EX-10.7



 Exhibit 10.7 

EXECUTION COPY 
  

 
  

MASTER REPURCHASE AGREEMENT 

among 
 CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”) 
 and 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”) 

and 
 PENNYMAC CORP., as seller
(“Seller”) 
 Dated as of December 20, 2017 

PMT ISSUER TRUST - FMSR 
 MSR
COLLATERALIZED NOTES, 
 SERIES 2017-VF1 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	DEFINITIONS	  	 	1	 
	 Section 1.01
	 	Certain Defined Terms	  	 	1	 
	 Section 1.02
	 	Other Defined Terms	  	 	7	 
			
	 ARTICLE II
	 	GENERAL TERMS	  	 	8	 
	 Section 2.01
	 	Transactions	  	 	8	 
	 Section 2.02
	 	Procedure for Entering into Transactions	  	 	8	 
	 Section 2.03
	 	Repurchase; Payment of Repurchase Price	  	 	9	 
	 Section 2.04
	 	Price Differential	  	 	9	 
	 Section 2.05
	 	Margin Maintenance	  	 	9	 
	 Section 2.06
	 	Payment Procedure	  	 	10	 
	 Section 2.07
	 	Application of Payments	  	 	10	 
	 Section 2.08
	 	Use of Purchase Price and Transaction Requests	  	 	11	 
	 Section 2.09
	 	Recourse	  	 	11	 
	 Section 2.10
	 	Requirements of Law	  	 	11	 
	 Section 2.11
	 	Taxes	  	 	12	 
	 Section 2.12
	 	Indemnity	  	 	13	 
	 Section 2.13
	 	Additional Balance and Additional Funding	  	 	14	 
	 Section 2.14
	 	Commitment Fee	  	 	14	 
	 Section 2.15
	 	Termination	  	 	14	 
			
	 ARTICLE III
	 	REPRESENTATIONS AND WARRANTIES	  	 	14	 
	 Section 3.01
	 	Seller Existence	  	 	14	 
	 Section 3.02
	 	Licenses	  	 	15	 
	 Section 3.03
	 	Power	  	 	15	 
	 Section 3.04
	 	Due Authorization	  	 	15	 
	 Section 3.05
	 	Financial Statements	  	 	15	 
	 Section 3.06
	 	No Event of Default	  	 	16	 
	 Section 3.07
	 	Solvency	  	 	16	 
	 Section 3.08
	 	No Conflicts	  	 	16	 
	 Section 3.09
	 	True and Complete Disclosure	  	 	16	 
	 Section 3.10
	 	Approvals	  	 	17	 
	 Section 3.11
	 	Litigation	  	 	17	 
	 Section 3.12
	 	Material Adverse Change	  	 	17	 
	 Section 3.13
	 	Ownership	  	 	17	 
	 Section 3.14
	 	The Note	  	 	18	 
	 Section 3.15
	 	Taxes	  	 	18	 









							
	 Section 3.16
	 	Investment Company	  	 	18	 
	 Section 3.17
	 	Chief Executive Office; Jurisdiction of Organization	  	 	18	 
	 Section 3.18
	 	Location of Books and Records	  	 	18	 
	 Section 3.19
	 	ERISA	  	 	18	 
	 Section 3.20
	 	Financing of Note and Additional Balances	  	 	19	 
	 Section 3.21
	 	Agreements	  	 	19	 
	 Section 3.22
	 	Other Indebtedness	  	 	19	 
	 Section 3.23
	 	No Reliance	  	 	19	 
	 Section 3.24
	 	Plan Assets	  	 	19	 
	 Section 3.25
	 	No Prohibited Persons	  	 	19	 
	 Section 3.26
	 	Compliance with 1933 Act	  	 	19	 
			
	 ARTICLE IV
	 	CONVEYANCE; REPURCHASE ASSETS; SECURITY INTEREST	  	 	20	 
	 Section 4.01
	 	Ownership	  	 	20	 
	 Section 4.02
	 	Security Interest	  	 	20	 
	 Section 4.03
	 	Further Documentation	  	 	21	 
	 Section 4.04
	 	Changes in Locations, Name, etc.	  	 	21	 
	 Section 4.05
	 	Performance by Buyer of Seller’s Obligations	  	 	22	 
	 Section 4.06
	 	Proceeds	  	 	22	 
	 Section 4.07
	 	Remedies	  	 	22	 
	 Section 4.08
	 	Limitation on Duties Regarding Preservation of Repurchase Assets	  	 	23	 
	 Section 4.09
	 	Powers Coupled with an Interest	  	 	23	 
	 Section 4.10
	 	Release of Security Interest	  	 	23	 
	 Section 4.11
	 	Reinstatement	  	 	23	 
	 Section 4.12
	 	Subordination	  	 	24	 
			
	 ARTICLE V
	 	CONDITIONS PRECEDENT	  	 	24	 
	 Section 5.01
	 	Initial Transaction	  	 	24	 
	 Section 5.02
	 	All Transactions	  	 	25	 
	 Section 5.03
	 	Closing Subject to Conditions Precedent	  	 	26	 
			
	 ARTICLE VI
	 	COVENANTS	  	 	28	 
	 Section 6.01
	 	Litigation	  	 	28	 
	 Section 6.02
	 	Prohibition of Fundamental Changes	  	 	29	 
	 Section 6.03
	 	Weekly Reporting	  	 	29	 
	 Section 6.04
	 	No Adverse Claims	  	 	29	 
	 Section 6.05
	 	Assignment	  	 	29	 
	 Section 6.06
	 	Security Interest	  	 	29	 
	 Section 6.07
	 	Records	  	 	29	 
	 Section 6.08
	 	Books	  	 	30	 


  
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	 Section 6.09
	 	Approvals	  	 	30	 
	 Section 6.10
	 	Material Change in Business	  	 	30	 
	 Section 6.11
	 	Distributions	  	 	30	 
	 Section 6.12
	 	Applicable Law	  	 	30	 
	 Section 6.13
	 	Existence	  	 	30	 
	 Section 6.14
	 	Chief Executive Office; Jurisdiction of Organization	  	 	30	 
	 Section 6.15
	 	Taxes	  	 	30	 
	 Section 6.16
	 	Transactions with Affiliates	  	 	31	 
	 Section 6.17
	 	Guarantees	  	 	31	 
	 Section 6.18
	 	Indebtedness	  	 	31	 
	 Section 6.19
	 	True and Correct Information	  	 	31	 
	 Section 6.20
	 	No Pledge	  	 	31	 
	 Section 6.21
	 	Plan Assets	  	 	31	 
	 Section 6.22
	 	Sharing of Information	  	 	31	 
	 Section 6.23
	 	Modification of the Base Indenture and Series 2017-VF1 Indenture Supplement	  	 	31	 
	 Section 6.24
	 	Reporting Requirements	  	 	32	 
	 Section 6.25
	 	Liens on Substantially All Assets	  	 	34	 
	 Section 6.26
	 	Litigation Summary	  	 	34	 
	 Section 6.27
	 	Hedging	  	 	34	 
	 Section 6.28
	 	MSR Valuation	  	 	34	 
	 Section 6.29
	 	Most Favored Status	  	 	34	 
	 Section 6.30
	 	Servicer Administration	  	 	35	 
			
	 ARTICLE VII
	 	DEFAULTS/RIGHTS AND REMEDIES OF BUYER UPON DEFAULT	  	 	35	 
	 Section 7.01
	 	Events of Default	  	 	35	 
	 Section 7.02
	 	No Waiver	  	 	38	 
	 Section 7.03
	 	Due and Payable	  	 	38	 
	 Section 7.04
	 	Fees	  	 	38	 
	 Section 7.05
	 	Default Rate	  	 	38	 
			
	 ARTICLE VIII
	 	ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY BUYER	  	 	38	 
	 Section 8.01
	 	Entire Agreement	  	 	38	 
	 Section 8.02
	 	Waivers, Separate Actions by Buyer	  	 	39	 
			
	 ARTICLE IX
	 	SUCCESSORS AND ASSIGNS	  	 	39	 
	 Section 9.01
	 	Successors and Assigns	  	 	39	 
	 Section 9.02
	 	Participations and Transfers	  	 	39	 


  
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	 Section 9.03
	 	Buyer and Participant Register	  	 	40	 
			
	 ARTICLE X
	 	MISCELLANEOUS	  	 	41	 
	 Section 10.01
	 	Survival	  	 	41	 
	 Section 10.02
	 	Indemnification	  	 	41	 
	 Section 10.03
	 	Nonliability of Buyer	  	 	41	 
	 Section 10.04
	 	Governing Law; Submission to Jurisdiction; Waivers	  	 	42	 
	 Section 10.05
	 	Notices	  	 	43	 
	 Section 10.06
	 	Severability	  	 	44	 
	 Section 10.07
	 	Section Headings	  	 	45	 
	 Section 10.08
	 	Counterparts	  	 	45	 
	 Section 10.09
	 	Periodic Due Diligence Review	  	 	45	 
	 Section 10.10
	 	Hypothecation or Pledge of Repurchase Assets	  	 	45	 
	 Section 10.11
	 	Non-Confidentiality of Tax Treatment	  	 	46	 
	 Section 10.12
	 	Set-off	  	 	47	 
	 Section 10.13
	 	Intent	  	 	47	 

  

					
	Schedule 1	  	–  	  	Responsible Officers of Seller
			
	Schedule 2	  	–  	  	Asset Schedule
			
	Schedule 3	  	–  	  	Buyer Account
			
	Exhibit A	  	–  	  	Form of Transaction Notice
			
	Exhibit B	  	–  	  	Existing Indebtedness


  
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 MASTER REPURCHASE AGREEMENT 

This Master Repurchase Agreement (this “Agreement”) is made as of December 20, 2017, among CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC (“CSFB”), as administrative agent (the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”), as buyer (“Buyer”), and PENNYMAC CORP., as seller
(“Seller” or “PMC”). Capitalized terms have the meanings specified in Sections 1.01 and 1.02. 

W I T N E S S E T H : 

WHEREAS, pursuant to the Base Indenture and the Series 2017-VF1 Indenture Supplement, PMT
ISSUER TRUST—FMSR (the “Issuer”) has duly authorized the issuance of a Series of Notes, as a single Class of Variable Funding Note, known as the “PMT ISSUER TRUST—FMSR MSR Collateralized Notes, SERIES 2017-VF1” (the “Note”); 
 WHEREAS, from time to time the parties hereto may
enter into Transactions; 
 WHEREAS, Seller is the owner of the Note; and 

WHEREAS, Seller wishes to sell the Note to Buyer pursuant to the terms of this Agreement; 

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 and Seller hereby agree as follows. 
 ARTICLE I 

DEFINITIONS 

Section 1.01 Certain Defined Terms. Capitalized terms used herein shall have the indicated meanings: 

“Additional Balance” has the meaning set forth in Section 2.13. 

“Additional Funding” has the meaning set forth in Section 2.13. 

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

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

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

“Amortization Date” has the meaning assigned to the term in the Pricing Side Letter. 

  
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 “Amortization Payment Amount” has the meaning assigned to the term in the
Pricing Side Letter. 
 “Applicable Lending Office” means the “lending office” of Buyer (or of an Affiliate of
Buyer) designated on the signature page hereof or such other office of Buyer (or of an Affiliate of Buyer) as Buyer may from time to time specify to Seller in writing as the office by which the Transactions are to be made and/or maintained. 

“Asset Schedule” means Schedule 2 attached hereto, which lists the Note and the terms thereof, as such schedule shall
be updated from time to time in accordance with Section 2.02 hereof, including without limitation, in connection with Buyer’s approval of any Additional Balances pursuant to Section 2.13. 

“Asset Value” has the meaning assigned to such term in the Pricing Side Letter. 

“Base Rate” means the LIBOR Rate. 

“Buyer” means CSCIB, together with its successors, and any assignee of and Participant or Transferee in the Transaction. 

“Buyer Account” means the account identified on Schedule 3 hereto. 

“Commitment Fee” has the meaning assigned to the term in the Pricing Side Letter. 

“Committed Amount” has the meaning assigned to the term in the Pricing Side Letter. 

“Confidential Information” has the meaning set forth in Section 10.11(b). 

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

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

“ERISA Event of Termination” means with respect to Seller or the Guarantor (i) with respect to any Plan, a reportable
event, as defined in Section 4043 of ERISA, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified with thirty (30) days of the occurrence of such event, or (ii) the
withdrawal of Seller, the Guarantor or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by Seller, the Guarantor or any ERISA
Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under
Section 412(m) of the Code (or Section 430(j) of the Code as amended by the Pension Protection Act) or Section 302(e) of ERISA (or Section 303(j) of ERISA, as amended by the Pension Protection Act), or (iv) the distribution
under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Seller, the Guarantor or any ERISA Affiliate thereof to terminate any plan, or (v) the failure to meet requirements of Section 436 of the
Code resulting in the loss of qualified 

  
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status under Section 401(a)(29) of the Code, or (vi) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Plan, or (vii) the receipt by Seller, the Guarantor or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (vi) has been taken by the PBGC with
respect to such Multiemployer Plan, or (viii) any event or circumstance exists which may reasonably be expected to constitute grounds for Seller, the Guarantor or any ERISA Affiliate thereof to incur liability under Title IV of ERISA or
under Sections 412(b) or 430(k) of the Code with respect to any Plan. 
 “Event of Default” has the meaning assigned to
such term in Section 7.01. 
 “Existing Indebtedness” has the meaning specified in
Section 3.22. 
 “Expenses” means all present and future expenses reasonably incurred by or on
behalf of Buyer in connection with the negotiation, execution or enforcement of this Agreement or any of the other Program Agreements and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred
heretofore or hereafter, which expenses shall include the reasonable and documented cost of title, lien, judgment and other record searches; reasonable and documented 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. 

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions,
variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules. 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, or any entity
exercising executive, legislative, judicial, regulatory or administrative functions over Seller or Buyer, as applicable. 

“Governmental Rules” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and
injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority. 

“Indenture” means the Base Indenture, together with the Series 2017-VF1 Indenture
Supplement thereto. 
 “Indenture Trustee” means Citibank, N.A., its permitted successors and assigns. 

“Issuer” has the meaning given to such term in the recitals to this Agreement. 

“Margin” has the meaning assigned to the term in the Pricing Side Letter. 

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

  
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 “Margin Deadlines” has the meaning set forth in
Section 2.05(b). 
 “Margin Deficit” has the meaning set forth in
Section 2.05(a). 
 “Market Value” means, with respect to the Note as of any date of
determination, and without duplication, the fair market value of the Note on such date as reasonably determined by Buyer (or an Affiliate thereof). 

“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 or any Affiliate that is a party to any Program Agreement taken as a whole; (b) a material impairment of the ability of Seller or any Affiliate that is a party to
any Program Agreement to perform under any Program Agreement and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Program Agreement against Seller or any
Affiliate that is a party to any Program Agreement. 
 “Maximum Purchase Price” has the meaning assigned to the term in the
Pricing Side Letter. 
 “Non-Excluded Taxes” has the meaning set forth in
Section 2.11(a). 
 “Note” has the meaning given to such term in the recitals to this 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 10.05 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 Price Differential Payment Date, and other obligations and liabilities, to Buyer or its Affiliates arising under, or in connection with, the
Program Agreements, 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 Program Agreements, including reasonable attorneys’ fees and disbursements and court costs; (d) all of Seller’s indemnity
obligations to Buyer pursuant to the Program Agreements; and (e) all of Seller’s and Guarantor’s obligations under the Roll-Up Agreement and other Repurchase Documents. 

“Officer’s Compliance Certificate” has the meaning assigned to such term in the Pricing Side Letter. 

“Other Taxes” has the meaning set forth in Section 2.11(b). 

  
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 “Participant” has the meaning set forth in
Section 9.02(a). 
 “PMC” has the meaning given to such term in the preamble to this Agreement.

 “PMH” means PennyMac Holdings, LLC, a limited liability company organized under the laws of the State of Delaware. 

“POP” means PennyMac Operating Partnership, L.P., a limited partnership organized under the laws of the State of Delaware.

 “Price Differential” means with respect to any Transaction as of any date of determination, an amount equal to the
product of (A) the Pricing Rate for such Transaction and (B) the Purchase Price for such Transaction, calculated daily on the basis of a 360 day year for the actual number of days during the Price Differential Period. 

“Price Differential Payment Date” means, for as long as any Obligations shall remain owing by Seller to Buyer, each Payment
Date. 
 “Price Differential Period” means, the period from and including a Price Differential Payment Date (or the
Purchase Date for any date of determination before the first Price Differential Payment Date), up to but excluding the next Price Differential Payment Date. 

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

“Pricing Rate” means Base Rate plus the applicable Margin. 

“Pricing Side Letter” means the letter agreement dated as of the Closing Date, between Buyer and Seller as amended, restated,
supplemented or otherwise modified from time to time. 
 “Primary Repurchase Assets” has the meaning set forth in
Section 4.02(a). 
 “Program Agreements” means this Agreement, the Pricing Side Letter, the VFN
Repo Guaranty, the Subservicer Side Letter Agreement, the PC Repurchase Agreement, the PC Repo Guaranty, the Excess Spread Participation Agreement, the Retained Excess Spread Participation Agreement, the Base Indenture and the Series 2017-VF1 Indenture Supplement, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time. 

“Prohibited Person” has the meaning set forth in Section 3.25. 

“Purchase Date” means, subject to the satisfaction of the conditions precedent set forth in
Article V hereof, each Funding Date 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. 

  
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 “Purchase Price” means the price at which each Purchased Asset (or portion
thereof) is transferred by Seller to Buyer, which shall equal on any date of determination, the difference between (i) the sum of (a) the Asset Value of such Purchased Asset on the related Purchase Date, plus (b) the product of
the Purchase Price Percentage and the principal amount of any Additional Balances related to such Purchased Asset, minus (ii) the sum of (a) any Repurchase Price paid with respect to such Purchased Asset pursuant to
Section 2.03, plus (b) any Additional Note Payment made with respect to such Purchased Asset pursuant to Section 4.4(b) or Section 4.5(e) of the Indenture, plus (c) any Redemption Amount
paid pursuant to Section 13.1 of the Indenture, plus (d) any funds applied by Buyer against the Purchase Price pursuant to Section 2.05(c). 

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

“Purchased Assets” means, collectively, the Note (including all outstanding Additional Balances thereunder) together with the
Repurchase Assets related to such Note, until such Note has been repurchased by Seller in accordance with the terms of this Agreement. 

“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. 

“Register” has the meaning set forth in Section 9.02(b). 

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

“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. 
 “Repurchase Documents” means “Program
Agreements” as defined in the Roll-Up 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 and the accrued
but unpaid Price Differential as of the date of such determination. 
 “Repurchase Rights” has the meaning set forth in
Section 4.02(c). 
 “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 as of the Closing Date are listed on Schedule 1 hereto. 

“Roll-Up Agreement” has the meaning set forth in the Pricing Side Letter. 

“Seller” has the meaning assigned to such term in the preamble to this Agreement and includes PMC’s permitted successors
and assigns. 
 “Seller Termination Option” means (a) (i) Buyer has or shall incur costs in connection with those
matters provided for in Section 2.10 or 2.11 and (ii) Buyer requests that Seller pay to Buyer those costs in connection therewith or (b) Buyer has declared in writing that an event described in
Section 5.02(g)(A) has occurred. 

  
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 “Series 2017-VF1 Indenture Supplement”
means the Series 2017-VF1 Indenture Supplement, dated as of December 20, 2017, among the Issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary,
PMC, as administrator and as servicer, and CSFB, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time. 

“Taxes” has the meaning assigned to such term in Section 2.11(a). 

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

“Transaction” means a transaction pursuant to which Seller transfers a Note or Additional Balances, as applicable, to Buyer
against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer such Note or Additional Balances, as applicable, back to Seller at a date certain or on demand, against the transfer of funds by Seller. 

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

“Transaction Register” has the meaning assigned to such term in Section 9.03(b). 

“Transferee” has the meaning set forth in Section 9.02(b). 

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect on the Closing Date in the
State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction. 
 “VFN Guarantor” means
PennyMac Mortgage Investment Trust, in its capacity as guarantor under the VFN Repo Guaranty. 
 “VFN Repo Guaranty” means
the Guaranty, dated as of the Closing Date, pursuant to which VFN Guarantor fully and unconditionally guarantees the obligations of Seller hereunder. 

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

Section 1.02 Other Defined Terms. 

(a) Any capitalized terms used and not defined herein shall have the meaning set forth in the Base Indenture or the Series 2017-VF1 Indenture Supplement, as applicable. 
 (b) 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. Unless otherwise specified herein, the term “or” has the
inclusive meaning represented by the term “and/or” and the term “including” is not limiting. All references to Sections, subsections, Articles and Exhibits shall be to Sections, subsections, and Articles of, and Exhibits to, this
Agreement unless otherwise specifically provided. 

  
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 (c) Reference to and the definition of any document (including this Agreement) shall be deemed a
reference to such document as it may be amended, restated, supplemented or otherwise modified from time to time. 
 (d) 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.” 
 ARTICLE II 

GENERAL TERMS 

Section 2.01 Transactions. Subject to the terms and conditions hereof, Buyer agrees to enter into Transactions with Seller for a
Purchase Price outstanding at any one time not to exceed the Committed Amount, and may agree from time to time to enter into Transactions with Seller for a Purchase Price outstanding in excess of the Committed Amount but not to exceed the Maximum
Purchase Price. Buyer shall have no commitment or obligation to enter into Transactions in connection with the Note to the extent (i) the Purchase Price of such Transaction exceeds the Committed Amount or (ii) if the Transaction is
requested on or after the Amortization Date. During the term of this Agreement, Seller may request Transactions, Seller may pay the Repurchase Price in whole or in part at any time during such period without penalty, 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. 

Section 2.02 Procedure for Entering into Transactions. 

(a) Seller may enter into Transactions with Buyer under this Agreement 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, (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 Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note;
(C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G) any additional terms or
conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000. 

(b) If Seller shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a), Buyer
will notify Seller of its intent to remit the requested Purchase Price one (1) Business Day prior to the requested Purchase Date. 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 remit the amount of the requested Purchase Price in U.S. Dollars and in immediately available funds to the account of Seller specified in Schedule 5
to the Base Indenture. 

  
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 (c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically
updated and replaced with the Asset Schedule attached to the related 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 Termination
Date. 
 (b) On each Price Differential Payment Date following the Amortization Date, Seller shall pay to Buyer in immediately available
funds the Amortization Payment Amount. 
 (c) By notifying Buyer in writing at least one (1) Business Day in advance, Seller shall be
permitted, at its option, to prepay, subject to Section 2.12, the Purchase Price in whole or in part at any time, together with accrued and unpaid interest on the amount so prepaid. 

Section 2.04 Price Differential. On each Price Differential Payment Date, Seller hereby promises to pay to Buyer all accrued and
unpaid Price Differential on the Transactions, as invoiced by Buyer to Seller three (3) Business Days prior to the related Price Differential Payment Date (the “Price Differential Statement Date”); provided, that on each
Price Differential Payment Date prior to the occurrence and continuation of an Event of Default, the estimated Price Differential owed hereunder shall be subject to a true-up of the amount determined by Buyer
and agreed by the Seller one (1) Business Day prior to the related Price Differential Payment Date. If Buyer fails to deliver such statement on the Price Differential Statement Date, on such Price Differential 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. The Price Differential shall be
computed on the basis of the actual number of days in each Price Differential Period and a 360-day year. 

Section 2.05 Margin Maintenance. 

(a) If at any time the aggregate outstanding amount of the Purchase Price of the Note is greater than the Asset Value for the related
Transaction (such excess, a “Margin Deficit”), then Buyer may by notice to Seller require Seller to transfer to Buyer cash in an amount at least equal to the Margin Deficit (such requirement, a “Margin Call”). 

(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 (2nd) 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 

  
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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. Seller and Buyer each agree 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. 
 Section 2.06 Payment Procedure. Seller
absolutely, unconditionally, and irrevocably, shall make, or cause to be made, all payments required to be made by Seller hereunder. Seller shall deposit or cause to be deposited all amounts constituting collection, payments and proceeds of the Note
(including all fees and proceeds of sale to a third party) to the Buyer Account. 
 Section 2.07 Application of Payments. 

(a) On each Price Differential Payment Date prior to the occurrence of an Event of Default, all amounts deposited into the Buyer Account from
and after the immediately preceding Price Differential Payment Date (or the Closing Date in connection with the initial Price Differential Payment Date), or received by Buyer from the Issuer in the Buyer’s capacity as VFN Noteholder, shall be
applied as follows: 
 (i) first, to the payment of any accrued and unpaid Price Differential owing; 

(ii) second, to the payment of Purchase Price outstanding to satisfy any Margin Deficit owing; 

(iii) third, to the payment of any unpaid Amortization Payment Amount. 

(iv) fourth, to payment of all other costs and fees payable to Buyer pursuant to this Agreement; 

(v) fifth, to the payment of Purchase Price outstanding as a result of any Additional Note Payment made pursuant to
Section 4.4(b) or Section 4.5(e) of the Indenture; and 
 (vi) sixth, any remainder to Seller. 

(b) Notwithstanding the preceding provisions, if an Event of Default shall have occurred hereunder, all funds related to the Note shall be
applied as follows: 

  
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 (i) first, to the payment of any accrued and unpaid Price Differential owing;

 (ii) second, to the payment of Purchase Price until reduced to zero; 

(iii) third, to payment of all other costs and fees payable to Buyer pursuant to this Agreement; 

(iv) fourth, to the payment of any other Obligations; and 

(v) fifth, any remainder to Seller. 

Section 2.08 Use of Purchase Price and Transaction Requests. The Purchase Price shall be used by Seller to satisfy its obligations
under the Indenture and for general corporate purposes. 
 Section 2.09 Recourse. Notwithstanding anything else to the contrary
contained or implied herein or in any other Program Agreement, Buyer shall have full, unlimited recourse against Seller and its assets in order to satisfy the Obligations. 

Section 2.10 Requirements of Law. 

(a) If any Requirement of Law (other than with respect to any amendment made to Buyer’s certificate of trust and trust agreement or other
organizational or governing documents) or any change in the interpretation or application thereof or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority
made subsequent to the Closing Date: 
 (i) shall subject Buyer to any tax of any kind whatsoever with respect to this
Agreement or the Transactions (excluding income taxes, branch profits taxes, franchise taxes or similar taxes imposed on Buyer as a result of any present or former connection between Buyer and the United States, other than any such connection
arising solely from Buyer having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or change the basis of taxation of payments to Buyer in respect thereof; 

(ii) shall impose, modify or hold any reserve, special deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds by, any office of Buyer which is not otherwise included in the determination of the Price Differential hereunder;
or 
 (iii) shall impose on Buyer any other condition; 

and the result of any of the foregoing is to increase the cost to Buyer, by an amount which Buyer deems to be material, of entering, continuing or maintaining
this Agreement or any other Program Agreement, the Transactions or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, Seller shall promptly pay Buyer such additional amount or amounts as calculated by Buyer in
good faith as will compensate Buyer for such increased cost or reduced amount receivable. 

  
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 (b) If Buyer shall have determined that the adoption of or any change in any Requirement of Law
(other than with respect to any amendment made to Buyer’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer
or any corporation Controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of
return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration
Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then from time to time, Seller shall promptly pay to Buyer such additional amount or amounts as will compensate Buyer for
such reduction. 
 (c) If Buyer becomes entitled to claim any additional amounts pursuant to this Section 2.10, it
shall promptly notify Seller of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section 2.10 submitted by Buyer to Seller shall be conclusive in
the absence of manifest error. 
 Section 2.11 Taxes. 

(a) Any and all payments by or on behalf of Seller under or in respect of this Agreement or any other Program Agreements to which Seller 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
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 Program Agreements to Buyer (including for purposes of
Section 2.10 and this Section 2.11, any assignee, successor or participant), (i) Seller shall make all such deductions and withholdings in respect of Taxes, (ii) Seller 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 shall be increased as may be necessary
so that after Seller has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 2.11) 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” are Taxes other than, in the case of Buyer, Taxes that are (i) 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 of its
Applicable Lending Office, 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
Program Agreements (in which case such Taxes will be treated as Non-Excluded Taxes) and (ii) imposed pursuant to FATCA. 

  
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 (b) In addition, Seller hereby agrees 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 Program Agreement or from the execution, delivery or registration of, any performance
under, or otherwise with respect to, this Agreement or any other Program Agreement (collectively, “Other Taxes”). 
 (c)
Seller hereby agrees 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 under this Section 2.11 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 provided for in this Section 2.11 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 under the indemnity set forth in this Section 2.11(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 2.11 shall survive the termination of this Agreement and the other Program Agreements. Nothing contained in Section 2.10 or this Section 2.11 shall require
any Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary. 
 (e) Buyer
will timely furnish Seller, or any agent of Seller, any tax forms or certifications (such as an applicable IRS Form W-8, IRS Form W-9 or any successors to such IRS
forms) that it is legally entitled to provide and that Seller or its agents may reasonably request (A) to permit Seller or its agents to make payments to it without, or at a reduced rate of, deduction or withholding, (B) to enable Seller
or its agents to qualify for a reduced rate of withholding or deduction in any jurisdiction from or through which Seller or its agents receive payments and (C) to enable Seller or its agents to satisfy reporting and other obligations under the
Code and Treasury Regulations and under any other applicable laws, and shall update or replace such tax forms or certifications as appropriate or in accordance with their terms or subsequent amendments, and acknowledges that the failure to provide,
update or replace any such tax forms or certifications may result in the imposition of withholding or back-up withholding upon payments to Buyer. 

Section 2.12 Indemnity. Without limiting, and in addition to, the provisions of Section 10.02, 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 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. 

  
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 Section 2.13 Additional Balance and Additional Funding. In the event
that Seller wishes an increase in the VFN Principal Balance, Seller shall deliver to Buyer a copy of the VFN Note Balance Adjustment Request that is delivered under the Indenture. If all the Funding Conditions required pursuant to
Section 5.02 hereof and in the Indenture have been satisfied, or if such request is made on or after the Amortization Date, with the consent of the Administrative Agent, in its sole discretion (provided that the consent of
the Administrative Agent shall not be required in the event that the aggregate outstanding Purchase Price, after giving effect to the requested increase, does not exceed the Committed Amount and if such request occurs prior to the Amortization Date)
then upon approval in writing by Buyer of such increase in the VFN Principal Balance (such increase, upon such approval, an “Additional Balance”), (i) the outstanding VFN Principal Balance set forth in the Asset Schedule hereof
shall be automatically updated and (ii) if requested by Seller, Buyer shall thereupon deliver to Seller cash in an amount (the “Additional Funding”) equal to the product of such Additional Balance and the Purchase Price Percentage.

 Section 2.14 Commitment Fee. Seller shall pay the Commitment Fee, if any, as specified in the Pricing Side Letter. Such
payment shall be made in Dollars in immediately available funds, without deduction, set off or counterclaim, to Buyer at such account designated in writing by Buyer. 

Section 2.15 Termination. 

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

(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 in writing 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) For the avoidance of doubt, Seller shall remain responsible for all
costs actually incurred by Buyer pursuant to Sections 2.10 and 2.11. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

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

Section 3.01 Seller Existence. Seller has been duly organized and is validly existing as a limited liability company in
good standing under the laws of the State of Delaware. 

  
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 Section 3.02 Licenses. Seller 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, rules and regulations. Seller has the requisite power and authority and legal right to own, sell and
grant a lien on all of its right, title and interest in and to the Note. Seller 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 other Program Agreement and any Transaction Notice. 
 Section 3.03 Power. Seller 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. 
 Section 3.04 Due
Authorization. Seller has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Program Agreements, as applicable. This Agreement, any Transaction Notice and
the Program Agreements have been (or, in the case of Program Agreements and any Transaction Notice not yet executed, will be) duly authorized, executed and delivered by Seller, all requisite or other corporate action having been taken, and each is
valid, binding and enforceable against Seller 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 Financial Statements. (A) Seller has heretofore furnished to Buyer a copy of (a) its balance sheet for the
fiscal year of Seller ended December 31, 2016 and the related statements of income for Seller for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) its balance sheet for the quarterly fiscal period of
Seller ended September 30, 2017 and the related statements of income for Seller for such quarterly fiscal period. All such financial statements are accurate, complete and correct and fairly present, in all material respects, the financial
condition of Seller (subject to normal year-end adjustments) and the results of its operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis, and to
the best of the Seller’s knowledge, do not omit any material fact as of the date(s) thereof. Since September 30, 2017, there has been no material adverse change in the consolidated business, operations or financial condition of Seller from
that set forth in said financial statements nor is Seller aware of any state of facts which (with notice or the lapse of time) would or could result in any such material adverse change. Seller has no liabilities, direct or indirect, fixed or
contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time
there are no material unrealized or anticipated losses from any loans, advances or other commitments of Seller except as heretofore disclosed to Buyer in writing. 

(B) Seller has heretofore caused VFN Guarantor to furnish to Buyer a copy of (a) its balance sheet for the fiscal year of VFN Guarantor
ended December 31, 2016 and the related statements of income for VFN Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) its balance sheet for the quarterly fiscal


  
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period of VFN Guarantor ended September 30, 2017 and the related statements of income for VFN Guarantor for such quarterly fiscal period. All such financial statements are accurate, complete
and correct and fairly present, in all material respects, the financial condition of VFN Guarantor (subject to normal year-end adjustments) and the results of its operations as at such dates and for such
fiscal periods, all in accordance with GAAP applied on a consistent basis, and to the best of the Seller’s knowledge, do not omit any material fact as of the date(s) thereof. Since September 30, 2017, there has been no material adverse
change in the consolidated business, operations or financial condition of VFN Guarantor from that set forth in said financial statements nor is Seller aware of any state of facts which (with notice or the lapse of time) would or could result in any
such material adverse change. VFN Guarantor has no liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by,
or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of VFN Guarantor except as heretofore disclosed to Buyer
in writing. 
 Section 3.06 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 3.07 Solvency. Seller is solvent and will not be rendered
insolvent by any Transaction 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. Seller does not intend 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 3.08 No Conflicts. The execution, delivery and performance by of Seller of this Agreement, any Transaction Notice
hereunder and the Program Agreements do not conflict with any term or provision of the organizational documents of Seller or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction over Seller, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement or obligation to which Seller is a
party. 
 Section 3.09 True and Complete Disclosure. All information, reports, exhibits, schedules, financial statements or
certificates of Seller 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 or any Affiliate or officer thereof, negotiation, preparation, or
delivery of the Program Agreements, taken as a whole, 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. All financial statements have been prepared in accordance with GAAP. 

  
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 Section 3.10 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 of this Agreement, any Transaction Notice and the Program Agreements. 

Section 3.11 Litigation. There is no action, proceeding or investigation pending with respect to which Seller has received service
of process or, to the best of Seller’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Transaction, Transaction Notice or any Program Agreement,
(B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, any Transaction Notice or any Program Agreement, (C) makes a claim individually or in the aggregate in an amount greater than $10,000,000,
(D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder, (E) which has resulted in the voluntary or involuntary suspension of a license, a cease and desist order, or such other action as could adversely
impact Seller’s business, or (F) which might materially and adversely affect the validity of the Purchased Assets or the performance by it of its obligations under, or the validity or enforceability of, this Agreement, any Transaction
Notice or any Program Agreement. 
 Section 3.12 Material Adverse Change. There has been no material adverse change in the
business, operations, financial condition, properties or prospects of Seller or its Affiliates since the date set forth in the most recent financial statements supplied to Buyer that is reasonably likely to have a Material Adverse Effect on Seller.

 Section 3.13 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) 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 to the extent that such security interests can be perfected by filing under the Uniform Commercial Code. 

  
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 Section 3.14 The Note. Seller has (i) delivered the Note to Buyer,
(ii) duly endorsed the Note to Buyer or Buyer’s designee, (iii) notified the Indenture Trustee of such transfer and (iv) completed all documents required to effect such transfer in the Note Register, including receipt by the Note
Registrar of the Rule 144A Note Transfer Certificate and such other information and documents that may be required pursuant to the terms of the Indenture. In addition, Buyer has received all other Program Agreements (including all exhibits and
schedules referred to therein or delivered pursuant thereto), all amendments thereto, waivers relating thereto and other side letters or agreements affecting the terms thereof and all agreements and other material documents relating thereto, and
Seller hereby certifies that the copies delivered to Buyer by Seller are true and complete. None of such documents has been amended, supplemented or otherwise modified (including waivers) since the respective dates thereof, except by amendments,
copies of which have been delivered to Buyer. Each such document to which Seller is a party has been duly executed and delivered by Seller and is in full force and effect, and no default or material breach has occurred and is continuing thereunder.

 Section 3.15 Taxes. Seller and its Subsidiaries have timely filed all tax returns that are required to be filed by them and
have paid all taxes, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on
the books of Seller and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of Seller, adequate. 

Section 3.16 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 3.17 Chief
Executive Office; Jurisdiction of Organization. On the Closing Date, Seller’s chief executive office, is, and has been, located at the address specified in Section 10.05 for notices. On the Effective Date,
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 3.18 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 3.19 ERISA. Each Plan to which Seller or its Subsidiaries make direct contributions, and, to the knowledge of Seller, 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 3.20 Financing of Note and Additional Balances. Each Transaction will be used
to purchase the Note and funding of the Additional Balances as provided herein, which Note will be conveyed and/or sold by Seller to Buyer. 

Section 3.21 Agreements. Neither Seller nor any Subsidiary of Seller is a party to any agreement, instrument, or indenture or
subject to any restriction materially and adversely affecting its business, operations, assets or financial condition, except as disclosed in the financial statements described in Section 3.05 hereof. Neither Seller nor any
Subsidiary of Seller is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement, instrument, or indenture which default could have a material adverse effect on the
business, operations, properties, or financial condition of Seller as a whole. No holder of any indebtedness of Seller or of any of its Subsidiaries has given notice of any asserted default thereunder. 

Section 3.22 Other Indebtedness. All Indebtedness (other than Indebtedness evidenced by this Agreement) of Seller existing on the
Closing Date is listed on Exhibit B hereto (the “Existing Indebtedness”). 
 Section 3.23
No Reliance. Seller has made its own independent decisions to enter into the Program Agreements and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such
advisors (including legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer as to any aspect of the Transactions, including the legal, accounting or tax treatment of such Transactions. 

Section 3.24 Plan Assets. Seller is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan
described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR § 2510.3 101 as amended by Section 3(42) of ERISA, in Seller’s hands, and transactions by or
with Seller are not 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. 

Section 3.25 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 the OFAC 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:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit
or supports “terrorism”, as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein
referred to as a “Prohibited Person”). 
 Section 3.26 Compliance with 1933 Act. Neither Seller nor anyone
acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Note, any interest in the Note or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Note,
any interest in the Note or any other similar security from, or 

  
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otherwise approached or negotiated with respect to the Note, any interest in the Note 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 Note under the 1933 Act or which would render the disposition of the Note 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 of the Purchase Price and delivery of the Note to Buyer, Buyer shall become the sole owner of
the Purchased Assets, free and clear of all liens and encumbrances. 
 Section 4.02 Security Interest. 

(a) Although the parties intend (other than for U.S. federal tax purposes) 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, is hereinafter
referred to as the “Primary Repurchase Assets”: 
 (i) the Note identified on the Asset Schedule; 

(ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the
Asset Schedule; 
 (iii) all records, instruments or other documentation evidencing any of the foregoing; 

(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”,
“investment property”, “deposit accounts” 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 Base Indenture and the Series 2017-VF1 Indenture Supplement); 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 mark its computer records, tapes and other electronic medium to evidence the
interests granted to Buyer hereunder. 

  
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 (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby
agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest (subject and subordinated to Fannie Mae’s rights under the Acknowledgment Agreement and the Fannie Mae Requirements) in
(i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now
existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary
Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). 

(d) Seller hereby delivers an irrevocable instruction to the buyer under the Repurchase Documents that upon receipt of notice of an Event of
Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of
the foregoing, upon repayment of the outstanding purchase price under the Roll-Up Agreement and termination of all obligations of the buyer thereunder or other termination of the Repurchase Documents following
repayment of all obligations thereunder that the Repurchase Document buyer is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the Repurchase Documents) then in its possession or control. 

(e) The foregoing provisions of this Section 4.02 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. 

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. Seller also hereby authorizes Buyer to file any such financing or continuation statement to the extent permitted by applicable law. 

Section 4.04 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 3.17 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.


  
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 Section 4.05 Performance by Buyer of Seller’s Obligations. If
Seller fails to perform or comply with any of its agreements contained in the Program Agreements 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 each Price Differential Period and a 360-day
year. 
 Section 4.06 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. 

Section 4.07 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 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 the Participation Interest in accordance with the Participation Agreement. 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 them 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 

  
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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 ten (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 Program Agreements, the remedies set forth in this Section 4.07 concerning any actions with respect to the MSRs
arising under or related to any Servicing Contract shall be subject to the Acknowledgment Agreement and Fannie Mae Requirements. 

Section 4.08 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. 

Section 4.09 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 4.10 Release of Security Interest. Upon the latest to
occur of (a) the repayment to Buyer of all Obligations hereunder, 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. 
 Section 4.11
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 is
rescinded or must otherwise be restored or returned by the 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 if such release had not been made. 

  
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 Section 4.12 Subordination. Seller shall not seek in any Insolvency Event of the
Issuer to be treated as part of the same class of creditors as Buyer and shall not oppose any pleading or motion by Buyer advocating that Buyer and Seller should be treated as separate classes of creditors. Seller acknowledges and agrees that its
rights with respect to the Repurchase Assets are and shall continue to be at all times while the obligations are outstanding junior and subordinate to the rights of Buyer under this Agreement. 

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) Program Agreements and Note. The Program Agreements and Note, 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 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 Seller in form and
substance acceptable to Buyer, attaching certified copies of Seller’s certificate of formation, operating agreement and corporate resolutions approving the Program Agreements 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 Program Agreements. 

(d) Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as
of no earlier than the date ten (10) Business Days prior to the Closing Date. 
 (e) Incumbency Certificate. An incumbency
certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements. 

(f) Fees. Buyer shall have received payment in full of all fees and Expenses (including the Commitment Fee, if any) which are payable
hereunder to Buyer on or before such date. 

  
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 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) 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 the Note and any Additional Balance, if applicable, related to a proposed
Transaction hereunder on such Business Day. 
 (b) No Margin Deficit. After giving effect to each new Transaction, the aggregate
outstanding amount of the Purchase Price shall not exceed the Asset Value of the Note then in effect. 
 (c) No Default. No Default or
Event of Default shall have occurred and be continuing. 
 (d) 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 Transactions with a Pricing Rate based on Base Rate. 
 (e) 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 Program Agreement 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). 

(f) Note. Buyer shall have received the Note and evidence of the Additional Balances relating to any Purchased Assets, which is in form
and substance satisfactory to Buyer in its sole discretion. 
 (g) Material Adverse Change. None of the following shall have occurred
and/or be continuing: 
 (A) Buyer’s corporate bond rating as calculated by S&P or Moody’s has been lowered or
downgraded to a rating below investment grade by S&P or Moody’s; 
 (B) an event or events shall have occurred in
the good faith determination of Buyer resulting in the effective absence of a “lending market” for financing debt obligations secured by mortgage loans or servicing receivables or securities backed by mortgage loans or servicing
receivables or an event or events shall have occurred resulting in Buyer not being able to finance the Note through the “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of
such event or events; or 

  
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 (C) there shall have occurred a material adverse change in the financial
condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement. 

(h) Fees. Buyer shall have received payment in full of all fees and Expenses (including the Commitment Fee, if any) which are payable
hereunder to Buyer on or before such date. 
 Section 5.03 Closing Subject to Conditions Precedent. The obligation of the Buyer
to purchase the Note is subject to the satisfaction on or prior to the Closing Date of the following conditions (any or all of which may be waived by the Buyer): 

(a) Performance by the Issuer and PMC. All the terms, covenants, agreements and conditions of the Transaction Documents to be complied
with, satisfied, observed and performed by the Issuer, and PMC on or before the Closing Date shall have been complied with, satisfied, observed and performed in all material respects. 

(b) Representations and Warranties. Each of the representations and warranties of the Issuer and PMC made in the Transaction Documents
shall be true and correct in all material respects as of the Closing Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof
and except to the extent they expressly relate to an earlier or later time). 
 (c) Officer’s Certificate. The Administrative
Agent, the Buyer and the Indenture Trustee shall have received in form and substance reasonably satisfactory to the Administrative Agent an officer’s certificate from PMC and a certificate of an Authorized Officer of the Issuer, dated the
Closing Date, each certifying to the satisfaction of the conditions set forth in the preceding paragraphs (a) and (b), in each case together with incumbency, by-laws, resolutions and good
standing. 
 (d) Opinions of Counsel to the Issuer and PMC. Counsel to the Issuer and PMC shall have delivered to the Administrative
Agent, the Buyer and the Indenture Trustee favorable opinions, dated the Closing Date and satisfactory in form and substance to the Administrative Agent and its counsel, relating to corporate matters, enforceability, securities contract, non-consolidation and perfection and an opinion as to which state’s law applies to security interest and perfection matters. In addition to the foregoing, PMC, as servicer, shall have caused its counsel to
deliver to the Issuer, the Buyer, as purchaser of the Note hereunder, the Administrative Agent and the Indenture Trustee an opinion as to certain tax matters dated as of the Closing Date, satisfactory in form and substance to the Administrative
Agent, the Buyer and their respective counsel. 
 (e) Officer’s Certificate of Indenture Trustee. The Administrative Agent and
the Buyer shall have received in form and substance reasonably satisfactory to the Administrative Agent an Officer’s Certificate from the Indenture Trustee, dated the Closing Date, with respect to the Base Indenture, together with incumbency
and good standing. 

  
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 (f) Opinions of Counsel to the Indenture Trustee. Counsel to the Indenture Trustee shall
have delivered to the Administrative Agent and the Buyer a favorable opinion dated the Closing Date and reasonably satisfactory in form and substance to the Administrative Agent and its counsel related to the enforceability of the Base Indenture.

 (g) Opinions of Counsel to the Owner Trustee. Delaware counsel to the Owner Trustee of the Issuer shall have delivered to the
Administrative Agent and the Buyer favorable opinions regarding the formation, existence and standing of the Issuer and of the Issuer’s execution, authorization and delivery of each of the Transaction Documents to which it is a party and such
other matters as the Administrative Agent and the Buyer may reasonably request, dated the Closing Date and reasonably satisfactory in form and substance to the Administrative Agent and the Buyer
and their respective counsel. 
 (h) Filings and Recordations. The Administrative Agent, the Buyer and the Indenture Trustee shall
have received evidence reasonably satisfactory to the Administrative Agent of (i) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect or
evidence: (A) the assignment by PMC, as Seller, to the Issuer of the ownership interest in the Collateral conveyed pursuant to the PC Repurchase Agreement and the proceeds thereof and (ii) the completion of all recordings, registrations,
and filings as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect or evidence the grant of a first priority perfected security interest in the Issuer’s ownership interest in the Collateral in favor
of the Indenture Trustee, subject to no Liens prior to the Lien created by the Base Indenture. 
 (i) Documents. The Administrative
Agent, the Buyer and the Indenture Trustee shall have received a duly executed counterpart of each of the Transaction Documents, in form acceptable to the Buyer, the Note and each and every document or certification delivered by any party in
connection with any such Transaction Documents or the Note, and each such document shall be in full force and effect. 
 (j) Actions or
Proceedings. No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Transaction
Documents, the Note and the documents related thereto in any material respect. 
 (k) Approvals and Consents. All Governmental Actions
of all Governmental Authorities required with respect to the transactions contemplated by the Transaction Documents, the Note and the documents related thereto shall have been obtained or made. 

(l) Fees, Costs and Expenses. Buyer shall have received payment in full of all fees and Expenses (including the Commitment Fee, if any)
which are payable hereunder to Buyer on or before the Closing Date, and the fees, costs and expenses payable by the Issuer and PMC on or prior to the Closing Date pursuant to this Agreement or any other Transaction Document shall have been paid in
full. 
 (m) [Reserved]. 

  
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 (n) Other Documents. PMC shall have furnished to the Administrative Agent, the Buyer and
the Indenture Trustee such other opinions, information, certificates and documents as the Administrative Agent may reasonably request. 
 (o)
MSR Valuation Agent. PMC shall have engaged the MSR Valuation Agent pursuant to an agreement reasonably satisfactory to the Administrative Agent. 

(p) Proceedings in Contemplation of Sale of the Note. All actions and proceedings undertaken by the Issuer and PMC in connection with
the issuance and sale of the Note as herein contemplated shall be satisfactory in all respects to the Administrative Agent, the Buyer and their respective counsel. 

(q) Advance Rate Reduction Event, Servicer Termination Events, Events of Default and Funding Interruption Events. No Advance Rate
Reduction Event, Servicer Termination Event, Event of Default or Funding Interruption Event shall then be occurring. 
 (r) [Reserved]. 

(s) Satisfaction of Conditions. Each of the Funding Conditions shall have been satisfied. 

If any condition specified in this Section 5.03 shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Buyer by notice to PMC at any time at or prior to the Closing Date, and the Buyer shall incur no liability as a result of such termination. 

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 Litigation. Seller will promptly, and in any event within ten (10) days
after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings
affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Program Agreements or any action to be
taken in connection with the transactions contemplated hereby, (ii) makes a claim individually or in the aggregate in an amount greater than $10,000,000, or (iii) which, individually or in the aggregate, if adversely determined, could be
reasonably likely to have a Material Adverse Effect. On the fifth (5th) day of each calendar month (or if such day is not a Business Day, the next succeeding Business Day), Seller will provide to Buyer a litigation docket listing all litigation,
actions, suits, arbitrations, investigations (including any of the foregoing which are threatened or pending) or other legal or arbitrable proceedings affecting Seller or any of its Subsidiaries or affecting any of the Property of any of them before
any Governmental Authority. Seller will promptly provide notice of any judgment, which with the passage of time, could cause an Event of Default hereunder. 

  
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 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 the
Note and Additional Balances. Seller shall deliver to Buyer on the third Business Day of each week (the “Weekly Report Date”) a cumulative Asset Schedule, each of which, when so delivered, shall replace the current Asset Schedule
and which may be delivered in electronic form acceptable to Buyer. Each such updated Asset Schedule shall indicate the outstanding VFN Principal Balance of the Note as of the close of the preceding week. 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 against all adverse claims and demands. 
 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 Agreements), any of the Purchased Assets or any
interest therein, provided that this Section 6.05 shall not prevent any transfer of Purchased Assets in accordance with the Program Agreements. 

Section 6.06 Security Interest. Seller shall do all things necessary to preserve the Purchased 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 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 any Program Agreement and Seller shall fully perform or cause to be performed when due all of its obligations
under any Purchased Assets and any Program Agreement. 
 Section 6.07 Records. 

(a) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets in accordance with
industry custom and practice for assets similar to the Purchased Assets, including those maintained pursuant to Section 6.08, and all such Records shall be in Seller’s or Buyer’s possession unless Buyer otherwise
approves. Seller will maintain all such Records in good and complete condition in accordance with industry practices for assets similar to the Purchased Assets and preserve them against loss. 

  
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 (b) For so long as Buyer has an interest in or lien on any Purchased Assets, Seller will hold or
cause to be held all related Records in trust for Buyer. 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 Approvals. Seller shall
maintain all licenses, permits or other approvals necessary for Seller to conduct its business and to perform its obligations under the Program Agreements, and Seller shall conduct its business strictly in accordance with applicable law. 

Section 6.10 Material Change in Business. Seller shall not make any material change in the nature of its business as carried on at
the Closing Date. 
 Section 6.11 Distributions. If an Event of Default has occurred and is continuing, Seller shall not pay any
dividends with respect to any capital stock or other equity interests in such entity, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in
obligations of Seller. 
 Section 6.12 Applicable Law. Seller shall comply with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority. 
 Section 6.13 Existence. Seller shall preserve and maintain its legal
existence and all of its material rights, privileges, licenses and franchises. 
 Section 6.14 Chief Executive Office; Jurisdiction
of Organization. Seller shall not move its chief executive office from the address referred to in Section 3.17 or change its jurisdiction of organization from the jurisdiction referred to in
Section 3.17 unless it shall have provided Buyer at least thirty (30) days’ prior written notice of such change. 

Section 6.15 Taxes. Seller 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. 

  
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 Section 6.16 Transactions with Affiliates. Other than the purchase of the Note,
Seller will not enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction (a) does not result in a Default hereunder, (b) is in the
ordinary course of Seller’s business and (c) is upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate, or make a payment that
is not otherwise permitted by this Section 6.16 to any Affiliate. 
 Section 6.17 Guarantees. Seller
shall not create, incur, assume or suffer to exist any Guarantees, except (i) to the extent reflected in Seller’s financial statements or notes thereto and (ii) to the extent the aggregate Guarantees of Seller do not exceed $250,000.

 Section 6.18 Indebtedness. Seller shall not incur any additional material Indebtedness other than (i) the Existing
Indebtedness specified on Exhibit B hereto; (ii) Indebtedness incurred with Buyer or its Affiliates; (iii) Indebtedness incurred in connection with new or existing secured lending facilities and (iv) usual
and customary accounts payable for a mortgage company), without the prior written consent of Buyer. 
 Section 6.19 True and Correct
Information. All information, reports, exhibits, schedules, financial statements or certificates of Seller, any Affiliate thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of Seller are and will be
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. All required financial statements,
information and reports delivered by Seller to Buyer pursuant to this Agreement shall be prepared in accordance with U.S. GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations. 

Section 6.20 No Pledge. Except as contemplated herein, Seller shall not pledge, grant a security interest or assign any existing
or future rights to service any of the Repurchase Assets or pledge or grant to any other Person any security interest in the Note. 

Section 6.21 Plan Assets. Seller shall not be an employee benefit plan as defined in Section 3 of Title I of ERISA, or a
plan described in Section 4975(e)(1) of the Code and Seller shall not use “plan assets” within the meaning of 29 CFR § 2510.3 101, as amended by Section 3(42) of ERISA to engage in this Agreement or any Transaction
hereunder. Transactions to or with Seller 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 6.22 Sharing of Information. Seller shall allow Buyer to exchange information related to Seller and the Transactions
hereunder with third party lenders and Seller shall permit each third party lender to share such information with Buyer. 

Section 6.23 Modification of the Base Indenture and Series 2017-VF1 Indenture Supplement.
Seller shall not consent with respect to any of the Base Indenture and the Series 2017-VF1 Indenture Supplement related to the Purchased Assets, to (i) the modification, amendment or termination of such
the Base Indenture and the Series 2017-VF1 Indenture 

  
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Supplement, (ii) the waiver of any provision of the Base Indenture and the Series 2017-VF1 Indenture Supplement, or (iii) the resignation of PMC
as servicer under the Base Indenture and the Series 2017-VF1 Indenture Supplement, or the assignment, transfer, or material delegation of any of its rights or obligations, under such the Base Indenture and the
Series 2017-VF1 Indenture Supplement, without the prior written consent of Buyer exercised in Buyer’s sole discretion. 

Section 6.24 Reporting Requirements. 

(a) Seller shall furnish to Buyer (i) promptly, copies of any material and adverse notices (including notices of defaults, breaches,
potential defaults or potential breaches) and any material financial information that is not otherwise required to be provided by Seller hereunder which is given to Seller’s lenders, (ii) promptly, notice of the occurrence of (1) any
Event of Default hereunder; (2) any default or material breach by Seller of any obligation under any Program Agreement or any material contract or agreement of Seller or (3) the occurrence of any event or circumstance that such party
reasonably expects has resulted in, or will, with the passage of time, result in, a Material Adverse Effect or an Event of Default and (iii) the following: 

(1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the
unaudited balance sheet of Seller, as at the end of such period and the related unaudited consolidated statements of income for Seller for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of
a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements or financial statements, as applicable, fairly present in all material respects the consolidated financial condition or financial condition,
as applicable, and results of operations of Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end adjustments); 

(2) as soon as available and in any event within forty (40) calendar days after the end of each calendar quarter, the
unaudited cash flow statements of Seller, as at the end of such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said
consolidated financial statements or financial statements, as applicable, fairly present in all material respects the consolidated financial condition or financial condition, as applicable, and results of operations of Seller in accordance with
GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end adjustments); 

(3) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the balance
sheet of Seller, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller for such year, setting forth in comparative form the figures for the previous year, accompanied
by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Buyer in its sole discretion, shall have no “going concern” qualification and
shall state that said consolidated 

  
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financial statements or financial statements, as applicable, fairly present the consolidated financial condition or financial condition, as applicable, and results of operations of Seller as at
the end of, and for, such fiscal year in accordance with GAAP; 
 (4) such other prepared statements that Buyer may
reasonably request; 
 (5) [reserved]; 

(6) from time to time such other information regarding the financial condition, operations, or business of Seller as Buyer may
reasonably request; 
 (7) as soon as reasonably possible, and in any event within thirty (30) days after a Responsible
Officer of Seller has knowledge of the occurrence of any ERISA Event of Termination, stating the particulars of such ERISA Event of Termination in reasonable detail; 

(8) as soon as reasonably possible, notice of any of the following events: 

a. any material dispute, litigation, investigation, proceeding or suspension between Seller on the one hand, and any
Governmental Authority or any Person; 
 b. any material change in accounting policies or financial reporting practices of
Seller; 
 c. any material issues raised upon examination of Seller or Seller’s facilities by any Governmental
Authority; 
 d. any material change in the Indebtedness of Seller, including any default, renewal, non-renewal, termination, increase in available amount or decrease in available amount related thereto; 

e. promptly upon receipt of notice or knowledge of any lien or security interest (other than security interests created hereby
or by the other Program Agreements) on, or claim asserted against, any of the Purchased Assets; and 
 f. any other event,
circumstance or condition that has resulted, or has a reasonable possibility of resulting, in a Material Adverse Effect with respect to Seller. 

(b) Officer’s Certificates. Seller will furnish to Buyer, at the time Seller furnishes each set of financial statements pursuant to
Section 6.24(a)(iii)(1), (2) or (3) above, an Officer’s Compliance Certificate of Seller. 

  
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 (c) Other. Seller shall deliver to Buyer any other reports or information reasonably
requested by Buyer or as otherwise required pursuant to this Agreement and the Indenture (including all reports and information delivered by the Issuer, the Administrator or the Indenture Trustee relating to the Note). 

(d) Regulatory Reporting Compliance. Seller shall, on or before the last Business Day of the fifth (5th) month following the end of each of Seller’s fiscal years (December 31), beginning with the fiscal year ending in 2017, deliver to Buyer a copy of the results of any Uniform Single Attestation
Program for Mortgage Bankers or an Officer’s Certificate that satisfies the requirements of Item 1122(a) of Regulation AB, an independent public accountant’s report that satisfies the requirements of Item 1123 of Regulation AB, or similar
review conducted on Seller by its accountants, and such other reports as Seller may prepare relating to its servicing functions as Seller. 

Section 6.25 Liens on Substantially All Assets. Seller shall not grant a security interest to any Person other than Buyer or an
Affiliate of Buyer in substantially all assets of Seller unless Seller has entered into an amendment to this Agreement that grants to Buyer a pari passu security interest on such assets. 

Section 6.26 Litigation Summary. On each date on which the Officer’s Compliance Certificate is delivered, Seller shall
provide to Buyer a true and correct summary of all material actions, notices, proceedings and investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge,
threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal. 
 Section 6.27
Hedging. On each date on which the Officer’s Compliance Certificate is delivered, Seller shall provide a true and correct summary of all interest rate protection agreements entered into or maintained by Seller. 

Section 6.28 MSR Valuation. On each date on which the Officer’s Compliance Certificate is delivered, Seller shall provide a
detailed summary of the Market Value Percentage of MSRs most recently delivered in the Market Value Report. 
 Section 6.29 Most
Favored Status. Seller and Buyer each agree that should Seller or any Affiliate thereof enter into a repurchase agreement or credit facility with any Person other than Buyer or an Affiliate of Buyer which by its terms provides any of the
following (each, a “More Favorable Agreement”): 
 (a) more favorable terms with respect to any guaranties or financial
covenants, including covenants covering the same or similar subject matter set forth or referred to in Section 6.11 hereof and Section 2 of the Pricing Side Letter; 

(b) a security interest to any Person other than Buyer or an Affiliate of Buyer in substantially all assets of Seller or any Affiliate thereof;
or 
 (c) a requirement that Seller has added or will add any Person other than Buyer or an Affiliate of Buyer as a loss payee under
Seller’s Fidelity Insurance; 

  
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then the terms of this Agreement shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, such that such terms operate in favor of
Buyer or an Affiliate of Buyer; provided, that in the event that such More Favorable Agreement is terminated, upon notice by Seller to Buyer of such termination, the original terms of this Agreement shall be deemed to be automatically reinstated.
Seller and Buyer further agree to execute and deliver any new guaranties, agreements or amendments to this Agreement evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such
amendment, but shall merely be for the convenience of the parties hereto. Promptly upon Seller or any Affiliate thereof entering into a repurchase agreement or other credit facility with any Person other than Buyer, Seller shall deliver to Buyer a
true, correct and complete copy of such repurchase agreement, loan agreement, guaranty or other financing documentation. 

Section 6.30 Servicer Administration. If at any time PMC intends to service the Mortgage Loans directly without a subservicer, PMC
shall not less than ninety (90) days prior to the anticipated servicing transfer date, provide notice to the Administrative Agent of such intention and solicit Administrative Agent’s prior written consent, which the Administrative Agent
shall have sixty (60) days from the receipt of the notice to provide and which consent may not be unreasonably withheld. If the Administrative Agent denies the request for consent in writing, then PMC shall repurchase the Note not later than
the later of (x) the sixtieth (60th) day following receipt of the Administrative Agent’s denial letter or (y) such anticipated servicing transfer date. 

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 to (i) make any payment (which failure continues for a period of two
(2) Business Days following written notice (which may be in electronic form) from Buyer) of Price Differential or Repurchase Price or any other sum which has become due, on a Price Differential Payment Date or a Repurchase Date or otherwise,
whether by acceleration or otherwise, under the terms of this Agreement, any other warehouse and security agreement or any other document, in each case evidencing or securing Indebtedness of Seller to Buyer or to any Affiliate of Buyer, or
(ii) cure any Margin Deficit when due pursuant to Section 2.05 hereof. 
 (b) Cross Default. Seller or
Affiliates thereof shall be in default under (i) any Program Agreement or any Repurchase Document; provided that any such default under the Indenture shall constitute an “Event of Default” only if it continues unremedied for a
period of two (2) Business Days after a Responsible Officer of the Seller obtains actual knowledge of such failure, or receives written notice from Buyer of such default; (ii) any Indebtedness, in the aggregate, in excess of
$1 million of Seller or any Affiliate thereof which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such
Indebtedness, or (iii) any other contract or contracts, in the aggregate in excess of $1 million to which Seller or any Affiliate thereof is a party which default (1) involves the failure to pay a matured obligation, or
(2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract. 

  
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 (c) Assignment. Assignment or attempted assignment by Seller 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 to any person other than Buyer. 

(d) Insolvency. An Act of Insolvency shall have occurred with respect to Seller or any Affiliate thereof. 

(e) Material Adverse Change. Any material adverse change in the Property, business, financial condition or operations of Seller or any
of its Affiliates shall occur, in each case as determined by Buyer in its sole good faith discretion, or any other condition shall exist which, in Buyer’s sole good faith discretion, constitutes a material impairment of Seller’s ability to
perform its obligations under this Agreement or any other Program Agreement. 
 (f) 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 Existence), 3.07 (Solvency), 3.12 (Material Adverse
Change), Section 3.22 (Other Indebtedness), Section 6.02 (Prohibition of Fundamental Changes), Section 6.13 (Existence),
Section 6.17 (Guarantees), Section 6.18 (Indebtedness), Section 6.20 (No Pledge) or Section 6.21 (Plan Assets) of
this Agreement. 
 (g) Additional Breach of Representation or Covenant. A material breach by Seller of any other material
representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 7.01(f) above), if such breach is not cured within five (5) Business Days or, in the case of a breach of
Section 6.03, three (3) Business Days, and in the case of a breach of Section 2 of the Pricing Side Letter (Financial Covenants), one (1) Business Day. 

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

(i) Failure to Transfer. Seller fails to transfer a material portion of the Purchased Assets to Buyer on the applicable Purchase Date
(provided Buyer has tendered the related Purchase Price). 
 (j) Judgment. A final judgment or judgments for the payment of money in
excess of $10,000,000 shall be rendered against Seller or any of their Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction and the same shall not be satisfied, discharged (or provision shall not be made for
such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof. 

(k) 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 or any Affiliate thereof, or shall have taken any action to displace the


  
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management of Seller or any Affiliate thereof or to curtail its authority in the conduct of the business of Seller or any Affiliate thereof, or takes any action in the nature of enforcement to
remove, limit or restrict the approval of Seller or Affiliate as an issuer, buyer or a seller/servicer of mortgage loans or securities backed thereby, and such action provided for in this subparagraph (l) shall not have been discontinued or
stayed within thirty (30) days. 
 (l) Inability to Perform. A Responsible Officer of Seller or VFN Guarantor shall admit its
inability to, or its intention not to, perform any of Seller’s Obligations or VFN Guarantor’s obligations hereunder or the VFN Repo Guaranty. 

(m) Security Interest. This Agreement shall for any reason cease to create a valid, first priority security interest in any material
portion of the Repurchase Assets purported to be covered hereby. 
 (n) Financial Statements. Seller’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 as a “going concern” or a reference of similar import. 

(o) 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 VFN Guarantor’s obligations under the VFN Repo Guaranty. 
 (p) VFN Guarantor Breach. A
breach by VFN Guarantor of any material representation, warranty or covenant set forth in the VFN Repo Guaranty or any other Program Agreement, any “event of default” by VFN Guarantor under the VFN Repo Guaranty, any repudiation of the VFN
Repo Guaranty by VFN Guarantor, or if the VFN Repo Guaranty is not enforceable against VFN Guarantor. 
 (q) PMH Documents. 

(i) Any material provision of any PMH Document shall at any time for any reason cease to be valid and binding or in full
force and effect. 
 (ii) PMH shall deny that it has any or further liability or obligation under any material provision
of any PMH Document. 
 (iii) PMC or PMH shall fail to perform or observe any material covenant, term, obligation or
agreement contained in any PMH Document or defaults in the performance or observance of any of its material obligations under any PMH Document and such default shall continue after the earlier of (x) the expiration of the grace period
applicable thereto under such PMH Document and (y) two (2) Business Days. 
 (iv) The validity or enforceability of
any material provision of any PMH Document shall be contested by any party thereto. 

  
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 (v) Any representation or warranty set forth on Schedule 1-C to the PC Repurchase Agreement shall be untrue in any material respect; unless in each case of clauses (i) through (v) above, the related Sold MSR
Excess Spread subject to the PMH Document is repurchased by PMH within two (2) Business Days following notice or knowledge thereof. 

(r) Subservicer Side Letter Agreement. Failure of Seller to deliver to Buyer a fully executed and effective Subservicer Side Letter
Agreement on or before the Closing Date. 
 Section 7.02 No Waiver. An Event of Default shall be deemed to be continuing unless
expressly waived by 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(d), 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 Program Agreement 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 Program Agreement. 

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 Margin in respect of the Pricing Rate shall be increased, to the extent permitted by law, as set forth in clause (ii) of the definition of “Margin”. 

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 Program Agreements, 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 Program
Agreements, 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 Program Agreements, and each and every term, condition and other provision of this Agreement and the Program Agreements 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 Program Agreements shall be deemed to be continuing unless and until waived in writing by Buyer. 

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. 
 Section 9.02 Participations and Transfers. 

(a) Buyer may in accordance with applicable law at any time sell to one or more banks or other entities (“Participants”)
participating interests in all or a portion of Buyer’s rights and obligations under this Agreement and the other Program Agreements; provided, that (i) Seller has consented to such sale; provided, however,
Seller’s consent shall not be required in the event that (A) such Participant is an Affiliate of Buyer or (B) an Event of Default has occurred; (ii) each such sale shall represent an interest in a Transaction in a Purchase Price
of $1,000,000 or more and (iii) other than with respect to a participating interest consisting of a pro rata interest in all payments due to Buyer under this Agreement and prior to an Event of Default Buyer receives an opinion of a nationally
recognized tax counsel experienced in such matters that such sale will not result in the Issuer being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as
a corporation, each for U.S. federal income tax purposes. In the event of any such sale by Buyer of participating interests to a Participant, Buyer shall remain a party to the Transaction for all purposes under this Agreement and Seller shall
continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement. 

  
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 (b) Buyer may in accordance with applicable law at any time assign, pledge, hypothecate, or
otherwise transfer to one or more banks, financial institutions, investment companies, investment funds or any other Person (each, a “Transferee”) all or a portion of Buyer’s rights and obligations under this Agreement and the
other Program Agreements; provided, that (i) Seller has consented to such assignment, pledge, hypothecation, or other transfer; provided, however, Seller’s consent shall not be required in the event that
(A) such Transferee is an Affiliate of Buyer or (B) an Event of Default has occurred; (ii) absent an Event of Default, Buyer shall give at least ten days’ prior notice thereof to Seller; and (iii) that each such sale shall
represent an interest in the Transactions in an aggregate Purchase Price of $1,000,000 or more and (iv) other than with respect to an assignment, pledge, hypothecation or transfer consisting of a pro rata interest in all payments due to Buyer
under this Agreement and prior to an Event of Default Buyer received an opinion of a nationally recognized tax counsel experienced in such matters that such assignment, pledge, hypothecation or transfer will not result in the Issuer being subject to
tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. In the event of any such assignment, pledge,
hypothecation or transfer by Buyer of Buyer’s rights under this Agreement and the other Program Agreements, Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this
Agreement. Buyer (acting as agent for Seller) shall maintain at its address referred to in Section 10.05 a register (the “Register”) for the recordation of the names and addresses of Transferees, and the
Purchase Price outstanding and Price Differential in the Transactions held by each thereof. The entries in the Register shall be prima facie conclusive and binding, and Seller may treat each Person whose name is recorded in the Register as
the owner of the Transactions recorded therein for all purposes of this Agreement. No assignment shall be effective until it is recorded in the Register. 

(c) All actions taken by Buyer pursuant to this Section 9.02 shall be at the expense of Buyer. Buyer may distribute
to any prospective assignee any document or other information delivered to Buyer by Seller. 
 Section 9.03 Buyer and Participant
Register. 
 (a) Subject to acceptance and recording thereof pursuant to paragraph (b) of this
Section 9.03, from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment and acceptance, have
the rights and obligations of Buyer under this Agreement. Any assignment or transfer by Buyer of rights or obligations under this Agreement that does not comply with this Section 9.03 shall be treated for purposes of this
Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 9.02. 

(b) Seller or an agent of Seller shall maintain a register (the “Transaction Register”) on which it will record the
Transactions entered into hereunder, and each assignment and acceptance and participation. The Transaction Register shall include the names and addresses of Buyers (including all assignees, successors and Participants), and the Purchase Price of the
Transactions entered into by Buyer. Failure to make any such recordation, or any error in such recordation shall not affect Seller’s obligations in respect of such Transactions. If Buyer sells a participation in any Transaction, it shall
provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Agreement or under any applicable law
or governmental regulation or procedure. 

  
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 ARTICLE X 

MISCELLANEOUS 

Section 10.01 Survival. This Agreement and the other Program Agreements 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 Indemnification. Seller shall, and hereby agrees to, indemnify, defend and hold harmless Buyer, any Affiliate of
Buyer and their respective directors, officers, agents, employees and counsel from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally
judicially determined to have resulted from their own gross negligence or willful misconduct) as a consequence of, or arising out of or by reason of any litigation, investigations, claims or proceedings which arise out of or are in any way related
to, (i) this Agreement or any other Program Agreement or the transactions contemplated hereby or thereby, (ii) Seller’s servicing practices or procedures; (iii) any actual or proposed use by Seller of the proceeds of the Purchase
Price, and (iv) any Default, Event of Default or any other breach by Seller of any of the provisions of this Agreement or any other Program Agreement, including amounts paid in settlement, court costs and reasonable fees and disbursements of
counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing. If and to the extent that any Obligations are unenforceable for any reason, Seller hereby
agrees to make the maximum contribution to the payment and satisfaction of such Obligations which is permissible under applicable law. Seller’s obligations set forth in this Section 10.02 shall survive any termination
of this Agreement and each other Program Agreement and the payment in full of the Obligations, and are in addition to, and not in substitution of, any other of its obligations set forth in this Agreement or otherwise. In addition, Seller shall, upon
demand, pay to Buyer all costs and Expenses (including the reasonable fees and disbursements of counsel) paid or incurred by Buyer in (i) enforcing or defending its rights under or in respect of this Agreement or any other Program Agreement,
(ii) collecting the Purchase Price outstanding, (iii) foreclosing or otherwise collecting upon any Repurchase Assets and (iv) obtaining any legal, accounting or other advice in connection with any of the foregoing. 

Section 10.03 Nonliability of Buyer. The parties hereto agree that, notwithstanding any affiliation that may exist between
Seller and Buyer, the relationship between Seller and Buyer shall be solely that of arms-length participants. Buyer shall not have any fiduciary responsibilities to Seller. Seller (i) agrees that Buyer shall not have any liability to Seller
(whether sounding in tort, contract or otherwise) for losses suffered by Seller in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this agreement, the other loan documents
or any other agreement entered into in connection herewith or any act, omission or event occurring in connection therewith, unless it is determined by a judgment of a court that is binding on Buyer (which


  
 -41- 








 
judgment shall be final and not subject to review on appeal), that such losses were the result of acts or omissions on the part of Buyer constituting gross negligence or willful misconduct and
(ii) waives, releases and agrees not to sue upon any claim against Buyer (whether sounding in tort, contract or otherwise), except a claim based upon gross negligence or willful misconduct. Whether or not such damages are related to a claim
that is subject to such waiver and whether or not such waiver is effective, Buyer shall not have any liability with respect to, and Seller hereby waives, releases and agrees not to sue upon any claim for, any special, indirect, consequential or
punitive damages suffered by Seller in connection with, arising out of, or in any way related to the transactions contemplated or the relationship established by this Agreement, the other loan documents or any other agreement entered into in
connection herewith or therewith or any act, omission or event occurring in connection herewith or therewith, unless it is determined by a judgment of a court that is binding on Buyer (which judgment shall be final and not subject to review on
appeal), that such damages were the result of acts or omissions on the part of Buyer, as applicable, constituting willful misconduct or gross negligence. 

Section 10.04 Governing Law; Submission to Jurisdiction; Waivers. 

(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 VFN Repo Guaranty by, or recourse to, any direct or indirect parent or other Affiliate of Buyer. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 (b) EACH OF THE
PARTIES HERETO AND THE BUYER, BY THEIR ACCEPTANCE OF THE NOTE, HEREBY IRREVOCABLY AND UNCONDITIONALLY: 
 (i) SUBMITS FOR ITSELF AND ITS
PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF; 

  
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 (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT
PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE
SAME; 
 (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING; 

(iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION; AND 
 (v) WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY. 

Section 10.05 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 Seller: 
 PennyMac Corp.

 3043 Townsgate Road, Suite 300 

Westlake Village, CA 91361 

Attention: Pamela Marsh/Josh Smith 

Phone Number: (805) 330-6059/ (818) 746-2877 

E-mail: pamela.marsh@pnmac.com; josh.smith@pnmac.com; 

contract.finance@pnmac.com 

with a copy to: 
 PennyMac Corp.

 3043 Townsgate Road, Suite 300 

Westlake Village, CA 91361 

Attention: Jeff Grogin 
 Phone
Number: (818) 224-7050 
 E-mail:
jeff.grogin@pnmac.com 

  
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 If to Buyer: 

For Transaction Notice: 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 

c/o Credit Suisse Securities (USA) LLC 

One Madison Avenue, 2nd floor 

New York, NY 10010 
 Attention:
Christopher Bergs, Resi Mortgage Warehouse Ops 
 Phone:
212-538-5087 

E-mail: christopher.bergs@credit-suisse.com 

with a copy to: 
 CREDIT SUISSE
FIRST BOSTON MORTGAGE CAPITAL LLC 
 c/o Credit Suisse Securities (USA) LLC 

Eleven Madison Avenue, 4th Floor 

New York, NY 10010 
 Attention:
Margaret Dellafera 
 Phone Number: 212-325-6471 

Fax Number: 212-743-4810 

E-mail: margaret.dellafera@credit-suisse.com 

For all other Notices: 

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC 

c/o Credit Suisse Securities (USA) LLC 

Eleven Madison Avenue, 4th Floor 

New York, NY 10010 
 Attention:
Margaret Dellafera 
 Phone Number: 212-325-6471 

Fax Number: 212-743-4810 

E-mail: margaret.dellafera@credit-suisse.com 

Section 10.06 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 Program Agreement 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.


  
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 Section 10.07 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 10.08 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 10.09
Periodic Due Diligence Review. Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to Seller and the Purchased Assets, for purposes of verifying compliance with the representations, warranties
and specifications made hereunder, or otherwise, and Seller agree that upon reasonable (but no less than five (5) Business Days’) prior written notice unless an Event of Default shall have occurred, in which case no notice is required, to
Seller, 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 business, to examine, inspect, and make copies and
extracts of, any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession or under the control of Seller. Seller also shall make available to Buyer a knowledgeable financial or accounting
officer for the purpose of answering questions respecting the Purchased Assets. Without limiting the generality of the foregoing, Seller acknowledges 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 Purchased Assets related to a Transaction. Seller agrees 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. 

Section 10.10 Hypothecation or Pledge of Repurchase Assets. 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; provided that prior to an Event of Default, such pledge, repledge, transfer, hypothecation or rehypothecation is treated as a financing or hedging transaction for U.S. federal income tax purposes or a pro rata interest in all
payments due to Buyer under this Agreement; provided, further that other than with respect to a pro rata interest in all payments due to Buyer under this Agreement and prior to an Event of Default Buyer receives an opinion of a nationally recognized
tax counsel experienced in such matters that such repurchase transaction, pledge, repledge, transfer, hypothecation or rehypothecation will not result in the Issuer being subject to tax on its net income as an association (or publicly traded
partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for U.S. federal income tax purposes. 

  
 -45- 








 Section 10.11 Non-Confidentiality of Tax
Treatment. 
 (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer
or Seller, 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 or Seller, except for (i) disclosure to Buyer’s or
Seller’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, or (ii) 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 Program Agreements, 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, Purchase Price and Commitment Fee (if any)) or other nonpublic business or financial information (including any sublimits) 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. 

(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 of Buyer 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 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller. Seller
shall notify Buyer immediately 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 of Buyer provided directly to
Seller by Buyer or such 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. 

  
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 Section 10.12 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, any such notice being expressly waived by Seller to the extent permitted by applicable law to
set-off and appropriate and apply against any Obligation from Seller or any Affiliate thereof to Buyer or any of its Affiliates 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 or any Affiliate thereof to or for the credit or the account of Seller or any Affiliate thereof. Buyer agrees promptly to notify Seller 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 10.13 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, as amended 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 4.07, Section 7.03 or
Section 10.12 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and Section 561 of Title 11 of the United States Code, as amended. 

(c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the
Federal Deposit Insurance Act, as amended (“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 Federal Deposit Insurance Corporation Improvement Act of 1991 (“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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 (f) It is the intention of the parties that, for U.S. federal income tax purposes and for
accounting purposes, each Transaction constitute a financing, and that Seller be (except to the extent that Buyer shall have exercised its remedies following an Event of Default) the owner of the Purchased Assets for such purposes. Unless prohibited
by applicable law, Seller and Buyer shall treat the Transactions as described in the preceding sentence (including on any and all filings with any U.S. federal, state, or local taxing authority and agree not to take any action inconsistent with such
treatment). 

  
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 IN WITNESS WHEREOF, Seller 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. 
  

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Buyer
		
	By:	 	/s/ Michael Eaton
		 	Name: Michael Eaton
		 	Title: Authorized Signatory
		
	By:	 	/s/ Elie Chau
		 	Name: Elie Chau
		 	Title: Authorized Signatory


 [Signature Page to VF1 Master Repurchase Agreement] 







 
			
	CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent
		
	By:	 	/s/ Dominic Obaditch
		 	Name: Dominic Obaditch
		 	Title: Vice President


 [Signature Page to VF1 Master Repurchase Agreement] 







 
			
	 PENNYMAC CORP., 
 as
Seller

		
	By:	 	/s/ Pamela Marsh
		 	Name: Pamela Marsh
		 	Title: Managing Director, Treasurer


 [Signature Page to VF1 Master Repurchase Agreement] 







 SCHEDULE 1 

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 Program Agreements and amendments: 
  

					
	 Name
	    	 Title
	  	 Signature

	Pamela Marsh	    	Managing Director, Treasurer	  	  

	
	Responsible Officers for execution of Transaction Notices and day-to-day operational functions:
			
	 Name
	    	 Title
	  	 Signature

	Pamela Marsh	    	Managing Director, Treasurer	  	  

			
	Maurice Watkins	    	Managing Director, Capital Markets	  	  

			
	Thomas Rettinger	    	Managing Director, Portfolio Risk Management	  	  

			
	Richard Hetzel	    	Authorized Representative	  	  

			
	Adeshola Makinde	    	Authorized Representative	  	  



  
 Schedule 1-1 








 SCHEDULE 2 

ASSET SCHEDULE 
  

																	
	 Note
	  	Initial Note
Balance	 	  	Additional
Balance(s)	 	  	Outstanding VFN
Principal Balance	 	  	Maximum VFN
Principal Balance	 
	 PMT ISSUER TRUST—FMSR, Class A-VF1 Variable
Funding Note
	  	$	473,403,372.15	 	  	$	0	 	  	$	473,403,372.15	 	  	$	1,000,000,000	 


  
 Schedule 2-1 








 SCHEDULE 3 

BUYER ACCOUNT 
  

			
	Name of Bank:	  	BNY Mellon
	ABA Number of Bank:	  	 *****

	Name of Account:	  	CSFB Mortgage Capital
	Account Number:	  	 *****



  
 Schedule 3-1 








 EXHIBIT A 

FORM OF TRANSACTION NOTICE 

Dated:
[                    ] 
 CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH 
 c/o Credit Suisse Securities (USA) LLC 

Eleven Madison Avenue 
 New York, NY 10010 

Attention: Dominic Obaditch 
 Email:
dominic.obaditch@credit-suisse.com 
 TRANSACTION NOTICE 

Ladies and Gentlemen: 
 We refer to the Master
Repurchase Agreement, dated as of [        ], 2017 (the “Agreement”), among PennyMac Corp. (the “Seller”), Credit Suisse AG, Cayman Islands Branch (the
“Buyer”) and Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”). 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: 
 1. Maximum VFN Principal Balance:
[$                    ] 
 2.
Initial Note Balance/Purchase Price requested: [$                    ] 

3. Additional Balance/Purchase Price requested:
[$                    ] 
 4.
Purchase Date: [                    ] 

5. Repurchase Date:
[                    ] 
 6.
Pricing Rate / Repurchase Price: [$                    ] 

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 Program Agreements 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 complete
updated copy of the Asset Schedule. 

  
 Exhibit A-1 








 
			
	 PENNYMAC CORP., as Seller

		
	By:	 	 



  
 Exhibit A-2 








 Asset Schedule 
  

																	
	 Note
	  	Initial Note
Balance	 	  	Additional
Balance(s)	 	  	Outstanding
VFN
Principal
Balance	 	  	Maximum
VFN
Principal
Balance	 
	 PMT ISSUER TRUST—FMSR, Class A-VF1 Variable
Funding Note
	  	$	[________	] 	  	$	[________	] 	  	$	[________	] 	  	$	[________	] 


  
 Exhibit A-3 








 EXHIBIT B 

EXISTING INDEBTEDNESS 
 [SEE
ATTACHED] 

  
 Exhibit B-1