MSR SERVICING AGREEMENT

SECTION 1. Amendment. Exhibit A of the Existing Spread Agreement is hereby amended by deleting it in its entirety and replacing it with the form attached hereto as Exhibit A.

SECTION 2. Conditions Precedent.  This Amendment shall become effective as of the date first set forth above (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

2.1 Delivered Documents.  On the Amendment Effective Date, each party shall have received the following documents, each of which shall be satisfactory to such party in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Seller and the Purchaser; and

(b) such other documents as such party or counsel to such party may reasonably request.

SECTION 3. Representations and Warranties.  Each party represents that it is in compliance in all material respects with all the terms and provisions set forth in the Existing Spread Agreement on its part to be observed or performed.

SECTION 4. Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Spread Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 5. GOVERNING LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 6. Counterparts.  This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

SECTION 7. Conflicts.  The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Spread Agreement, the provisions of this Amendment shall control.

This Confirmation supplements, forms part of and is subject to the Master Spread Acquisition and MSR Servicing Agreement dated as of February 1, 2013, between PennyMac Loan Services, LLC, as seller, and [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC], as purchaser, as amended and supplemented from time to time (the “Master Agreement”).  All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

The terms of the Transaction to which this Confirmation relates are as follows:

Primary Portfolio:

As set forth in Schedule I hereto.

Transaction Settlement Date:

___________, 20____.

Transaction Base Servicing Fee Rate:

[____] basis points (per annum)

Transaction Remittance Date:

[__]th day of each month

Transaction Purchase Price Percentage:

_______%

Transaction Excess Spread Percentage:

_______%

Transaction Asset Purchase Agreement:

Transaction Threshold Percentage:

[___%]

Allowed Retention Percentage:

As set forth opposite the applicable Excess Refinancing Percentage in the table set forth below.

Cut-off Date

___________, 20____.

Other:

In the event Seller, (i) whether voluntarily or involuntarily, transfers the Servicing Rights related to the Mortgage Loans in any Primary Portfolio or Secondary Portfolio and receives any termination fee or other compensation or proceeds in connection with such transfer (the “Transfer Proceeds”), or (ii) recovers under any purchase agreement governing the acquisition of the Servicing Rights any indemnity or reimbursement proceeds or other amounts relating to the purchase price of such Servicing Rights, including, without limitation, any amounts recovered with respect to early payoffs or early payment defaults (the “Recovery Proceeds” and, together with the Transfer Proceeds, the “Servicing Rights Proceeds”), Seller shall remit to Purchaser an amount equal to the product of (a) such Servicing Rights Proceeds, multiplied by (b) a fraction, the numerator of which is the Transaction Purchase Price allocable to the Primary Portfolio Excess Spread relating to such Servicing Rights and the denominator of which is the actual purchase price paid by the Seller for such Servicing Rights. 

Table of Allowed Retention Percentage

Range of Excess Refinancing Percentages

Allowed Retention Percentage

SELLER:

PennyMac Loan Services, LLC

By:
Name:
Title:

PURCHASER:

[PennyMac Operating Partnership, L.P.][PENNYMAC HOLDINGS, LLC]

By:
Name:
Title: