seller has good title to all of the Repurchase Assets, free and clear of all mortgages, security interests, restrictions, Liens and encumbrances of any kind other than the Liens created hereby or contemplated herein.

(b) Each item of the Repurchase Assets was acquired by Seller in the ordinary course of its business, in good faith, for value and without notice of any defense against or claim to it on the part of any Person.

(c) Except as provided in the PMH Subordination Agreement, there are no agreements or understandings between Seller and any other party which would modify, release, terminate or delay the attachment of the security interests granted to Buyer under this Agreement.

(d) The provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under the Repurchase Assets.

(e) Upon the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party” and Seller as “Debtor”, and describing the Repurchase Assets, in the recording offices of the Secretary of State of Delaware the security interests granted hereunder in the Repurchase Assets will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Seller in, to and under such Repurchase Assets which can be perfected by filing under the Uniform Commercial Code.

Section 3.11 Reserved.

Section 3.12 Investment Company. Neither Seller nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act.

Section 3.13 Chief Executive Office; Jurisdiction of Organization. On the Closing Date, Seller’s chief executive office, is, and has been, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. On the date hereof, Seller’s jurisdiction of organization is the State of Delaware. Seller shall provide Buyer with thirty (30) days advance notice of any change in Seller’s principal office or place of business or jurisdiction. Seller has no trade name. During the preceding five (5) years, Seller has not been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

Section 3.14 Location of Books and Records. The location where Seller keeps its books and records, including all computer tapes and records relating to the Repurchase Assets is its chief executive office.

Section 3.15 ERISA. Each Plan to which Seller, Guarantor or their Subsidiaries make direct contributions, and, to the knowledge of Seller and Guarantor, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law.

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Section 3.16 Plan Assets. Neither Seller nor Guarantor is an employee benefit plan as defined in Section 3(3) of Title I of ERISA that is subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or any entity that is deemed to hold Plan Assets, and the Purchased Assets and Repurchase Assets are not Plan Assets. Neither Seller nor Guarantor are subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA which would be violated by the Transactions contemplated hereunder.

Section 3.17 No Prohibited Persons. Neither Seller nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to the Seller’s knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of EO13224; (ii) whose name appears on OFAC’s most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including the OFAC website, http:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224; (iv) that is (1) the subject of any Sanctions or (2) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions; or (v) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (v) above are herein referred to as a Prohibited Person).

Section 3.18 Compliance with 1933 Act. Neither Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Participation Certificate, any interest in the Participation Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Participation Certificate, any interest in the Participation Certificate or any other similar security from, or otherwise approached or negotiated with respect to the Participation Certificate, any interest in the Participation Certificate or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Participation Certificate under the 1933 Act or which would render the disposition of the Participation Certificate a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

ARTICLE IV

CONVEYANCE; REPURCHASE ASSETS; SECURITY INTEREST

Section 4.01 Ownership. Upon payment (or deemed payment) of the Purchase Price, Buyer shall become the sole owner of the Purchased Assets and related Repurchase Assets, free and clear of all liens and encumbrances, but subject and subordinate to the rights of ▇▇▇▇▇▇ ▇▇▇ pursuant to the Acknowledgment Agreement and the ▇▇▇▇▇▇ Mae Requirements.

Section 4.02 Security Interest. (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (subject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ Mae Requirements), is hereinafter referred to as the “Repurchase Assets”:

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(i) all Assets identified on an Asset Schedule or Schedule 2 hereto;

(ii) all amounts due in respect of the Participation Certificate and the related Participation Agreement identified on Schedule 2 hereto;

(iii) all records, instruments or other documentation evidencing any of the foregoing;

(iv) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Participation Agreements); and

(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.

(b) Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder.

(c) The parties acknowledge that ▇▇▇▇▇▇ Mae has certain rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements, including the right to terminate the Buyer as Servicer and either market the servicing rights and seek competitive bids for all or part of the Servicing Rights or retain all or part of the Servicing Rights and arrange for the Appraised Market Value to be established, as more particularly set forth therein. To the extent that ▇▇▇▇▇▇ Mae requires a transfer of MSRs to a new servicer, and in order to secure the Buyer’s obligations (as Servicer) to effect such transfer, the Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the MSRs to such new servicer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

(d) Seller and Buyer hereby acknowledge and agree that the Buyer has sold and/or pledged its rights to the Repurchase Assets hereunder to the Issuer pursuant to the PC Repurchase Agreement, and Seller acknowledges the Lien as more particularly set forth in the PC Repurchase Agreement.

(e) The foregoing provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

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Section 4.03 Further Documentation. At any time and from time to time, upon the written request of Buyer, and at the sole expense of Seller, Seller will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any applicable jurisdiction with respect to the Liens created hereby.

Section 4.04 Limited Pledge of ▇▇▇▇▇▇ ▇▇▇ Servicing. Buyer acknowledges and agrees that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the Acknowledgment Agreement):

“The Security Interest described in this financing statement is subject and subordinate to all rights of ▇▇▇▇▇▇ Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest (as defined therein) among ▇▇▇▇▇▇ ▇▇▇, PennyMac Corp. (the “Servicer”), PennyMac Holdings, LLC, PennyMac Mortgage Investment Trust and Citibank, N.A., solely as Indenture Trustee under the Base Indenture, dated December 20, 2017, and not in its individual capacity, (ii) the terms of a Subordination of Interest Agreement, with respect to the Security Interest (as defined therein), among ▇▇▇▇▇▇ Mae, the Servicer and PennyMac Holdings, LLC, and (iii) the Mortgage Selling and Servicing Contract, the ▇▇▇▇▇▇ ▇▇▇ Selling Guide, the ▇▇▇▇▇▇ Mae Servicing Guide and all supplemental servicing instructions or directives provided by ▇▇▇▇▇▇ ▇▇▇, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between ▇▇▇▇▇▇ Mae and the Servicer, and all as amended, restated or supplemented from time to time (collectively, the “▇▇▇▇▇▇ ▇▇▇ Lender Contract”), which rights include the right of ▇▇▇▇▇▇ Mae to terminate the ▇▇▇▇▇▇ ▇▇▇ Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.”

Section 4.05 Changes in Locations, Name, etc. Seller shall not (a) change the location of its chief executive office/chief place of business from that specified in Section 3.13 or (b) change its name or identity, unless it shall have given Buyer at least thirty (30) days’ prior written notice thereof and shall have delivered to Buyer all Uniform Commercial Code financing statements and amendments thereto as Buyer shall request and taken all other actions deemed necessary by Buyer to continue its perfected status in the Repurchase Assets with the same or better priority.

Section 4.06 Buyer’s Appointment as Attorney-in-Fact. (a) Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in

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Buyer’s discretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to, Seller to do the following:

(i) in the name of Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Repurchase Asset whenever payable;

(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets;

(iii) request distribution to Buyer of a portion of any sale proceeds or any applicable contract termination fees related to Excess Spread arising from the sale or termination of such MSRs and remaining after satisfaction of Seller’s relevant obligations; and

(iv) (A) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any portion thereof and to enforce any other right in respect of any Repurchase Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Repurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do.

(b) Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until such time as all Obligations have been paid in full and this Agreement is terminated.

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(c) Seller also authorizes Buyer, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets.

(d) The powers conferred on Buyer are solely to protect Buyer’s interests in the Repurchase Assets and shall not impose any duty upon Buyer to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Buyer nor any of its officers, directors, or employees shall be responsible to Seller for any act or failure to act hereunder, except for Buyer’s own gross negligence or willful misconduct.

Notwithstanding anything to the contrary herein or any of the other PMH Documents, any appointment set forth in this Section 4.06, as well as the Buyer’s exercise (or purported exercise) of any right, power or authority given by the Seller hereunder, shall be subject to the ▇▇▇▇▇▇ ▇▇▇ Lender Contract and Acknowledgment Agreement and any and all instruments, agreements, invoices or other writings which give rise to or otherwise evidence any of the MSRs.

Section 4.07 Performance by Buyer of Seller’s Obligations. If Seller fails to perform or comply with any of its agreements contained in the PMH Documents and Buyer may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable (under the circumstances) out-of-pocket expenses of Buyer actually incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Pricing Rate shall be payable by Seller to Buyer on demand and shall constitute Obligations. Such interest shall be computed on the basis of the actual number of days in the Commitment Period and a 360 day year.

Section 4.08 Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds of Repurchase Assets received by Seller consisting of cash, checks and other liquid assets readily convertible to cash items shall be held by Seller in trust for Buyer, segregated from other funds of Seller, and shall forthwith upon receipt by Seller be turned over to Buyer in the exact form received by Seller (duly endorsed by Seller to Buyer, if required) and (b) any and all such proceeds received by Buyer (whether from Seller or otherwise) may, in the sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Agreement shall have been terminated shall be paid over to Seller or to whomsoever may be lawfully entitled to receive the same. Notwithstanding anything to the contrary herein or in any of the other PMH Documents, the provisions of this Section 4.08 shall be subject to the applicable Servicing Contracts and the Acknowledgment Agreement entered into with ▇▇▇▇▇▇ Mae.

Section 4.09 Remedies. If an Event of Default shall occur and be continuing, Buyer may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code (including Buyer’s rights to a strict foreclosure under Section 9-620 of the Uniform Commercial Code). Without

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limiting the generality of the foregoing, Buyer may seek the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of Seller or any of Seller’s property. Without limiting the generality of the foregoing, Buyer may terminate a Participation Interest in accordance with the applicable Participation Agreement. Without limiting the generality of the foregoing, Buyer without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required under this Agreement or by law referred to below) to or upon Seller or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Repurchase Assets, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Repurchase Assets or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of Buyer or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Buyer shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Repurchase Assets so sold, free of any right or equity of redemption in Seller, which right or equity is hereby waived or released. Seller further agrees, at Buyer’s request, to assemble the Repurchase Assets and make it available to Buyer at places which Buyer shall reasonably select, whether at Seller’s premises or elsewhere. Buyer shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable (under the circumstances) out-of-pocket costs and expenses of every kind actually incurred therein or incidental to the care or safekeeping of any of the Repurchase Assets or in any way relating to the Repurchase Assets or the rights of Buyer hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as Buyer may elect, and only after such application and after the payment by Buyer of any other amount required or permitted by any provision of law, including Section 9-615 of the Uniform Commercial Code, need Buyer account for the surplus, if any, to Seller. To the extent permitted by Applicable Law, Seller waives all claims, damages and demands it may acquire against Buyer arising out of the exercise by Buyer of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of Buyer. If any notice of a proposed sale or other disposition of Repurchase Assets shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Seller shall remain liable for any deficiency (plus accrued interest thereon as contemplated herein) if the proceeds of any sale or other disposition of the Repurchase Assets are insufficient to pay the Obligations and the fees and disbursements in amounts reasonable under the circumstances, of any attorneys employed by Buyer to collect such deficiency. Notwithstanding anything to the contrary herein or in any of the other PMH Documents, the remedies set forth in this Section 4.09 shall be subject to the applicable Servicing Contracts and the Acknowledgment Agreement entered into with ▇▇▇▇▇▇ ▇▇▇.

Section 4.10 Limitation on Duties Regarding Preservation of Repurchase Assets. Buyer’s duty with respect to the custody, safekeeping and physical preservation of the Repurchase Assets in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as Buyer deals with similar property for its own account. Neither Buyer nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Repurchase Assets or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Repurchase Assets upon the request of Seller or otherwise.

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Section 4.11 Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Repurchase Assets are irrevocable and powers coupled with an interest.

Section 4.12 Release of Security Interest. Upon the latest to occur of (a) the repayment to Buyer of all Obligations and the performance of all obligations under the PMH Documents, and (b) the occurrence of the Termination Date, Buyer shall release its security interest in any remaining Repurchase Assets hereunder and shall promptly execute and deliver to Seller such documents or instruments as Seller shall reasonably request to evidence such release; provided, that such release shall not be required until such time as the Acknowledgment Agreement is terminated.

Section 4.13 Reinstatement. All security interests created by this Article IV shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any Obligation of Seller or Guarantor is rescinded or must otherwise be restored or returned by the Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Seller or Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Seller or Guarantor or any substantial part of its property, or otherwise, all as if such release had not been made.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01 Initial Transaction. The obligation of Buyer to enter into Transactions with the Seller hereunder is subject to the satisfaction, immediately prior to or concurrently with the entering into such Transaction, of the condition precedent that Buyer shall have received all of the following items, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(a) PMH Documents. The PMH Documents, in all instances duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver.

(b) Security Interest. Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and Repurchase Assets have been taken, including duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.

(c) Organizational Documents. A certificate of the corporate secretary of each of Seller and Guarantor in form and substance acceptable to Buyer, attaching certified copies of Seller’s and Guarantor’s charter, bylaws and corporate resolutions approving the PMH Documents and transactions thereunder (either specifically or by general resolution) and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the PMH Documents.

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(d) Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of Seller and Guarantor, dated as of no earlier than the date 10 Business Days prior to the Closing Date.

(e) Incumbency Certificate. An incumbency certificate of the corporate secretary of each of Seller and Guarantor, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the PMH Documents.

(f) Participation Agreements. Fully executed copies of the Participation Agreement.

(g) Fees. Payment of any fees to the Buyer hereunder.

Section 5.02 All Transactions. The obligation of Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent:

(a) Due Diligence Review. Without limiting the generality of Section 10.08 hereof, Buyer shall have completed, to its satisfaction, its due diligence review of the related Assets and Seller and Guarantor.

(b) Transaction Notice and Asset Schedule. In accordance with Section 2.02 hereof, Buyer shall have received from Seller a Transaction Notice with an updated Asset Schedule which includes Assets related to a proposed Transaction hereunder on such Business Day.

(c) No Margin Deficit. After giving effect to each new Transaction, the aggregate outstanding amount of the Purchase Price shall not exceed the Asset Base then in effect.

(d) No Default. No Default or Event of Default shall have occurred and be continuing.

(e) Requirements of Law. Buyer shall not have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into any Transaction.

(f) Representations and Warranties. Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Seller in each PMH Document shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

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(g) Assets. Buyer shall have received a copy of the Participation Agreement, which Buyer shall have determined, prior to entering into the first Transaction related to an Asset that relates to such Participation Agreement, is in form and substance satisfactory to Buyer in its sole discretion.

(h) Participation Certificate. Buyer shall have received the original Participation Certificate registered into the name of the Buyer.

(i) Financing Statements. All financing statements, amendments to financing statements and other documents required to be recorded or filed in order to perfect the Buyer’s security interest in such Assets, and protect such Assets and the other related Assets against all creditors of, and purchasers from, Seller and all other Persons whatsoever have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings have been paid in full.

(j) PC Repurchase Agreement. All conditions to the Buyer entering into a related transaction with the Issuer under the PC Repurchase Agreement have been satisfied.

ARTICLE VI

COVENANTS

Seller covenants and agrees that until the payment and satisfaction in full of all Obligations, whether now existing or arising hereafter, shall have occurred:

Section 6.01 Financial Covenants. Seller shall at all times comply with all financial covenants and/or financial ratios set forth in Section 2 of the PMH Pricing Side Letter.

Section 6.02 Prohibition of Fundamental Changes. Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving entity; and provided further, that if after giving effect thereto, no Default would exist hereunder.

Section 6.03 Weekly Reporting. Seller shall at all times maintain a current list (which may be stored in electronic form) of all Assets. Seller shall deliver to Buyer on the third (3^rd) Business Day of each week (the “Weekly Report Date”) a cumulative Asset Schedule as of the last Business Day of the preceding week, each of which, when so delivered, shall replace the current Asset Schedule and which may be delivered in electronic form. As of each Weekly Report Date, Seller hereby certifies, represents and warrants to Buyer that each such updated Asset Schedule is true, complete and correct in all material respects.

Section 6.04 No Adverse Claims. Seller warrants and will defend the right, title and interest of Buyer in and to all Purchased Assets and the related Repurchase Assets against all adverse claims and demands.

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Section 6.05 Assignment. Except as permitted herein, Seller shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Documents), any of the Purchased Assets or any interest therein, provided that this Section 6.04 shall not prevent any transfer of Purchased Assets in accordance with the Program Documents.

Section 6.06 Security Interest. Seller shall do all things necessary to preserve the Purchased Assets and the related Repurchase Assets so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller will comply with all rules, regulations and other laws of any Governmental Authority and cause the Purchased Assets or the related Repurchase Assets to comply with all applicable rules, regulations and other laws. Seller will not allow any default for which Seller is responsible to occur under any Purchased Assets or the related Repurchase Assets or any PMH Document and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the related Repurchase Assets and any PMH Document.

Section 6.07 Records. (a) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets and the related Repurchase Assets in accordance with industry custom and practice for assets similar to the Purchased Assets and the related Repurchase Assets, including those maintained pursuant to Section 6.08, and all such Records shall be in Seller’s possession unless Buyer otherwise approves. Seller will not allow any such papers, records or files that are an original or an only copy to leave Seller’s possession. Seller will maintain all such Records in good and complete condition in accordance with industry practices for assets similar to the Purchased Assets and the related Repurchase Assets and preserve them against loss.

(b) For so long as Buyer has an interest in or lien on any Purchased Assets or Repurchase Assets, Seller will hold or cause to be held all related Records in trust for Buyer, subject in all cases to the ▇▇▇▇▇▇ ▇▇▇ Requirements. Seller shall notify, or cause to be notified, every other party holding any such Records of the interests and liens in favor of Buyer granted hereby.

(c) Upon reasonable advance notice from Buyer, Seller shall (x) make any and all such Records available to Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Buyer or its authorized agents to discuss the affairs, finances and accounts of Seller with its chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Seller with its independent certified public accountants.

Section 6.08 Books. Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets to Buyer.

Section 6.09 Material Change in Business. Neither Seller nor Guarantor shall make any material change in the nature of its business as carried on at the Closing Date.

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Section 6.10 Applicable Law. Seller and Guarantor shall comply with the requirements of all Applicable Laws of any Governmental Authority.

Section 6.11 Existence. Each of Seller and Guarantor shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.

Section 6.12 Collections on Sold MSR Excess Spread. So long as no Event of Default (as such term is defined in the PC Repurchase Agreement) has occurred, Seller shall be permitted to offset, net, withdraw or direct the withdrawal or remittance of any amounts which have been or are to be deposited into the Dedicated Account provided that prior to any offset, net, withdraw or direct the withdrawal or remittance of any such amounts, Seller shall deposit funds into the Dedicated Account until the amounts on deposit therein are at least equal to the Required Reserve Amount for the next succeeding MRA Payment Date. Upon the occurrence of an Event of Default (as such term is defined in the PC Repurchase Agreement), Seller shall be required to deposit or cause to be deposited all amounts constituting Collections and payments and proceeds of Assets (including all fees and proceeds of sale) in the Dedicated Account in accordance with Sections 5.03(a) of the Excess Spread Participation Agreement without exercising any right of offset, netting or withdrawal. Any remittances to the Dedicated Account pursuant to this Section 6.12 shall only occur to the extent that such funds are free and clear of any ▇▇▇▇▇▇ Mae rights or other restrictions on transfer set forth in the Servicing Contracts.

Section 6.13 Chief Executive Office; Jurisdiction of Organization. Seller shall not move its chief executive office from the address referred to in Section 3.13 or change its jurisdiction of organization from the jurisdiction referred to in Section 3.13 unless it shall have provided Buyer at least thirty (30) days’ prior written notice of such change.

Section 6.14 Taxes. Seller and Guarantor shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

Section 6.15 True and Correct Information. All required financial statements, information and reports delivered by Seller and Guarantor to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

Section 6.16 No Pledge. Except as contemplated herein, neither Seller nor Guarantor shall pledge, grant a security interest or assign any existing or future rights to service any of the Repurchase Assets or to be compensated for servicing any of the Repurchase Assets, or pledge or grant to any other Person any security interest in any Assets.

Section 6.17 Plan Assets. Seller shall not act on behalf of an employee benefit plan as defined in Section 3(3) of Title I of ERISA that is subject to Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975(e)(1) of the Code. Seller shall not use Plan Assets to engage in this Agreement or any Transaction hereunder if it

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would cause the Buyer to incur any prohibited transaction excise tax penalties under Section 4975 of the Code or otherwise constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or on Section 4975 of the Code. Transactions to or with Seller or Guarantor shall not be subject to any state or local statute regulating investments of or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

Section 6.18 Sharing of Information. Seller and Guarantor shall allow Buyer to exchange information related to Seller and Guarantor and the Transactions hereunder with noteholders or other third party lenders or investors and Seller and Guarantor shall permit each such person to share such information with Buyer.

Section 6.19 No Modification of the Participation Agreements. Seller shall not consent, with respect to the Participation Agreement to (i) the modification, amendment or termination of such Participation Agreement, (ii) the waiver of any provision of such Participation Agreement or (iii) the assignment, transfer, or material delegation of any of its rights or obligations, under the Participation Agreement, without the prior written consent of (a) Buyer, exercised in Buyer’s sole discretion, and (b) during the term of the PC Repurchase Agreement, the Issuer, exercised at the written direction of the Indenture Trustee on behalf of the Noteholders. Notwithstanding anything to the contrary herein or any of the other PMH Documents, ▇▇▇▇▇▇ ▇▇▇ has the absolute and unconditional right to modify the ▇▇▇▇▇▇ Mae Lender Contract at any time.

ARTICLE VII

DEFAULTS/RIGHTS AND REMEDIES OF BUYER UPON DEFAULT

Section 7.01 Events of Default. Each of the following events or circumstances shall constitute an “Event of Default”:

(a) Payment Failure. Failure of Seller (which failure continues for a period of two (2) Business Days following written notice (which may be in electronic form) from Buyer) to (i) make any payment of Price Differential or Repurchase Price or any other sum which has become due, on an MRA Payment Date or otherwise, whether by acceleration or otherwise, under the terms of this Agreement, or (ii) cure any Margin Deficit when due pursuant to Section 2.05 hereof.

(b) Assignment. Assignment or attempted assignment by Seller or Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of Buyer, or the granting by Seller of any security interest, lien or other encumbrances on any Purchased Assets or Repurchase Assets to any person other than Buyer.

(d) Immediate Breach of Representation or Covenant or Obligation. A breach by Seller of any of the representations, warranties or covenants or obligations set forth in Sections 3.01 (Seller and Guarantor Existence), 3.06 (Solvency), 6.02 (Prohibition of Fundamental Changes), 6.11 (Existence), 6.16 (No Pledge), or 6.17 (Plan Assets) of this Agreement.

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(e) Additional Breach of Representation or Covenant. A material breach by Seller or Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 7.01(d) above), if such breach is not cured within thirty (30) days.

(f) Guarantor Breach. A breach by Guarantor of any material representation, warranty or covenant set forth in the PMH Repo Guaranty or any other PMH Document if such breach is not cured within thirty (30) days, any “event of default” by Guarantor under the PMH Repo Guaranty, any repudiation of the PMH Repo Guaranty by Guarantor, or if the PMH Repo Guaranty is not enforceable against Guarantor.

(g) Change in Control. The occurrence of a Change in Control.

(h) Government Action. Any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of Seller, Guarantor or any Affiliate thereof, or shall have taken any action to displace the management of Seller, Guarantor or any Affiliate thereof or to curtail its authority in the conduct of the business of Seller, Guarantor or any Affiliate thereof, or takes any action in the nature of enforcement to remove, limit or restrict the approval of Seller, Guarantor or Affiliate thereof as an issuer, buyer or a seller/servicer of Mortgage Loans or securities backed thereby, and such action provided for in this subparagraph (h) shall not have been discontinued or stayed within thirty (30) days.

(i) Inability to Perform. A Responsible Officer of Seller or Guarantor shall admit its inability to, or its intention not to, perform any of Seller’s Obligations or Guarantor’s obligations hereunder or the PMH Repo Guaranty.

(j) Security Interest. This Agreement shall for any reason cease to create a valid security interest in any material portion of the Repurchase Assets purported to be covered hereby.

(k) Financial Statements. Seller’s or Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller or Guarantor as a “going concern” or a reference of similar import.

(l) Validity of Agreement. For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Lien granted pursuant thereto shall fail to be perfected and of first priority, or Seller or any Affiliate of Seller shall seek to disaffirm, terminate, limit or reduce its obligations hereunder or Guarantor’s obligations under the PMH Repo Guaranty.

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(m) Improper Transfer of Participation Certificate. Except pursuant to the PC Repurchase Agreement, Seller sells and/or contributes the Participation Certificate to any Person other than the Buyer.

(n) Trigger Event. A Trigger Event shall have occurred and Seller shall have failed to repay the Purchase Price on account of all Sold MSR Excess Spread that constitutes Repurchase Assets within three (3) Business Days thereof.

Section 7.02 No Waiver. An Event of Default shall be deemed to be continuing unless expressly waived by the Buyer in writing.

Section 7.03 Due and Payable. Upon the occurrence of any Event of Default which has not been waived in writing by Buyer, Buyer may, by notice to Seller, declare all Obligations to be immediately due and payable, and any obligation of Buyer to enter into Transactions with Seller shall thereupon immediately terminate. Upon such declaration, the Obligations shall become immediately due and payable, both as to Purchase Price outstanding and Price Differential, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or other evidence of such Obligations to the contrary notwithstanding, except with respect to any Event of Default set forth in Section 7.01(c), in which case all Obligations shall automatically become immediately due and payable without the necessity of any notice or other demand, and any obligation of Buyer to enter into Transactions with Seller shall immediately terminate. Buyer may enforce payment of the same and exercise any or all of the rights, powers and remedies possessed by Buyer, whether under this Agreement or any other PMH Document or afforded by Applicable Law.

Section 7.04 Fees. The remedies provided for herein are cumulative and are not exclusive of any other remedies provided by law. Seller agrees to pay to Buyer reasonable attorneys’ fees and reasonable legal expenses incurred in enforcing Buyer’s rights, powers and remedies under this Agreement and each other PMH Document.

Section 7.05 Default Rate. Without regard to whether Buyer has exercised any other rights or remedies hereunder, if an Event of Default shall have occurred and be continuing, the applicable Pricing Rate shall be increased as set forth in the PMH Pricing Side Letter, but in no event shall the Pricing Rate exceed the maximum amount permitted by law.

ARTICLE VIII

ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS;

SEPARATE ACTIONS BY BUYER

Section 8.01 Entire Agreement. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement of the parties hereto and supersedes any and all prior or contemporaneous agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or any of the PMH Documents, nor consent to the departure by Seller therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which it is given.

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Section 8.02 Waivers, Separate Actions by Buyer. Any amendment or waiver effected in accordance with this Article VIII shall be binding upon Buyer and Seller; and Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this Agreement or any of the PMH Documents, or to exercise any right or remedy hereunder or thereunder, shall not constitute a waiver by Buyer of any such term, condition or other provision or Default or Event of Default in connection therewith, nor shall a single or partial exercise of any such right or remedy preclude any other or future exercise, or the exercise of any other right or remedy; and any waiver of any such term, condition or other provision or of any such Default or Event of Default shall not affect or alter this Agreement or any of the PMH Documents, and each and every term, condition and other provision of this Agreement and the PMH Documents shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default or Event of Default in connection therewith. An Event of Default hereunder or under any of the PMH Documents shall be deemed to be continuing unless and until waived in writing by Buyer, as provided in Section 7.02.

ARTICLE IX

SUCCESSORS AND ASSIGNS

Section 9.01 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, any portion thereof, or any interest therein. Seller shall not have the right to assign all or any part of this Agreement or any interest herein without the prior written consent of Buyer.

ARTICLE X

MISCELLANEOUS

Section 10.01 Survival. This Agreement and the other PMH Documents and all covenants, agreements, representations and warranties herein and therein and in the certificates delivered pursuant hereto and thereto, shall survive the entering into of the Transaction and shall continue in full force and effect so long as any Obligations are outstanding and unpaid.

Section 10.02 Arms-Length Transaction. The parties hereto agree that, notwithstanding any affiliation that may exist between Seller and Buyer, this Agreement and the other PMH Documents between Seller and Buyer shall be administered solely on an arms-length basis.

Section 10.03 Governing Law; Jurisdiction, Waiver of Jury Trial: Waiver of Damages. (a) This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Seller acknowledges that the obligations of Buyer hereunder or otherwise are not the subject of any guaranty by, or recourse to, any direct or indirect parent or other Affiliate of Buyer. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

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(b) EACH OF SELLER AND GUARANTOR HEREBY WAIVES TRIAL BY JURY. EACH OF SELLER AND GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PMH DOCUMENTS IN ANY ACTION OR PROCEEDING. EACH OF SELLER AND GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PMH DOCUMENTS.

(c) Seller further irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Seller at the address set forth in Section 10.04 hereof.

(d) Nothing herein shall affect the right of Buyer to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Seller in any other jurisdiction.

(e) Seller waives the posting of any bond otherwise required of Buyer in connection with any judicial process or proceeding to enforce any judgment or other court order entered in favor of Buyer, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction this Agreement or any of the other PMH Documents.

Section 10.04 Notices. Any and all notices (with the exception of Transaction Notices, which shall be delivered via facsimile only), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

If to Buyer:

PennyMac Corp.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇

Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇/(▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇; ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇

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with a copy to:

PennyMac Corp.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇

Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

If to Seller or Guarantor:

PennyMac Holdings, LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇

Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇/(▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇; ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇

With copy to:

PennyMac Holdings, LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇

Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇

E-mail: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Section 10.05 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. In case any provision in or obligation under this Agreement or any other PMH Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 10.06 Section Headings. The Article and Section headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 10.07 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.08 Periodic Due Diligence Review. Seller and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Days) prior notice

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unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantor.

Section 10.09 Hypothecation or Pledge of Repurchase Assets. Subject to the Acknowledgment Agreement and the ▇▇▇▇▇▇ Mae Requirements, Buyer shall have free and unrestricted use of all Repurchase Assets and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with all or a portion of the Repurchase Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating all or a portion of the Repurchase Assets.

Section 10.10 Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller and Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer, Seller or Guarantor, as applicable, except for (i) disclosure to Buyer’s, Seller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other PMH Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer.

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(b) Notwithstanding anything in this Agreement to the contrary, Seller shall comply with all applicable local, state and federal laws, including, all privacy and data protection law, rules and regulations that are applicable to the Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the GLB Act, and Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate which Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller. Seller shall notify Buyer promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate provided directly to Seller by Buyer or an Affiliate. Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Section 10.11 Set-off. In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Seller or Guarantor, any such notice being expressly waived by Seller and Guarantor to the extent permitted by Applicable Law to set-off and appropriate and apply against any Obligation from Seller, Guarantor or any Affiliate thereof to Buyer any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return funds to Seller), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer to or for the credit or the account of Seller, Guarantor or any Affiliate thereof. Buyer agrees promptly to notify Seller or Guarantor after any such set off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set off and application.

Section 10.12 Intent. (a) The parties recognize that each Transaction is a “master netting agreement” as that term is defined in Section 101 of Title 11 of the United States Code, and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the United States Code.

(b) It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 7.03 hereof is a contractual right to liquidate such Transaction as described in Section 555 and Section 561 of Title 11 of the United States Code.

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(c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the FDIA, then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the FDICIA and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(e) This Agreement is intended to be a “securities contract,” within the meaning of Section 555 under the Bankruptcy Code, and a “master netting agreement,” within the meaning of Section 561 under the Bankruptcy Code.

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IN WITNESS WHEREOF, Seller, Guarantor and Buyer have caused this Master Repurchase Agreement to be executed and delivered by their duly authorized officers or trustees as of the date first above written.


PENNYMAC CORP., as Buyer

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director, Treasurer

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PENNYMAC HOLDINGS, LLC, as Seller

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director, Treasurer

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PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director, Treasurer

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SCHEDULE 1

REPRESENTATIONS AND WARRANTIES REGARDING

PARTICIPATION CERTIFICATE

The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificate subject to a Transaction, as of the date of this Agreement, the date of any Transaction, and while the PMH Documents are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificate if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificate.

(a) The Participation Certificate is a Participation Interest in the Excess Spread evidenced by such Participation Certificate.

(b) Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge, except as provided pursuant to this Agreement.

(c) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration.

(d) The Participation Certificate (i) is not dealt in or traded on a securities exchange or in a securities market, (ii) does not by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is not investment property or (iv) is not held in a deposit account. For purposes of this paragraph (d), capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code.

(e) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the Participation Agreement and is certificated.

(f) The Participation Certificate has been duly and validly issued.

Schedule 1-1

(g) All consents of any Person required for the grant of the security interests in the Participation Certificate to Buyer provided for herein have been obtained and are in full force and effect.

(h) Upon delivery to the Buyer of the Participation Certificate (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, Seller has pledged to Buyer all of its right, title and interest to the Participation Certificate to Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate.

(i) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of Buyer.

(j) The Participation Certificate is an Eligible Asset.

(k) Participation Agreement.

(i) The Participation Agreement with respect to the Assets is in full force and effect and, except to the extent approved in writing by Buyer, the terms of the Participation Agreement have not been impaired, altered or modified in any respect.

(ii) A true and correct copy of the Participation Agreement has been delivered to Buyer.

(iii) Seller has complied with all terms of the Participation Agreement subject to a Transaction hereunder and has fulfilled all obligations with respect thereto.

(iv) Except to the extent approved in writing by Buyer, there is no material default, breach, violation or event of acceleration existing under the Participation Agreement and no event has occurred which, with the passage of time or giving of notice or both and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of termination thereunder, and Seller has not waived any such default, breach, violation or event of termination.

(v) The Participation Agreement is genuine, and is the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, by other insolvency laws or by general principles of equity. Seller had legal capacity to enter into the Participation Agreement, and the Participation Agreement has been duly and properly executed by Seller.

(vi) Pursuant to the Participation Agreement, to the extent the sale would be re-characterized, Seller grants to the holder a valid security interest in all the right, title and interest of Seller in and to the Excess Spread, which security interest is perfected and of first priority, enforceable against, creating an interest prior in right to, all creditors of Seller.

Schedule 1-2

SCHEDULE 2

PARTICIPATION AGREEMENT AND PARTICIPATION CERTIFICATE

Participation Agreement

Third Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of December 20, 2017, between PennyMac Holdings, LLC, as purchaser, and PennyMac Corp., as seller, as amended, restated or modified from time to time.

Participation Certificate

Sold MSR Excess Spread PC

Schedule 2-1

SCHEDULE 3

RESPONSIBLE OFFICERS – SELLER

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Responsible Officers for execution of PMH Documents and amendments


Name	Title	Signature

▇▇▇▇▇▇ ▇▇▇▇▇	Managing Director, Treasurer

Responsible Officers for execution of Transaction Notices and day-to-day operational functions


Name	Title	Signature

▇▇▇▇▇▇ ▇▇▇▇▇	Managing Director, Treasurer


▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	Managing Director, Portfolio Risk Management


▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	Managing Director, Capital Markets


▇▇▇▇▇▇▇ ▇▇▇▇▇▇	Authorized Representative


▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	Authorized Representative

RESPONSIBLE OFFICERS—GUARANTOR


Name	Title	Signature

▇▇▇▇▇▇ ▇▇▇▇▇	Managing Director, Treasurer

Schedule 3-1

EXHIBIT A

FORM OF TRANSACTION NOTICE

Dated: [_________]

PennyMac Corp.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇

TRANSACTION NOTICE

Ladies and Gentlemen:

We refer to the Master Repurchase Agreement, dated as of December 20, 2017 (the “Agreement”), among PennyMac Holdings, LLC (the “Seller”), PennyMac Corp. (the “Buyer”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Each capitalized term used but not defined herein shall have the meaning specified in the Agreement. This notice is being delivered by Seller pursuant to Section 2.02 of the Agreement.

Please be notified that Seller hereby irrevocably requests that the Buyer enter into the following Transaction(s) with the Seller as follows:


Purchase Price of Transaction		Amount of Asset Base		Outstanding Purchase Price

The requested Purchase Date is _______________.

Seller requests that the proceeds of the Purchase Price be deposited in Seller’s account at _______, ABA Number _______, account number ____, References: _____, Attn: ___________________.

Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the PMH Documents to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be subject to the requested Transaction.

Exhibit A-1


PENNYMAC HOLDINGS, LLC

By:

Name:

Title:

Exhibit A-2

[Asset Schedule]

Exhibit A-3

MASTER REPURCHASE AGREEMENT among PENNYMAC HOLDINGS, LLC (“Seller”) and PENNYMAC CORP. (“Buyer”) and PENNYMAC MORTGAGE INVESTMENT TRUST (“Guarantor”) Dated as of December 20, 2017

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