It Loan and you may Safeguards Arrangement (due to the fact same finished, modified, restated or formulated from time to time, that it

Agreement) is made as of ong PENNYMAC LOAN SERVICES, LLC, as lender (the Bank) and PENNYMAC HOLDINGS, LLC, as borrower (the Debtor).

WHEREAS, in order to finance Portfolio Excess Spread (as defined below) owned by Borrower from time to time, Borrower has requested and Lender has made and will make available to Borrower a revolving credit facility in an amount not to exceed the Maximum Loan Amount (the Facility). Financing Improve and collectively, the Loan) will be used by Borrower to finance Portfolio Excess Spread (as defined below);

Today, Therefore, into the thought of mutual agreements established here, or other an excellent and valuable believe, the brand new acknowledgment and you may sufficiency at which is actually hereby recognized, Financial and you may Debtor hereby concur the following.

Each advance made by Bank to help you Borrower pursuant to this Arrangement (for each and every, an effective

Acknowledgement Arrangement means with respect to Agency Servicing Rights, an acknowledgement agreement in the form prescribed by Fannie Mae, Freddie Mac or Ginnie Mae, as applicable to be executed by Lender and such Agency as a condition to the Lender’s participating Fannie Mae, Freddie Mac or Ginnie Mae (as the case may be) Servicing Rights to the Borrower and otherwise acceptable to Lender in its sole discretion.

Representative

Act from Insolvency means, with respect to any Person or its s, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding, or the voluntary joining of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (ii) the seeking of the appointment of a receiver, trustee, custodian or similar official for such party or an or any substantial part of the property of either; (iii) the appointment of a receiver, conservator, or manager for such party or an by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such party or an of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by such party or an of such party of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency 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 such party or of loans Jasper AL any of its s, or shall have taken any action to displace the management of such party or of any of its s or to curtail its authority in the conduct of the business of such party or of any of its s.

Improve Time means, subject to the satisfaction of the conditions precedent set forth in Article V hereof, the date on which a Loan Advance is made by Lender pursuant to Section 2.02.

means, with respect to any Person, any affiliate of such Person, as such term is defined in the Bankruptcy Code; offered, not, that in respect of Borrower the term shall include only Private National Mortgage Acceptance Company, LLC and its wholly owned subsidiaries and in respect of Lender the term shall include only PennyMac Mortgage Investment Trust and its wholly owned subsidiaries.