Exhibit 10.14


 


EXECUTION VERSION


 


GUARANTY


 


GUARANTY,
dated as of November 2, 2010 (as amended, supplemented, or otherwise
modified from time to time, this “Guaranty”), made by PennyMac Mortgage
Investment Trust and PennyMac Operating Partnership, L.P. each a “Guarantor”
and collectively the “Guarantors”, in favor of Credit Suisse First
Boston Mortgage Capital, LLC (“Buyer”).


 


RECITALS


 


Pursuant
to the Master Repurchase Agreement, dated as of November 2, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Repurchase
Agreement”), among PennyMac Corp. (“Seller”), Guarantors and Buyer,
Buyer has agreed from time to time to enter into transactions in which Seller
agrees to transfer to Buyer Mortgage Loans against the transfer of funds by
Buyer, with a simultaneous agreement by Buyer to transfer to Seller such
Mortgage Loans at a date certain or on demand, against the transfer of funds by
Seller.  Each such transaction shall be
referred to herein as a “Transaction”. 
It is a condition precedent to the obligation of Buyer to enter into
Transactions under the Repurchase Agreement that Guarantors shall have executed
and delivered this Guaranty to Buyer.


 


NOW,
THEREFORE, in consideration of the foregoing premises, to induce Buyer to enter
into the Repurchase Agreement and to enter into Transactions thereunder,
Guarantors hereby agree with Buyer, as follows:


 


1.     Defined Terms. (a) Unless otherwise defined herein,
terms which are defined in the Repurchase Agreement and used herein are so used
as so defined.


 


(b)   For purposes of this Guaranty, “Obligations” shall mean all
obligations and liabilities of Seller to Buyer, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, or out of or in connection with the Repurchase
Agreement and any other Program Agreements and any other document made,
delivered or given in connection therewith or herewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel
to Buyer that are required to be paid by Seller pursuant to the terms of the
Program Agreements and costs of enforcement of this Guaranty) or otherwise.


 


2.     Guaranty. (a) Guarantors hereby unconditionally and
irrevocably guarantee to Buyer the prompt and complete payment and performance
by Seller when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.


 


(b)   Guarantors further agree to pay any and all expenses (including,
without limitation, all fees and disbursements of counsel) which may be paid or
incurred by Buyer in enforcing, or obtaining advice of counsel in respect of,
any rights with respect to, or collecting, any or all of the Obligations and/or
enforcing any rights with respect to, or collecting against, Guarantors under
this Guaranty.  This Guaranty shall
remain in full force and effect until the 


 

















 


later of (i) the termination of the Repurchase
Agreement or (ii) the Obligations are paid in full, notwithstanding that
from time to time prior thereto Seller may be free from any Obligations.


 


(c)   No payment or payments made by Seller or any other Person or
received or collected by Buyer from Seller or any other Person by virtue of any
action or proceeding or any set-off or appropriation or application, at any
time or from time to time, in reduction of or in payment of the Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of
Guarantors hereunder which shall, notwithstanding any such payment or payments,
remain liable for the amount of the outstanding Obligations until the
outstanding Obligations are paid in full.


 


(d)   Each Guarantor agrees that whenever, at any time, or from time to
time, a Guarantor shall make any payment to Buyer on account of such Guarantor’s
liability hereunder, such Guarantor will notify Buyer in writing that such
payment is made under this Guaranty for such purpose.


 


3.     Right of Set-off. 
Buyer is hereby irrevocably authorized at any time and from time to time
without notice to Guarantors, any such notice being hereby waived by
Guarantors, to set off and appropriate and apply any and all monies and other
property of Guarantors, deposits (general or special, time or demand,
provisional or final), in any currency, and any other 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 Buyer of any
affiliate thereof to or for the credit or the account of any Guarantor, or any
part thereof in such amounts as Buyer may elect, on account of the Obligations
and liabilities of Guarantors hereunder and claims of every nature and
description of Buyer against either Guarantor, in any currency, whether arising
hereunder, under the Repurchase Agreement or otherwise, as Buyer may elect,
whether or not Buyer has made any demand for payment and although such
Obligations and liabilities and claims may be contingent or unmatured. Buyer
shall notify Guarantors promptly of any such set-off and the application made
by Buyer, provided that the failure to give such notice shall not affect the
validity of such set-off and application. 
The rights of Buyer under this paragraph are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which
Buyer may have.


 


4.     Subrogation. 
Notwithstanding any payment or payments made by either Guarantor
hereunder or any set-off or application of funds of either Guarantor by Buyer,
either Guarantor shall not be entitled to be subrograted to any of the rights
of Buyer against Seller or any other guarantor or any collateral security or
guarantee or right of offset held by Buyer for the payment of the Obligations,
nor shall either Guarantor seek or be entitled to seek any contribution or
reimbursement from Seller or any other guarantor in respect of payments made by
either Guarantor hereunder, until all amounts owing to Buyer by Seller on
account of the Obligations are paid in full and the Repurchase Agreement is
terminated.  If any amount shall be paid
to either Guarantor on account of such subrogation rights at any time when all
of the Obligations shall not have been paid in full, such amounts shall be held
by such Guarantor for the benefit of Buyer, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to Buyer in the exact form received by such Guarantor 


 


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(duly indorsed by such Guarantor to Buyer, if
required), to be applied against the Obligations, whether matured or unmatured,
in such order as Buyer may determine.


 


5.     Amendments, etc. with Respect to the Obligations.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against
either Guarantor, and without notice to or further assent by Guarantors, any
demand for payment of any of the Obligations made by Buyer may be rescinded by
Buyer, and any of the Obligations continued, and the Obligations, or the
liability of any other party upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by Buyer,
and the Repurchase Agreement, and the other Program Agreements and any other
document in connection therewith may be amended, modified, supplemented or terminated,
in whole or in part, pursuant to its terms and as Buyer may deem advisable from
time to time, and any collateral security, guarantee or right of offset at any
time held by Buyer for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released.  Buyer
shall have no obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for this Guaranty or any
property subject thereto.  When making
any demand hereunder against any Guarantor, Buyer may, but shall be under no
obligation to, make a similar demand on Seller and any failure by Buyer to make
any such demand or to collect any payments from Seller or any release of Seller
shall not relieve any Guarantor of its obligations or liabilities hereunder,
and shall not impair or affect the rights and remedies, express or implied, or
as a matter of law, of Buyer against any Guarantor.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


6.     Guaranty Absolute and Unconditional. (a)  Each
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Obligations and notice of or proof of reliance by Buyer
upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived in reliance upon this
Guaranty; and all dealings between Seller or Guarantors, on the one hand, and Buyer,
on the other, shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guaranty. 
Each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon Seller or the Guaranty
with respect to the Obligations.  This
Guaranty shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (i) the validity or enforceability
of the Repurchase Agreement, the other Program Agreements, any of the
Obligations or any collateral security therefor or guarantee or right of offset
with respect thereto at any time or from time to time held by Buyer, (ii) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by Seller
against Buyer, or (iii) any other circumstance whatsoever (with or without
notice to or knowledge of Seller or Guarantors) which constitutes, or might be
construed to constitute, an equitable or legal discharge of Seller for the
Obligations, or of any Guarantor under this Guaranty, in bankruptcy or in any
other instance.  When pursuing its rights
and remedies hereunder against either Guarantor, Buyer may, but shall be under
no obligation, to pursue such rights and remedies that they may have against
Seller or any other Person or against any collateral security or guarantee for
the Obligations or any right of offset with respect thereto, 


 


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and any failure by Buyer to pursue such other rights
or remedies or to collect any payments from Seller or any such other Person or
to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of Seller or any such other Person or any
such collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of Buyer
against either Guarantor.  This Guaranty
shall remain in full force and effect and be binding in accordance with and to
the extent of its terms upon Guarantors and their successors and assigns
thereof, and shall inure to the benefit of Buyer, and successors, indorsees,
transferees and assigns, until all the Obligations and the obligations of
Guarantors under this Guaranty shall have been satisfied by payment in full,
notwithstanding that from time to time during the term of the Repurchase
Agreement, Seller may be free from any Obligations.


 


(b)  Without limiting the generality of the
foregoing, each Guarantor hereby agrees, acknowledges, and represents and
warrants to Buyer as follows:


 


(i)       Such Guarantor hereby waives any defense arising by reason of,
and any and all right to assert against Buyer any claim or defense based upon,
an election of remedies by Buyer which in any manner impairs, affects, reduces,
releases, destroys and/or extinguishes such Guarantor’s subrogation rights,
rights to proceed against Seller or any other guarantor for reimbursement or
contribution, and/or any other rights of Guarantors to proceed against Seller,
against any other guarantor, or against any other person or security.


 


(ii)      Such Guarantor is presently informed of the financial condition
of Seller and of all other circumstances which diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations.  Such Guarantor hereby covenants that it will
make its own investigation and will continue to keep itself informed of Seller’s
financial condition, the status of other guarantors, if any, of all other
circumstances which bear upon the risk of nonpayment and that it will continue
to rely upon sources other than Buyer for such information and will not rely
upon Buyer for any such information. 
Absent a written request for such information by such Guarantor to
Buyer, such Guarantor hereby waives its right, if any, to require Buyer to
disclose to such Guarantor any information which Buyer may now or hereafter
acquire concerning such condition or circumstances including, but not limited
to, the release of or revocation by any other guarantor.


 


(iii)     Such Guarantor has independently reviewed the Repurchase
Agreement and related agreements and has made an independent determination as
to the validity and enforceability thereof, and in executing and delivering
this Guaranty to Buyer, such Guarantor is not in any manner relying upon the
validity, and/or enforceability, and/or attachment, and/or perfection of any Liens
or security interests of any kind or nature granted by Seller or any other
guarantor to Buyer, now or at any time and from time to time in the future.


 


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7.     Reinstatement. 
This Guaranty shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the
Obligations is rescinded or must otherwise be restored or returned by Buyer
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
Seller or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Seller or any substantial
part of its property, or otherwise, all as though such payments had not been
made.


 


8.     Payments.  Each
Guarantor hereby agrees that the Obligations will be paid to Buyer without
set-off or counterclaim in U.S. Dollars.


 


9.     Event of Default. 
If an Event of Default under the Repurchase Agreement shall have
occurred and be continuing, each Guarantor agrees that, as between such
Guarantor and Buyer, the Obligations may be declared to be due in accordance
with the terms of the Repurchase Agreement for purposes of this Guaranty
notwithstanding any stay, injunction or other prohibition which may prevent,
delay or vitiate any such declaration as against a Seller and that, in the
event of any such declaration (or attempted declaration), such Obligations
shall forthwith become due by each Guarantor for purposes of this Guaranty.


 


10.   Severability.  Any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


 


11.   Headings.  The
paragraph headings used in this Guaranty are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.


 


12.   No Waiver; Cumulative Remedies.  Buyer shall not by any act (except by a
written instrument pursuant to paragraph 13 hereof), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any
of the terms and conditions hereof.  No
failure to exercise, nor any delay in exercising, on the part of Buyer, any
right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  A waiver by Buyer of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Buyer would otherwise have on any future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of
any rights or remedies provided by law.


 


13.   Waivers and Amendments; Successors and Assigns; Governing Law.  None of the terms or provisions of this
Guaranty may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by Guarantors and Buyer, provided that any
provision of this Guaranty may be waived by Buyer in a letter or agreement
executed by Buyer or by facsimile or electronic transmission from Buyer to
Guarantors.  This Guaranty shall be 


 


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binding upon the personal representatives,
successors and assigns of Guarantors and shall inure to the benefit of Buyer
and its successors and assigns.  .


 


14.   Notices.  Notices
delivered in connection with this Guaranty shall be given in accordance with Section 20
of the Repurchase Agreement.


 


15.   Jurisdiction.


 


(a)   THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)   EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY.  EACH 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 PROGRAM AGREEMENTS IN ANY ACTION OR
PROCEEDING.  EACH GUARANTOR HEREBY
SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL
JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK 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 PROGRAM AGREEMENTS.


 


16.   Integration.  This
Guaranty represents the agreement of Guarantors with respect to the subject
matter hereof and there are no promises or representations by Buyer relative to
the subject matter hereof not reflected herein.


 


17.   Acknowledgments. 
Each Guarantor hereby acknowledges that:


 


(a)           such Guarantor has been advised by
counsel in the negotiation, execution and delivery of this Guaranty and the
other Program Agreements;


 


(b)           Buyer does not have any fiduciary
relationship to such Guarantor, such Guarantor does not have any fiduciary
relationship to Buyer and the relationship between Buyer and such Guarantor is
solely that of surety and creditor; and


 


(c)           no joint venture exists between Buyer
and such Guarantor or among Buyer, Seller and such Guarantor.


 


18.   Joint and Several Liability.  Each Guarantor hereby acknowledges and agrees
that such Guarantor shall be jointly and severally liable for all
representations, warranties, covenants, obligations and indemnities of the
Guarantors hereunder.


 


[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]


 


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IN
WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed
and delivered as of the date first above written.


 


 


	
   

  	
  PennyMac
  Mortgage Investment Trust, as a

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PennyMac
  Operating Partnership, L.P., as a

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  PennyMac GP OP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Anne McCallion

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Financial Officer and Treasurer

  



 


GUARANTY