Exhibit 10.25

 

EXECUTION VERSION

 

CONFIDENTIAL TREATMENT REQUESTED

 

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

 

AMENDMENT NO. 1
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 1, dated as of November 20, 2009 (this “Amendment”), by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Buyer”), PENNYMAC LOAN SERVICES, LLC (“Seller”), and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC  (“Guarantor”).

 

RECITALS

 

Buyer, Seller and Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (the “Existing Repurchase Agreement”; as amended by this Amendment, the “Repurchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

 

Buyer, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

 

Accordingly, Buyer, Seller and Guarantor hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Affiliate” in its entirety and replacing it with the following:

 

“Affiliate” means, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code; provided, however, that in respect of Borrower or Guarantor the term “Affiliate” shall not include BlackRock, Inc. or Highfields Capital Investment LLC.

 

SECTION 2. Covenants. Section 14 of the Existing Repurchase Agreement is hereby amended by deleting paragraph o. in its entirety and replacing it with the following:

 

o.             Underwriting Guidelines.    Without the prior written consent of Buyer, Seller shall not amend or otherwise modify the Underwriting Guidelines in any material respect. Without limiting the foregoing, in the event that Seller makes any amendment or modification to the Underwriting Guidelines, Seller shall promptly deliver to Buyer a complete copy of the amended or modified Underwriting Guidelines, specifying in detail the amendments and modifications set forth therein from the previous copy delivered.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SECTION 3. Covenants. Section 14 of the Existing Repurchase Agreement is hereby amended by deleting paragraph ff. in its entirety and replacing it with the following:

 

ff.            Additional Warehouse Line. On or after December 31, 2009, Seller shall maintain one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to the Maximum Committed Purchase Price.

 

SECTION 4. Exhibits. Exhibit D-1 of the Existing Repurchase Agreement is hereby amended by deleting the paragraph with the heading “Additional Warehouse Line.” in its entirety and replacing it with the following:

 

Additional Warehouse Line. On or after December 31, 2009, Seller has maintained one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to the Maximum Committed Purchase Price.

 

SECTION 5. Conditions Precedent. This Amendment shall become effective on November 20, 2009 (the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent:

 

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

 

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

 

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

 

SECTION 6. Representations and Warranties. Each of Seller and Guarantor hereby represents and warrants to Buyer that, except as otherwise waived in writing by Buyer, it is in compliance in all material respects with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 7. Confidentiality. Each of Buyer, Seller and Guarantor acknowledges that this Amendment, the Existing Repurchase Agreement, and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and agrees that, unless otherwise directed by a court of competent jurisdiction, it shall limit the distribution of such documents and the discussion of such transactions to such of its officers, employees, attorneys, accountants and agents as is required in order to fulfill its obligations under such documents and with respect to such transactions.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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SECTION 8. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. The execution of this Amendment by the Buyer shall not operate as a waiver of any of its rights, powers or privileges under the Repurchase Agreement including without limitation any future breaches of, or Defaults under, the Repurchase Agreement.

 

SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

SECTION 10. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

 

SECTION 11. Conflicts. The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Repurchase Agreement, the provisions of this Amendment shall control.

 

SECTION 12. Reaffirmation of Guaranty. Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that such Guaranty shall apply to all of the Obligations under the Repurchase Agreement, as it may be amended, modified and in effect, from time to time.

 

[SIGNATURE PAGE FOLLOWS]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
 
    	
Buyer: CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
    
	
 
    	
as   Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ A. Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A. Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Seller: PENNYMAC LOAN SERVICES,    LLC,
    
	
 
    	
as Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David M. Walker
    
	
 
    	
 
    	
Name:
    	
David M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief Credit Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Guarantor: PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
    
	
 
    	
as Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David M. Walker
    
	
 
    	
 
    	
Name:
    	
David M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief Credit Officer
    


 

Signature Page to Amendment No. 1 to the Master Repurchase Agreement

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

EXECUTION VERSION

 

AMENDMENT NO. 2
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 2, dated as of May 6, 2010 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended by Amendment No. 1 to the Master Repurchase Agreement, dated as of November 20, 2009 the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”). The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1. Definitions. Section 1 of the Existing Repurchase Agreement is hereby amended by adding the following defined terms in their proper alphabetical order:

 

“Correspondent Loan” means a Mortgage Loan which is (i) originated by a Correspondent Seller and underwritten in accordance with the Underwriting Guidelines and (ii) acquired by the Seller from a Correspondent Seller in the ordinary course of business, for sale to the Buyer pursuant to this Agreement.

 

“Correspondent Seller” means a mortgage loan originator that sells Mortgage Loans originated by it to Seller as a “correspondent” client.

 

“Correspondent Release” means, with respect to any Correspondent Loan, a release by any third party lender that has a secured interest in the Correspondent Loan of all right, title and interest, including any such security interest, in such Correspondent Loan. The form of such Correspondent Release shall be mutually acceptable to the Buyer and Seller.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SECTION 2. Program; Initiation of Transactions. Section 3(a) of the Existing Repurchase Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

 

“From time to time, Buyer will purchase from Seller certain Mortgage Loans that have either been originated by Seller or purchased by Seller from a Correspondent Seller.”

 

SECTION 3. Conditions Precedent to all Transactions. Section 10(b)(2) of the Existing Repurchase Agreement is hereby amended by adding thereto the following subclause (c) and subclause (d):

 

“(c)         With respect to each Correspondent Loan in which a third party lender has a secured interest, Buyer shall have received a Correspondent Release for such Purchased Mortgage Loan that is duly executed and delivered by such third party lender on or prior to the Purchase Date.”

 

“(d)         With respect to each Correspondent Loan, the related Correspondent Seller shall either be identified on Schedule 6 to the most recent Officer’s Certificate or otherwise approved by Buyer on or prior to the Purchase Date, and in either case Seller shall not have received notice from Buyer that such Correspondent Seller is no longer approved.”

 

SECTION 4. Mortgage Loan Representations. Schedule 1(bb) of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

 

“(bb) Origination; Collection Practices; Escrow Deposits; Interest Rate Adjustments. Each Mortgage Loan was originated by Seller or a Correspondent Seller. The origination and collection practices used by Seller or Correspondent Seller as originator, each servicer of the Mortgage Loan and Seller with respect to the Mortgage Loan have been in all respects in compliance with Accepted Servicing Practices, applicable laws and regulations, and have been in all respects legal and proper. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of, or under the control of, Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by applicable law and has been established in an amount sufficient to pay for every item that remains unpaid and has been assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due Seller or a Correspondent Seller have been capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state, federal and local law has been properly paid and credited.”

 

SECTION 5. Financial Officer’s Certificate. Exhibit D of the Existing Repurchase Agreement is hereby amended:

 

5.1            by deleting the paragraph with the heading “Originations” in its entirety and replacing it with the following:

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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“Originations. Attached hereto as Schedule 4 is a true and correct summary of all Purchased Mortgage Loans originated by Seller or acquired by Seller from Correspondent Sellers during the calendar quarter ending on [DATE].”; and

 

5.2            by adding a paragraph with the heading “Correspondent Sellers” that reads as follows:

 

“Correspondent Sellers. Attached hereto as Schedule 6 is a list of all Correspondent Sellers from which Seller acquires Mortgage Loans in the ordinary course of business.”

 

SECTION 6. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

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

 

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

 

6.2            Payment of Attorneys’ Fees. On the Amendment Effective Date, the Seller shall have paid $1,500 in attorneys’ fees to Buyer’s counsel either by payment or by authorized debit in connection with this Amendment.

 

SECTION 7. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 8. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 9. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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SECTION 11. Reaffirmation of Guaranty. The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
Buyer:
    	
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ A. Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A. Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Seller:
    	
PENNYMAC LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David M. Walker
    
	
 
    	
 
    	
Name:
    	
David M. Walker
    
	
 
    	
 
    	
Title:
    	
Vice President, Credit
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE

ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David M. Walker
    
	
 
    	
 
    	
Name:
    	
David M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief Credit Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

AMENDMENT NO. 3
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 3, dated as of July 14, 2010 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended by Amendment No. 1 to the Master Repurchase Agreement, dated as of November 20, 2009 and Amendment No. 2 to the Master Repurchase Agreement, dated as of May 6, 2010, collectively, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended as follows:

 

1.1                               By adding the following defined terms in the proper alphabetical order:

 

“Aged 30 Day Loans” means a Mortgage Loan which has been subject to one or more Transactions hereunder for a period of greater than 30 days but not greater than 60 days;”

 

“Aged 60 Day Loans” means a Mortgage Loan which has been subject to one or more Transactions hereunder for a period of greater than 60 days but not greater than 90 days;”

 

1.2                               By deleting the term “Aged Loan” and replacing it with the following:

 

“Aged Loan” means an Aged 30 Day Loan or an Aged 60 Day Loan.

 

1.3                               By deleting clauses (vi) and (viii) of the definition of “Market Value” and replacing them with the following:

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

“(vi)                        such Purchased Mortgage Loan has been subject to one or more Transactions hereunder for greater than 90 days;”

 

“(viii)                  when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all (a) Aged 30 Day Loans that are Purchased Mortgage Loans exceeds [***]% or (b) Aged 60 Day Loans that are Purchased Mortgage Loans exceeds [***]%;”

 

1.4                               Deleting clause (c) of the definition of “Pricing Rate” and replacing it with the following:

 

“(c)  (i) [***]% with respect to Transactions the subject of which are Aged 30 Day Loans and (ii) [***]% with respect to Transactions the subject of which are Aged 60 Day Loans; and”

 

1.5                               Deleting clause (a) of the definition of “Purchase Price Percentage” and replacing it with the following:

 

“(a)  (i) [***]% with respect to Purchased Mortgage Loans that are Aged 30 Day Loans and (ii) [***]% with respect to Purchased Mortgage Loans that are Aged 60 Day Loans;”

 

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

 

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

 

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

 

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

 

SECTION 3.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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SECTION 6.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE NATIONAL MORTGAGE   ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

AMENDMENT NO. 4
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 4, dated as of August 10, 2010 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended by Amendment No. 1 to the Master Repurchase Agreement, dated as of November 20, 2009, Amendment No. 2 to the Master Repurchase Agreement, dated as of May 6, 2010 and Amendment No. 3 to the Master Repurchase Agreement, dated as of July 14, 2010, collectively, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by adding, in the proper alphabetical order, the terms “Capital Contributions,”  “Fannie Mae DU Refi Plus Mortgage Loan,” and “Fannie Mae Refi Plus Mortgage Loan,” “High LTV Loan” and “Jumbo Mortgage Loan” as set forth below and by deleting the terms “Mortgage Loan” and “Termination Date” in their entirety and replacing them as set forth below:

 

“Capital Contributions” means equity contributed by Guarantor to Seller, the proceeds of which Guarantor acquired from its committed investors.

 

“Fannie Mae DU Refi Plus Mortgage Loans” means a Conforming Mortgage Loan originated in accordance with Fannie Mae’s DU Refi PlusTM program.

 

“Fannie Mae Refi Plus Mortgage Loans” means a Conforming Mortgage Loan originated in accordance with Fannie Mae’s Refi PlusTM program.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

“High LTV Loan” means a Mortgage Loan having a Loan to Value Ratio in excess of (a) (i) with respect to a Fannie Mae Refi Plus Mortgage Loan, 115% and (ii) with respect to a Fannie Mae DU Refi Plus Mortgage Loan, 105% and (b) with respect to any other Mortgage Loan, 95%.

 

“Jumbo Mortgage Loans” means a Mortgage Loan that would otherwise be a Conforming Mortgage Loan but for the fact that the loan amount exceeds the maximum loan balance limits set by Fannie Mae and Freddie Mac, as then in effect.

 

“Mortgage Loan” means any Conforming Mortgage Loan or Jumbo Mortgage Loan which is a fixed or floating-rate, one-to-four-family residential mortgage loan evidenced by a promissory note and secured by a mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13(b) hereof; provided, however, that, except as expressly approved in writing by Buyer, Mortgage Loans shall not include any High Cost Mortgage Loans or any High LTV Loans and; provided, further, that the related Purchase Date is no more than thirty (30) days following the origination date.”

 

“Termination Date” means the earlier of (a) August 10, 2011, and (b) the date of the occurrence of an Event of Default.”

 

SECTION 2.                            Amended Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by revising the definition of:

 

2.1                               “Market Value” to delete the word “or” at the conclusion of clause (viii) and remove the “.” at the conclusion of clause (ix) and replace it with the following:

 

“;                                      (x)                                 when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Jumbo Mortgage Loans that are Purchased Mortgage Loans exceeds [***]%;

 

(xi)                              when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Fannie Mae Refi Plus Mortgage Loans that are Purchased Mortgage Loans exceeds [***]%; or

 

(xii)                           when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Fannie Mae DU Refi Plus Mortgage Loans that are Purchased Mortgage Loans exceeds [***]%.”

 

2.2                               “Pricing Rate” to delete the word “and” at the conclusion of clause (c) and remove the “.” at the conclusion of clause (d) and replace it with the following:

 

“;  (e)                  [***]% with respect to Transactions the subject of which are Jumbo Mortgage Loans;

 

(f)                                   [***]% with respect to Transactions the subject of which are Fannie Mae Refi Plus Mortgage Loans; and

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

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(g)                                  [***]% with respect to Transactions the subject of which are Fannie Mae DU Refi Plus Mortgage Loans.”

 

2.3                               “Purchase Price Percentage” to delete the word “and” at the conclusion of clause (c) and remove the “.” at the conclusion of clause (d) and replace it with the following:

 

“;  (e)                  [***]% with respect to Purchased Mortgage Loans that are Jumbo Mortgage Loans;

 

(f)                                   [***]% with respect to Purchased Mortgage Loans that are Fannie Mae Refi Plus Mortgage Loans; and

 

(g)                                  [***]% with respect to Purchased Mortgage Loans that are Fannie Mae DU Refi Plus Mortgage Loans.”

 

SECTION 3.                            Covenants.  Section 14 of the Existing Repurchase Agreement is hereby amended by deleting paragraphs (a), (b), (e), (dd)  in their entirety and replacing them with the following:

 

a.                                      Adjusted Tangible Net Worth. Seller shall maintain an Adjusted Tangible Net Worth of at least the sum of (i) $5,000,000, plus (ii) 50% of Seller’s positive quarterly Net Income for such quarter plus (iii) 50% of any additional Capital Contributions (without taking into account such Capital Contributions to the extent that they are paid to (A) satisfy the requirement set forth in clause (i) above or (B) satisfy Margin Calls hereunder) for the previous quarter. In the event that Adjusted Tangible Net Worth is determined at the end of a quarter, clauses (ii) and (iii) shall be determined as of the end of such quarter.

 

b.                                      Indebtedness to Adjusted Tangible Net Worth Ratio. Seller’s ratio of Indebtedness to Adjusted Tangible Net Worth shall not exceed 10:1.

 

e.                                       Maintenance of Profitability.  Seller shall not permit, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00.

 

dd.                               Maintenance of Liquidity.  Seller shall ensure that, at all times, it has unrestricted cash and Cash Equivalents in an amount not less than the related Liquidity Amount.

 

SECTION 4.                            Commitment Fee.  Section 34 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following:

 

“No later than the Amendment Effective Date, Seller shall pay in immediately available funds to Buyer a non-refundable Commitment Fee in the amount set forth in the fee schedule attached hereto as Annex I. Such payment shall be made in Dollars, in immediately

 




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3











 

available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer.”

 

SECTION 5.                            Schedule 1.  Schedule 1 of the Existing Repurchase Agreement is hereby amended by deleting clause (vv) it in its entirety and replacing it the following:

 

“(vv)                    Second Lien; Jumbo Loans. None of the Mortgage Loans is a second lien Mortgage Loan or, except with respect to a Jumbo Mortgage Loan, an “A” quality first lien Mortgage Loan that is not eligible for sale to an Agency.”

 

SECTION 6.                            Annex.  Annex I of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit A attached hereto.

 

SECTION 7.                            Conditions Precedent.  This Amendment shall become effective as of August 10, 2010 (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

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

 

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

 

SECTION 8.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 9.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 10.                     Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 11.                     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 12.                     Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges 

 




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4











 

and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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5











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE NATIONAL MORTGAGE   ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    


 




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Exhibit A to Amendment Number 4 to the Master Repurchase Agreement

 

Annex I

 

Commitment Fee

 

“Commitment Fee” shall mean $[***]

 




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AMENDMENT NO. 5
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 5, dated as of August 10, 2011 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended by Amendment No. 1 to the Master Repurchase Agreement, dated as of November 20, 2009, Amendment No. 2 to the Master Repurchase Agreement, dated as of May 6, 2010, Amendment No. 3 to the Master Repurchase Agreement, dated as of July 14, 2010 and Amendment No. 4 to the Master Repurchase Agreement, dated as of August 10, 2010, collectively, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by:

 

1.1                               adding, in the proper alphabetical order, the terms “Conforming High CLTV Loan,” “Pooled Mortgage Loan” and “Trade Assignment” as set forth below:

 

“Conforming High CLTV Loan” means a Conforming Mortgage Loan (i) originated using Desktop Underwriter for underwriting pursuant to the Fannie Mae DU Refi PlusTM program with a combined LTV of 95% or higher but not to exceed 105%; (ii) originated for underwriting pursuant to the Fannie Mae Refi PlusTM program with a combined LTV of 95% or higher but not to exceed 115%; or (iii) originated for underwriting pursuant to the Freddie Mac’s Relief Refinance MortgageSM program with a combined LTV of 95% or higher but not to exceed 115%.

 




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“Pooled Mortgage Loan” means any Purchased Mortgage Loan that is subject to a Transaction hereunder and is part of a pool of Purchased Mortgage Loans certified by Custodian to an Agency to be either (a) purchased by such Agency or (b) swapped for an Agency Security backed by such pool, in each case, in accordance with the terms of the guidelines issued by the applicable Agency.

 

“Trade Assignment” means an assignment to Buyer of a forward trade between a Takeout Investor and Seller with respect to one or more Purchased Mortgage Loans that are Pooled Mortgage Loans substantially in the form of Exhibit L hereto.

 

1.2                               deleting the definitions of “Fannie Mae DU Refi Plus Mortgage Loans,” “Fannie Mae Refi Plus Mortgage Loans” and “High LTV Loan.”

 

1.3                               deleting the definitions of “Aged Loans,” “Market Value,” “Mortgage Loan,” “Pricing Rate,” “Purchase Price Percentage” and “Termination Date” in their entirety and replacing them with the following:

 

“Aged Loans” means, other than with respect to Pooled Mortgage Loans, an Aged 30 Day Loan or an Aged 60 Day Loan.

 

“Market Value” means, with respect to any Purchased Mortgage Loan as of any date of determination, the whole-loan servicing released fair market value of such Purchased Mortgage Loan on such date as determined by Buyer (or an Affiliate thereof) in its sole discretion.  Without limiting the generality of the foregoing, Seller acknowledges that (a) in the event that a Purchased Mortgage Loan is not subject to a Take-out Commitment, Buyer may deem the Market Value for such Mortgage Loan to be no greater than par and (b) the Market Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

 

(i)                                     a breach of a representation, warranty or covenant made by Seller in this Agreement with respect to such Purchased Mortgage Loan has occurred and is continuing;

 

(ii)                                  such Purchased Mortgage Loan is a Non-Performing Mortgage Loan;

 

(iii)                               such Purchased Mortgage Loan is not a Conforming Mortgage Loan, Jumbo Mortgage Loan, Conforming High CLTV Loan or a Pooled Mortgage Loan;

 

(iv)                              such Purchased Mortgage Loan has been released from the possession of Custodian under the Custodial Agreement (other than to a Take-out Investor pursuant to a Bailee Letter) for a period in excess of ten (10) calendar days;

 

(v)                                 such Purchased Mortgage Loan has been released from the possession of Custodian under the Custodial Agreement to a Take-out Investor pursuant to a Bailee Letter for a period in excess of 30 calendar days;

 




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2











 

(vi)                              such Purchased Mortgage Loan has been subject to one or more Transactions hereunder for greater than 90 days;

 

(vii)                            such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which the Mortgage File has not been delivered to Custodian on or prior to the seventh Business Day after the related Purchase Date;

 

(viii)                        when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all (a) Aged 30 Day Loans that are Purchased Mortgage Loans exceeds [***]% or (b) Aged 60 Day Loans that are Purchased Mortgage Loans exceeds [***]%;

 

(ix)                              when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Wet-Ink Mortgage Loans that are Purchased Mortgage Loans exceeds [***]% of the Maximum Committed Purchase Price;

 

(x)                                 when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Jumbo Mortgage Loans that are Purchased Mortgage Loans exceeds [***]%;

 

(xi)                              when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Conforming High CLTV Loans that are Purchased Mortgage Loans exceeds [***]%; or

 

(xii)                           such Purchased Mortgage Loan have been designated as Pooled Mortgage Loans and subject to one or more Transactions hereunder for greater than five (5) Business Days.

 

“Mortgage Loan” means any Conforming Mortgage Loan, Jumbo Mortgage Loan, Conforming High CLTV Loan or Pooled Mortgage Loan which is a fixed or floating-rate, one-to-four-family residential mortgage loan evidenced by a promissory note and secured by a mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13(b) hereof; provided, however, that, except with respect to Conforming High CLTV Loans and as expressly approved in writing by Buyer, Mortgage Loans shall not include any High Cost Mortgage Loans and; provided, further, that the related Purchase Date is no more than thirty (30) days following the origination date.

 

“Pricing Rate” means CSCOF plus:

 

(a)         [***]% with respect to Transactions the subject of which are Conforming Mortgage Loans (other than Wet-Ink Mortgage Loans or Aged Loans);

 

(b)         [***]% with respect to Transactions the subject of which are Wet-Ink Mortgage Loans;

 




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3











 

(c)          (i) [***]% with respect to Transactions the subject of which are Aged 30 Day Loans and (ii) [***]% with respect to Transactions the subject of which are Aged 60 Day Loans;

 

(d)         the rate determined in the sole discretion of Buyer with respect to Transactions the subject of which are Exception Mortgage Loans and any other Transactions so identified by Buyer in agreeing to enter into a Transaction with respect to such Exception Mortgage Loan;

 

(e)                                  [***]% with respect to Transactions the subject of which are Jumbo Mortgage Loans;

 

(f)                                   [***]% with respect to Transactions the subject of which are Conforming High CLTV Loans; and

 

(g)                                  [***]% with respect to Transactions the subject of which are Pooled Mortgage Loans;

 

The Pricing Rate shall change in accordance with CSCOF, as provided in Section 5(a).

 

Where a Purchased Mortgage Loan may qualify for two or more Pricing Rates hereunder, unless otherwise expressly agreed to by Buyer in writing, such Purchased Mortgage Loan shall be assigned the higher Pricing Rate, as applicable.

 

“Purchase Price Percentage” means, with respect to each Mortgage Loan, the following percentage, as applicable:

 

(a)                                 (i) [***]% with respect to Purchased Mortgage Loans that are Aged 30 Day Loans and (ii) [***]% with respect to Purchased Mortgage Loans that are Aged 60 Day Loans;

 

(b)                                 [***]% with respect to Purchased Mortgage Loans that are Wet-Ink Mortgage Loans;

 

(c)                                  [***]% with respect to Transactions the subject of which are Conforming Mortgage Loans;

 

(d)                                 with respect to Transactions the subject of which are Exception Mortgage Loans, a percentage to be determined by Buyer in its sole discretion, provided that in the absence of an Exception Notice, the applicable Purchase Price Percentage for such Purchased Mortgage Loan shall be reduced by [***]% every ten (10) Business Day period, such reduction to occur at the outset of each such ten (10) Business Day period, commencing on the date that such Mortgage Loan becomes an Exception Mortgage Loan;

 

(e)                                  [***]% with respect to Purchased Mortgage Loans that are Jumbo Mortgage Loans;

 




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4











 

(f)                                   [***]% with respect to Purchased Mortgage Loans that are Conforming High CLTV Loans; and

 

(g)                                  [***]% with respect to Transactions the subject of which are Pooled Mortgage Loans.

 

Where a Purchased Mortgage Loan may qualify for two or more Purchase Price Percentages hereunder, unless otherwise expressly agreed to by Buyer in writing, such Purchased Mortgage Loan shall be assigned the lower Purchase Price Percentage, as applicable.

 

“Termination Date” means the earlier of (a) August 10, 2012, and (b) the date of the occurrence of an Event of Default.

 

SECTION 2.                            Pooled Mortgage Loans; Conditions Precedent.  Section 10(b) of the Existing Master Repurchase Agreement is hereby amended by adding subsection (11) thereto with the following:

 

“(11) Pooled Mortgage Loans.  Solely with respect to Transactions the subject of which are Pooled Mortgage Loans, Buyer shall have received the related Trade Assignment on or prior to the Purchase Date with respect thereto.

 

SECTION 3.                            Commitment Fee.  Section 34 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it with the following:

 

“No later than August 10, 2011, Seller shall pay in immediately available funds to Buyer a non-refundable Commitment Fee in the amount equal to $[***]. Such payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer.”

 

SECTION 4.                            Exhibits.

 

4.1                               The Existing Master Repurchase Agreement is hereby amended by adding Exhibit L thereto with Exhibit A hereto.

 

4.2                               Exhibit D of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the attached Exhibit B.

 

SECTION 5.                            Conditions Precedent.  This Amendment shall become effective as of August 10, 2011 (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 




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5











 

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

 

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

 

SECTION 6.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 7.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 8.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 9.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 10.                     Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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6











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Credit Officer
    


 




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Exhibit A to Amendment No. 1

 

Exhibit L

 

FORM OF TRADE ASSIGNMENT

 

[NAME] (“Takeout Investor”)

[Address]

[Address]

[Attention: [    ]

 

[DATE]

 

Ladies and Gentlemen:

 

Attached hereto is a correct and complete copy of your confirmation of commitment (the “Commitment”) for the following security (the “Security”):

 

	
Trade Date:
    	
[    ]
    
	
Settlement Date:
    	
[    ]
    
	
Security   Description:
    	
[    ]
    
	
Coupon:
    	
[    ]
    
	
Price:
    	
[    ]
    
	
Par Amount:
    	
[    ]
    
	
Pool Number:
    	
[    ]
    


 

The undersigned customer (the “Customer”) has assigned the Security to Credit Suisse First Boston Mortgage Capital LLC (“Credit Suisse”) as security for Customer’s Obligations under the Master Repurchase Agreement, as amended (the “Agreement”), by and between Customer and Credit Suisse.

 

This is to confirm that (i) Takeout Investor’s obligation to purchase the Security on the above terms in accordance with the Commitment is in full force and effect, (ii) Takeout Investor will accept delivery of the Security directly from Credit Suisse, (iii) Takeout Investor will pay Credit Suisse for the Security, (iv) Customer unconditionally guarantees payment to Credit Suisse of all sums due under the Commitment, (v) Credit Suisse shall deliver the Security to Takeout Investor on the above terms and in accordance with the Commitment. Payment will be made “delivery versus payment” to Takeout Investor in immediately available funds. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned to such terms in the Agreement.

 




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Very truly yours,
    	
 
    	
Agreed to, confirmed and   accepted:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[TAKEOUT INVESTOR]
    
	
 
    	
 
    	
 
    
	
[CUSTOMER]
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
 
    
	
By:
    	
 
    	
 
    	
Name:
    	
 
    
	
Name:
    	
 
    	
 
    	
Title:
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 




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Exhibit B to Amendment No. 1

 

EXHIBIT D

 

OFFICER’S COMPLIANCE CERTIFICATE

 

I,                         , do hereby certify that I am the [duly elected, qualified and authorized] [CFO/TREASURER/FINANCIAL OFFICER] of PennyMac Loan Services, LLC (“Seller”). This Certificate is delivered to you in connection with Section 17b of the Master Repurchase Agreement dated as of August 14, 2009, among Seller, Private National Mortgage Acceptance Company, LLC and Credit Suisse First Boston Mortgage Capital LLC (as amended from time to time, the “Agreement”), as the same may have been amended from time to time. I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, Seller is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:

 

Adjusted Tangible Net Worth. Seller has maintained an Adjusted Tangible Net Worth of at least the sum of (i) the related Net Worth Amount, and (ii) 50% of Seller’s positive quarterly Net Income for the calendar quarter ending [DATE]. A detailed summary of the calculation of Seller’s actual Adjusted Tangible Net Worth is provided in Schedule 1 hereto.

 

Indebtedness to Adjusted Tangible Net Worth Ratio. Seller’s ratio of Indebtedness to Adjusted Tangible Net Worth has not exceeded 10:1. A calculation of Seller’s actual Indebtedness to Adjust Tangible Net Worth is provided in Schedule 1 hereto.

 

Maintenance of Profitability. Seller has not permitted, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00.

 

Maintenance of Liquidity. Seller has ensured that, at all times, it has had unrestricted cash and Cash Equivalents in an amount not less than the related Liquidity Amount.

 

Additional Warehouse Line. Seller has maintained one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to the Maximum Committed Purchase Price.

 

Insurance. Seller or Guarantor have continued to maintain, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $1,400,000. Seller or Guarantor have maintained, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in

 




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connection with all or any portion of the Repurchase Assets. Seller or Guarantor shall notify Buyer of any material change in the terms of any such Fidelity Insurance.

 

Financial Statements. The financial statements attached hereto are accurate and complete, accurately reflect the financial condition of Seller and Guarantor, and do not omit any material fact as of the date(s) thereof.

 

Documentation. Seller has performed the documentation procedures required by its operational guidelines with respect to endorsements and assignments, including the recordation of assignments, or has verified that such documentation procedures have been performed by a prior holder of such Mortgage Loan.

 

Compliance. Seller has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Program Agreements to be observed, performed and satisfied by it. [If a covenant or other agreement or condition has not been complied with, Seller shall describe such lack of compliance and provide the date of any related waiver thereof.]

 

Regulatory Action. Seller is not currently under investigation or, to best of Seller’s knowledge, no investigation by any federal, state or local government agency is threatened. Seller has not been the subject of any government investigation 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. [If so, Seller shall describe the situation in reasonable detail and describe the action that Seller has taken or proposes to take in connection therewith.]

 

No Default. No Default or Event of Default has occurred or is continuing. [If any Default or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable detail and describe the action Seller has taken or proposes to take with respect thereto, and if such Default or Event of Default has been expressly waived by Buyer in writing, Seller shall describe the Default or Event of Default and provide the date of the related waiver.]

 

Distributions. Seller has not paid any dividends greater than Net Income in any given calendar year.

 

Indebtedness. All Indebtedness (other than Indebtedness evidenced by the Repurchase Agreement) of Seller existing on the date hereof is listed on Schedule 2 hereto.

 




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Originations. Attached hereto as Schedule 3 is a true and correct summary of all Mortgage Loans originated by Seller for the calendar month ending [DATE] and for the year to date ending [DATE].

 

Compare Ratio. Seller’s Compare Ratio with respect to each of its DE Compare Report and Institution Compare Report did not exceed 150% for the calendar month ending [DATE].

 

Hedging. Attached hereto as Schedule 4 is a true and correct summary of all Interest Rate Protection Agreements entered into or maintained by Seller during the calendar month ending on [DATE].

 

Repurchases and Early Payment Default Requests. Attached hereto as Schedule 5 is a true and correct summary of the portfolio performance including representation breaches, missing document breaches, repurchases due to fraud, early payment default requests, and Mortgage Loans subject to other warehouse lines in excess of 60 days summarized on the basis of (a) pending repurchase demands (including weighted average duration of outstanding request), (b) satisfied repurchase demands and (c) total repurchase demands.

 

Quality Control. Attached hereto as Schedule 6 is a true and correct copy of the internal quality control maintained by Seller.

 

Secondary Market Sales. Attached hereto as Schedule 7 is a true and correct summary of all the Mortgage Loans sold by Seller during the calendar month ending [DATE].

 

Geographic Production Breakdown. Attached hereto as Schedule 8 is a true and correct summary of all the geographic locations of the Mortgage Loans originated by Seller during the calendar month ending [DATE].

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

IN WITNESS WHEREOF, I have set my hand this            day of             ,               .

 

	
 
    	
PENNYMAC LOAN   SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Acknowledged and   Agreed:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PRIVATE NATIONAL   MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 1 TO OFFICER’S COMPLIANCE CERTIFICATE

 

CALCULATIONS OF FINANCIAL COVENANTS

As of the calendar month ended [DATE] or quarter ended [DATE]

 

	
I.
    	
 
    	
Adjusted Tangible Net   Worth
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
Net Worth (book)
    	
 
    	
$
    
	
 
    	
 
    	
Plus:
    	
 
    	
 
    
	
2.
    	
 
    	
Subordinated Debt   (maturity > CSFB line maturity)
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
I.(a)
    	
 
    	
Total of items 1-2
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Less:
    	
 
    	
 
    
	
3.
    	
 
    	
Restricted cash
    	
 
    	
$
    
	
4.
    	
 
    	
25% of investment   securities
    	
 
    	
$
    
	
5.
    	
 
    	
50% of all   mortgage loans held for investment
    	
 
    	
$
    
	
6.
    	
 
    	
50% of real estate   owned property
    	
 
    	
$
    
	
7.
    	
 
    	
Mortgage servicing   rights
    	
 
    	
$
    
	
8.
    	
 
    	
Goodwill
    	
 
    	
$
    
	
9.
    	
 
    	
Patents
    	
 
    	
$
    
	
10.
    	
 
    	
Tradenames
    	
 
    	
$
    
	
11.
    	
 
    	
Trademarks
    	
 
    	
$
    
	
12.
    	
 
    	
Copyrights
    	
 
    	
$
    
	
13.
    	
 
    	
Franchises
    	
 
    	
$
    
	
14.
    	
 
    	
Organizational   expenses
    	
 
    	
$
    
	
15.
    	
 
    	
Deferred taxes and   expenses
    	
 
    	
 
    
	
16.
    	
 
    	
Prepaid expenses
    	
 
    	
 
    
	
17.
    	
 
    	
Prepaid assets
    	
 
    	
 
    
	
18.
    	
 
    	
Receivables from   shareholders, Affiliates or employees
    	
 
    	
 
    
	
19.
    	
 
    	
Any other   intangible assets
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
I.(b)
    	
 
    	
Total of items 3-19
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
I.(c)
    	
 
    	
Actual Adjusted Tangible   Net Worth (a minus b)
    	
 
    	
$
    
	
20.
    	
 
    	
[ ]% of Seller’s positive   quarterly
    	
 
    	
 
    
	
 
    	
 
    	
Net Income for the prior   three months
    	
 
    	
 
    
	
 
    	
 
    	
Adjusted Tangible   Net Worth Covenant   ($[                            ]   plus amount in item 20)
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Compliance?
    	
 
    	
Yes/No
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

	
II.
    	
 
    	
Leverage Ratio
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Total Debt divided by   Adjusted
    	
 
    	
xx.x
    
	
 
    	
 
    	
Tangible Net Worth   – Actual
    	
 
    	
 
    
	
 
    	
 
    	
Total Indebtedness   (on and off balance sheet) - Actual
    	
 
    	
 
    
	
 
    	
 
    	
[Please insert   calculations]
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Leverage Covenant
    	
 
    	
xx.x
    
	
 
    	
 
    	
Compliance?
    	
 
    	
Yes/No
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
III.
    	
 
    	
Test Period Net Income -   Actual
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Total Interest   Income (list each line item)
    	
 
    	
$
    
	
 
    	
 
    	
Total Interest   Expense (list each line item)
    	
 
    	
$
    
	
 
    	
 
    	
Net Interest   Income/Loss (list each line item)
    	
 
    	
$
    
	
 
    	
 
    	
Total Other Income   (list each line item)
    	
 
    	
$
    
	
 
    	
 
    	
Expenses (list   each line item)
    	
 
    	
$
    
	
 
    	
 
    	
Net Income/Loss
    	
 
    	
$
    
	
 
    	
 
    	
Test Period Profitability
    	
 
    	
>=
    
	
 
    	
 
    	
 
    	
 
    	
$1.00
    
	
 
    	
 
    	
Compliance?
    	
 
    	
Yes/No
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
IV.
    	
 
    	
Liquidity
    	
 
    	
 
    
	
 
    	
 
    	
Total Unrestricted   Cash
    	
 
    	
$
    
	
 
    	
 
    	
Total Unrestricted   Cash Equivalents
    	
 
    	
$
    
	
 
    	
 
    	
Total
    	
 
    	
$
    
	
 
    	
 
    	
Liquidity Covenant
    	
 
    	
xx.x
    
	
 
    	
 
    	
Compliance?
    	
 
    	
Yes /No
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 2 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INDEBTEDNESS as of                              

 

	
LENDER
    	
 
    	
TOTAL
    FACILITY
    SIZE
    	
 
    	
FACILITY
    TYPE (i.e. EFP,
    Repurchase, etc)
    	
 
    	
$ AMOUNT
   COMMITTED
    	
 
    	
OUTSTANDING
   INDEBTEDNESS
    	
 
    	
EXPIRATION
   DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 3 TO OFFICER’S COMPLIANCE CERTIFICATE

 

OVERALL MORTGAGE LOAN ORIGINATIONS

 

	
MORTGAGE
    	
 
    	
RETAIL
    	
 
    	
WHOLESALE
    	
 
    	
CORRESPONDENT
    	
 
    
	
LOAN TYPE
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    
	
Conforming   Mortgage Loans (other than Conforming  High CLTV  loans)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FHA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
VA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Conforming  High CLTV  Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 4 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INTEREST RATE PROTECTION AGREEMENTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 5 TO OFFICER’S COMPLIANCE CERTIFICATE

 

REPURCHASES AND EARLY PAYMENT DEFAULT REQUESTS

 

Outstanding/Pending Repurchases & Indemnifications

 

	
Loan #
    	
 
    	
Repo or
    Indem
    	
 
    	
Investor
    	
 
    	
Notice
    Date
    	
 
    	
Origination
    Date
    	
 
    	
Breach/Defect
    	
 
    	
Original
    Loan
    Amount
    ($)
    	
 
    	
Estimated
    Loss
    Amount
    ($)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Satisfied/Resolved Repurchases

 

	
Loan #
    	
 
    	
Repo or
    Indem
    	
 
    	
Investor
    	
 
    	
Origination
    Date
    	
 
    	
Date Resolved
    	
 
    	
Original
    Loan
    Amount
    ($)
    	
 
    	
Estimated
    Loss
    Amount
    ($)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 6 TO OFFICER’S COMPLIANCE CERTIFICATE

 

QUALITY CONTROL RESULTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 7 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Secondary Market Sales

 

	
Company Name
    	
 
    	
Product Type
    	
 
    	
Current Month Total
    $
    	
 
    	
Current Month % of
   Total
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 8 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Geographic Production Breakdown

 

	
Current Month Geographic Concentration Top
   10 States
    	
 
    	
Current Month
    Total $
    	
 
    	
Current Month %
    of Total
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 




 






 

AMENDMENT NO. 6
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 6, dated as of November 1, 2011 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by:

 

1.1                               adding the following definition for “Supplemental Commitment Fee” in its proper alphabetical order:

 

“Supplemental Commitment Fee” means $[***].

 

1.2                               deleting the definition of “Maximum Committed Purchase Price” in its entirety and replacing it with the following:

 

“Maximum Committed Purchase Price” means FIFTY MILLION DOLLARS ($50,000,000).  All funds made available by Buyer to Seller under this Agreement will first be attributed to the Maximum Committed Purchase Price.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SECTION 2.                            Rebate.  The Existing Repurchase Agreement is hereby amended by adding Section 40 thereto as follows:

 

40.  Rebate

 

Provided that no Default or Event of Default shall have occurred and is continuing, in any calendar month during the term of this Agreement where the average aggregate Purchase Price of all Purchased Mortgage Loans subject to Transactions on any date during such calendar month (such amount, the “Monthly Average Volume”) exceeds [****] [***]% of the Maximum Committed Purchase Price (the “Rebate Threshold”), the Buyer shall, on the Price Differential Payment Date in the following month, reduce the Price Differential then due by Seller to Buyer by an annualized amount equal to the product of (i) [***]% and (ii) the positive excess of the Monthly Average Volume over the Rebate Threshold.

 

SECTION 3.                            Conditions Precedent.  This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

(a)                                 the payment from Seller, in immediately available funds to Buyer, of the Supplemental Commitment Fee, which shall be fully due and earned when paid and nonrefundable;

 

(b)                                 this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantor; and

 

(c)                                  such other documents as the Buyer or counsel to the Buyer may reasonably request.

 

SECTION 4.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 5.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 6.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

SECTION 7.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 8.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

3











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Vice   President, Credit
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David M. Walker
    
	
 
    	
 
    	
Name:
    	
David   M. Walker
    
	
 
    	
 
    	
Title:
    	
Chief   Operating Officer, Chief Credit Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

AMENDMENT NO. 7
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 7, dated as of November 30, 2011 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.         Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by:

 

1.1          deleting the definition of “Maximum Committed Purchase Price” in its entirety and replacing it with the following:

 

“Maximum Committed Purchase Price” means ONE HUNDRED MILLION DOLLARS ($100,000,000).  All funds made available by Buyer to Seller under this Agreement will first be attributed to the Maximum Committed Purchase Price.

 

SECTION 2.         Conditions Precedent.  This Amendment shall become effective as of the date hereof and shall terminate on December 16, 2011 (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

(a)           [reserved];

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

(b)           this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantor; and

 

(c)           such other documents as the Buyer or counsel to the Buyer may reasonably request.

 

SECTION 3.         Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.         Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 6.         GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.         Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

AMENDMENT NO. 8
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 8, dated as of February 2, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.         Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Commitment Fee” and “Maximum Committed Purchase Price” in their entirety and replacing them with the following:

 

“Commitment Fee” means shall mean an amount equal to the product of (a) [***]% per annum calculated on a 360 day year and (b) the Maximum Committed Purchase Price.

 

“Maximum Committed Purchase Price” means ONE HUNDRED MILLION DOLLARS ($100,000,000).  All funds made available by Buyer to Seller under this Agreement will first be attributed to the Maximum Committed Purchase Price.

 

SECTION 2.         Commitment Fee.  Section 34 of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

 

No later than the date hereof, Seller shall pay to Buyer a non refundable Commitment Fee. All payments of the Commitment Fee shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SECTION 3.         Conditions Precedent.  This Amendment shall become effective as of February 1, 2012 (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

(a)           the payment from Seller, in immediately available funds to Buyer, of the amount of $263,889, which shall be fully due and earned when paid and nonrefundable;

 

(b)           this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantor; and

 

(c)           such other documents as the Buyer or counsel to the Buyer may reasonably request.

 

SECTION 4.         Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 5.         Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 6.         Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 7.         GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 8.         Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
A.   Adam Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

AMENDMENT NO. 9
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 9, dated as of March 6, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.         Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definitions of “Conforming High CLTV Loan,” “Market Value,” “Pricing Rate” and “Purchase Price Percentage” in their entirety and replacing them with the following:

 

“Conforming High CLTV Loan” means a Conforming Mortgage Loan originated in accordance with the applicable Agency’s underwriting guidelines, with a combined LTV of 95% or higher but not to exceed (i) for a Purchased Mortgage Loan that refinances an existing Mortgage Loan already being serviced by Servicer, 150% and (ii) for any other Purchased Mortgage Loan that refinances a Mortgage Loan serviced by an unaffiliated servicer, 115%.

 

“Market Value” means, with respect to any Purchased Mortgage Loan as of any date of determination, the whole-loan servicing released fair market value of such Purchased Mortgage Loan on such date as determined by Buyer (or an Affiliate thereof) in its sole discretion.  Without limiting the generality of the foregoing, Seller acknowledges that (a) in the event that a Purchased Mortgage Loan is not subject to a Take-out Commitment, Buyer may deem the Market Value for such Mortgage Loan to be

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

no greater than par and (b) the Market Value of a Purchased Mortgage Loan may be reduced to zero by Buyer if:

 

(i)            a breach of a representation, warranty or covenant made by Seller in this Agreement with respect to such Purchased Mortgage Loan has occurred and is continuing;

 

(ii)           such Purchased Mortgage Loan is a Non-Performing Mortgage Loan;

 

(iii)          such Purchased Mortgage Loan is not a Conforming Mortgage Loan, Jumbo Mortgage Loan, Conforming High CLTV Loan or a Pooled Mortgage Loan;

 

(iv)          such Purchased Mortgage Loan has been released from the possession of Custodian under the Custodial Agreement (other than to a Take-out Investor pursuant to a Bailee Letter) for a period in excess of ten (10) calendar days;

 

(v)           such Purchased Mortgage Loan has been released from the possession of Custodian under the Custodial Agreement to a Take-out Investor pursuant to a Bailee Letter for a period in excess of 30 calendar days;

 

(vi)          such Purchased Mortgage Loan has been subject to one or more Transactions hereunder for greater than 90 days;

 

(vii)          such Purchased Mortgage Loan is a Wet-Ink Mortgage Loan for which the Mortgage File has not been delivered to Custodian on or prior to the seventh Business Day after the related Purchase Date;

 

(viii)        such Purchased Mortgage Loan has been designated as a Pooled Mortgage Loan and subject to one or more Transactions hereunder for greater than five (5) Business Days; and

 

(ix)          when the Purchase Price for such Purchased Mortgage Loan is added to other Purchased Mortgage Loans, the aggregate Purchase Price of all Purchased Mortgage Loans of any type of Mortgage Loan set forth below exceeds the applicable percentage listed opposite such type of Mortgage Loan as set forth below:

 

	
Type of Mortgage
   Loan
    	
 
    	
Percentage of the
   Maximum Committed
   Purchase Price (unless
   otherwise noted)
    	
 
    
	
Conforming Mortgage Loans
    	
 
    	
[***]
    	
%
    
	
FHA Loans and VA Loans
    	
 
    	
[***]
    	
%
    
	
Aged 30 Day Loans
    	
 
    	
[***]
    	
%
    
	
Aged 60 Day Loans
    	
 
    	
[***]
    	
%
    
	
Wet-Ink Mortgage Loans
    	
 
    	
[***]
    	
%
    
	
Jumbo Mortgage Loans
    	
 
    	
[***]
    	
%
    
	
Conforming High CLTV Loans
    	
 
    	
[***]
    	
%
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

“Pricing Rate” means CSCOF plus the applicable percentage listed opposite the type of Mortgage Loan as set forth below:

 

	
Type of Mortgage
   Loan
    	
 
    	
Percentage for
   Mortgage Loans
   other than Wet-
   Ink Mortgage
   Loans or Aged
   Loans
    	
 
    	
Percentage for
   Wet-Ink
   Mortgage Loans
   (increases
   calculated based
   upon original
   Pricing Rate)
    	
 
    	
Percentage for
   Aged 30 Day
   Loans (increases
   calculated based
   upon original
   Pricing Rate)
    	
 
    	
Percentage for
   Aged 60 Day
   Loans (increases
   calculated based
   upon original
   Pricing Rate)
    	
 
    
	
Conforming Mortgage Loan   (other than Conforming High CLTV Loans)
    	
 
    	
[***]
    	
%
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    
	
FHA Loan and VA Loan
    	
 
    	
[***]
    	
%
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    
	
Jumbo Mortgage Loans
    	
 
    	
[***]
    	
%
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    
	
Conforming High CLTV Loans
    	
 
    	
[***]
    	
%
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    	
Increased by [***]%
    	
 
    
	
Pooled Mortgage Loans
    	
 
    	
[***]
    	
%
    	
n/a
    	
 
    	
n/a
    	
 
    	
n/a
    	
 
    


 

or the rate determined in the sole discretion of Buyer with respect to Transactions the subject of which are Exception Mortgage Loans and any other Transactions so identified by Buyer in agreeing to enter into a Transaction with respect to such Exception Mortgage Loan;

 

The Pricing Rate shall change in accordance with CSCOF, as provided in Section 5(a).

 

Where a Purchased Mortgage Loan may qualify for two or more Pricing Rates hereunder, unless otherwise expressly agreed to by Buyer in writing, such Purchased Mortgage Loan shall be assigned the higher Pricing Rate, as applicable.

 

“Purchase Price Percentage” means, (a) the applicable percentage listed opposite the type of Mortgage Loan as set forth below:

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

3











 

	
Type of Mortgage
   Loan
    	
 
    	
Percentage
   for Mortgage
   Loans other
   than Aged
   Loans
    	
 
    	
Percentage
   for Wet Ink
   Mortgage
   Loans
    	
 
    	
Percentage for
   Aged 30 Day
   Loans (reductions
   calculated based
   upon original
   Purchase Price
   Percentage)
    	
 
    	
Percentage for
   Aged 60 Day
   Loans (reductions
   calculated based
   upon original
   Purchase Price
   Percentage)
    	
 
    
	
Conforming Mortgage Loan   (other than Conforming High CLTV Loans)
    	
 
    	
[***]
    	
%
    	
product specific
    	
 
    	
reduced by [***]%
    	
 
    	
reduced by [***]%
    	
 
    
	
FHA Loan and VA Loan
    	
 
    	
[***]
    	
%
    	
product specific
    	
 
    	
reduced by [***]%
    	
 
    	
reduced by [***]%
    	
 
    
	
Jumbo Mortgage Loans
    	
 
    	
[***]
    	
%
    	
product specific
    	
 
    	
reduced by [***]%
    	
 
    	
reduced by [***]%
    	
 
    
	
Conforming High CLTV Loans
    	
 
    	
[***]
    	
%
    	
product specific
    	
 
    	
reduced by [***]%
    	
 
    	
reduced by [***]%
    	
 
    
	
Pooled Mortgage Loans
    	
 
    	
[***]
    	
%
    	
n/a
    	
 
    	
n/a
    	
 
    	
n/a
    	
 
    


 

(b)           with respect to Transactions the subject of which are Exception Mortgage Loans, a percentage to be determined by Buyer in its sole discretion, provided that in the absence of an Exception Notice, the applicable Purchase Price Percentage for such Purchased Mortgage Loan shall be reduced by 10% every ten (10) Business Day period, such reduction to occur at the outset of each such ten (10) Business Day period, commencing on the date that such Mortgage Loan becomes an Exception Mortgage Loan;

 

Where a Purchased Mortgage Loan may qualify for two or more Purchase Price Percentages hereunder, unless otherwise expressly agreed to by Buyer in writing, such Purchased Mortgage Loan shall be assigned the lower Purchase Price Percentage, as applicable.

 

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

 

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

 

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

 

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

 

SECTION 3.         Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

4









 

Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 6.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

5











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE 
   CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
Adam   Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

AMENDMENT NO. 10
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 10, dated as of August 6, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

 

“Termination Date” means the earlier of (a) September 10, 2012 and (b) the date of the occurrence of an Event of Default.

 

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

 

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

 

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

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

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

 

SECTION 3.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 6.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
Adam   Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

AMENDMENT NO. 11
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 11, dated as of September 10, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

 

“Termination Date” means the earlier of (a) September 18, 2012 and (b) the date of the occurrence of an Event of Default.

 

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

 

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

 

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

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

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

 

SECTION 3.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 6.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
Adam   Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

AMENDMENT NO. 12
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 12, dated as of September 18, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

 

“Termination Date” means the earlier of (a) September 24, 2012 and (b) the date of the occurrence of an Event of Default.

 

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

 

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

 

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

 




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

 

SECTION 3.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

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

 

SECTION 5.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 6.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 7.                            Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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2











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Margaret Dellafera
    
	
 
    	
 
    	
Name:
    	
Margaret   Dellafera
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




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AMENDMENT NO. 13
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 13, dated as of September 21, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by:

 

1.1                               adding, in the proper alphabetical order, the terms “Encumbered Mortgage Servicing Rights,” “Encumbered Mortgage Servicing Rights Equity,” “MSR Valuation,” “Third Party Evaluator” and “Unencumbered Mortgage Servicing Rights” as set forth below:

 

“Encumbered Mortgage Servicing Rights” means any mortgage servicing rights that are subject to any Lien, claim, restriction or other encumbrance that limits in any way the ability to dispose of or transfer such asset whether or not such Lien, claim,  restriction or other encumbrance relates to any outstanding debt.

 

“Encumbered Mortgage Servicing Rights Equity” means that portion of the MSR Valuation of the Encumbered Mortgage Servicing Rights that exceeds the Indebtedness encumbering such mortgage servicing rights.

 

“MSR Valuation” shall mean the lesser of (i) the value of the mortgage servicing rights owned by the Seller as set forth in the Seller’s most recent balance sheet as determined by the Seller as of such date in accordance with GAAP, (ii) the Buyer’s 

 




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valuation of such mortgage servicing rights as determined by the Buyer, or (iii) a Third Party Evaluator’s valuation of such mortgage servicing rights as determined by such Third Party Evaluator.

 

“Third Party Evaluator” shall mean an appraiser approved by Buyer in its sole good faith discretion.

 

“Unencumbered Mortgage Servicing Rights” means any mortgage servicing rights that are not Encumbered Mortgage Servicing Rights.

 

1.2                               deleting the definitions of “Adjusted Tangible Net Worth,” “Conforming High CLTV Loan,” “Maximum Committed Purchase Price” and “Termination Date” in their entirety and replacing them with the following:

 

“Adjusted Tangible Net Worth” means, for any Person, Net Worth of such Person plus Subordinated Debt (provided that Subordinated Debt shall not be taken into account to the extent that it would cause Adjusted Tangible Net Worth to be comprised of greater than 25% Subordinated Debt), minus (a) 50% of the MSR Valuation of any Unencumbered Mortgage Servicing Rights; (b) 50% of the Encumbered Mortgage Servicing Rights Equity; (c) intangibles; (d) goodwill and (e) receivables from Affiliates; provided, however, that any investment vehicle that is under the management of PNMAC Capital Management LLC and is otherwise not directly or indirectly owned or controlled by Seller shall not be deemed an “Affiliate” for the purposes of this definition.

 

“Conforming High CLTV Loan” means a Conforming Mortgage Loan originated in accordance with the applicable Agency’s underwriting guidelines, with a combined LTV of 95% or higher but not to exceed (i) for a Purchased Mortgage Loan that refinances an existing Mortgage Loan already being serviced by Servicer, 150% and (ii) for any other Purchased Mortgage Loan that refinances a Mortgage Loan serviced by an unaffiliated servicer, 135%.

 

“Maximum Committed Purchase Price” means ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000).  All funds made available by Buyer to Seller under this Agreement will first be attributed to the Maximum Committed Purchase Price.

 

“Termination Date” means the earlier of (a) September 23, 2013, and (b) the date of the occurrence of an Event of Default.

 

SECTION 2.                            Reports.  Section 17 of the Existing Repurchase Agreement is hereby amended by:

 

2.1                               deleting paragraphs (a)(1) and (2) in their entirety and replacing them with the following:

 

“(1)                           as soon as available and in any event within forty-five (45) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Guarantor and its consolidated Subsidiaries and the unaudited balance sheet of Seller, each as at the end of such period and the related unaudited consolidated 

 




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2











 

statements of income for Guarantor and its consolidated Subsidiaries and 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 Guarantor or Seller, as applicable, 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 Guarantor and its consolidated Subsidiaries or Seller, as applicable, 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-five (45) calendar days after the end of each calendar quarter, the unaudited consolidated cash flow statements of Guarantor and its consolidated Subsidiaries and the unaudited cash flow statements of Seller, each 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 Guarantor or Seller, as applicable, 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 Guarantor and its consolidated Subsidiaries or Seller, as applicable, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end adjustments);”

 

2.2                               deleting paragraph (f) in its entirety and replacing it with the following:

 

“f. MSR Reports.  Seller shall provide the market value analysis for the MSR Valuation as determined (i) internally for each monthly fiscal period and (ii) by a Third Party Evaluator for each quarterly fiscal period to the extent that Seller has received a value from a Third Party Evaluator in such instances as more particularly set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17.b. herein.

 

g. Other.  Seller shall deliver to Buyer any other reports or information reasonably requested by Buyer or as otherwise required pursuant to this Agreement.”

 

SECTION 3.                            Exhibits.  Exhibit D of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the attached Exhibit A.

 

SECTION 4.                            Conditions Precedent.  This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

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

 




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3











 

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

 

SECTION 5.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 6.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 7.                            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.

 

SECTION 8.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 9.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 10.                     Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   
    	
Adam   Loskove
    
	
 
    	
 
    	
Title:   
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    
	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne   D. McCallion
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    


 




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Exhibit A to Amendment No. 13

 

EXHIBIT D

 

OFFICER’S COMPLIANCE CERTIFICATE

 

I,                                       , do hereby certify that I am the [duly elected, qualified and authorized] [CFO/TREASURER/FINANCIAL OFFICER] of PennyMac Loan Services, LLC (“Seller”). This Certificate is delivered to you in connection with Section 17b of the Master Repurchase Agreement dated as of August 14, 2009, among Seller, Private National Mortgage Acceptance Company, LLC and Credit Suisse First Boston Mortgage Capital LLC (as amended from time to time, the “Agreement”), as the same may have been amended from time to time. I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, Seller is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:

 

Adjusted Tangible Net Worth. Seller has maintained an Adjusted Tangible Net Worth of at least the sum of (i) the related Net Worth Amount, plus (ii) 50% of Seller’s positive quarterly Net Income for the calendar quarter ending [DATE] plus (iii) 50% of any additional Capital Contributions (without taking into account such Capital Contributions to the extent that they are paid to (A) satisfy the requirements set forth in clause (i) above or (B) satisfy Margin Calls) for the previous calendar quarter ending [DATE]. A detailed summary of the calculation of Seller’s actual Adjusted Tangible Net Worth is provided in Schedule 1 hereto.

 

Indebtedness to Adjusted Tangible Net Worth Ratio. Seller’s ratio of Indebtedness to Adjusted Tangible Net Worth has not exceeded 10:1. A calculation of Seller’s actual Indebtedness to Adjust Tangible Net Worth is provided in Schedule 1 hereto.

 

Maintenance of Profitability. Seller has not permitted, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00.

 

Maintenance of Liquidity. Seller has ensured that, at all times, it has had unrestricted cash and Cash Equivalents in an amount not less than the related Liquidity Amount.

 

Additional Warehouse Line. Seller has maintained one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to the Maximum Committed Purchase Price.

 




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Insurance. Seller or Guarantor have continued to maintain, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $1,400,000. Seller or Guarantor have maintained, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any portion of the Repurchase Assets. Seller or Guarantor shall notify Buyer of any material change in the terms of any such Fidelity Insurance.

 

Financial Statements. The financial statements attached hereto are accurate and complete, accurately reflect the financial condition of Seller and Guarantor, and do not omit any material fact as of the date(s) thereof.

 

Documentation. Seller has performed the documentation procedures required by its operational guidelines with respect to endorsements and assignments, including the recordation of assignments, or has verified that such documentation procedures have been performed by a prior holder of such Mortgage Loan.

 

Compliance. Seller has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Program Agreements to be observed, performed and satisfied by it. [If a covenant or other agreement or condition has not been complied with, Seller shall describe such lack of compliance and provide the date of any related waiver thereof.]

 

Regulatory Action. Seller is not currently under investigation or, to best of Seller’s knowledge, no investigation by any federal, state or local government agency is threatened. Seller has not been the subject of any government investigation 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. [If so, Seller shall describe the situation in reasonable detail and describe the action that Seller has taken or proposes to take in connection therewith.]

 

No Default. No Default or Event of Default has occurred or is continuing. [If any Default or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable detail and describe the action Seller has taken or proposes to take with respect thereto, and if such Default or Event of Default has been expressly waived by Buyer in writing, Seller shall describe the Default or Event of Default and provide the date of the related waiver.]

 

Distributions. Seller has not paid any dividends greater than Net Income in any given calendar year.

 




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Indebtedness. All Indebtedness (other than Indebtedness evidenced by the Repurchase Agreement) of Seller existing on the date hereof is listed on Schedule 2 hereto.

 

Originations. Attached hereto as Schedule 3 is a true and correct summary of all Mortgage Loans originated by Seller for the calendar month ending [DATE] and for the year to date ending [DATE].

 

Compare Ratio. Seller’s Compare Ratio with respect to each of its DE Compare Report and Institution Compare Report did not exceed 150% for the calendar month ending [DATE].

 

Hedging. Attached hereto as Schedule 4 is a true and correct summary of all Interest Rate Protection Agreements entered into or maintained by Seller during the calendar month ending on [DATE].

 

Repurchases and Early Payment Default Requests. Attached hereto as Schedule 5 is a true and correct summary of the portfolio performance including representation breaches, missing document breaches, repurchases due to fraud, early payment default requests, and Mortgage Loans subject to other warehouse lines in excess of 60 days summarized on the basis of (a) pending repurchase demands (including weighted average duration of outstanding request), (b) satisfied repurchase demands and (c) total repurchase demands.

 

Quality Control. Attached hereto as Schedule 6 is a true and correct copy of the internal quality control maintained by Seller.

 

Secondary Market Sales. Attached hereto as Schedule 7 is a true and correct summary of all the Mortgage Loans sold by Seller during the calendar month ending [DATE].

 

Geographic Production Breakdown. Attached hereto as Schedule 8 is a true and correct summary of all the geographic locations of the Mortgage Loans originated by Seller during the calendar month ending [DATE].

 

MSR Valuation. A detailed summary of either (i) the monthly Seller’s MSR Valuation or (ii) quarterly Third Party Evaluator’s MSR Valuation, as applicable, is provided in Schedule 9 hereto.

 




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IN WITNESS WHEREOF, I have set my hand this            day of                 ,               .

 

	
 
    	
PENNYMAC LOAN   SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

 

Acknowledged and Agreed:

 

	
 
    	
PRIVATE NATIONAL   MORTGAGE 
   ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 




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SCHEDULE 1 TO OFFICER’S COMPLIANCE CERTIFICATE

 

CALCULATIONS OF FINANCIAL COVENANTS

As of the calendar month ended [DATE] or quarter ended [DATE]

 

	
I.
    	
Adjusted Tangible Net   Worth
    	
 
    
	
 
    	
 
    	
 
    
	
1.
    	
Net  Worth (book)
    	
$
    
	
 
    	
Plus:
    	
 
    
	
2.
    	
Subordinated Debt   (maturity > CSFB
    	
$
    
	
 
    	
line maturity)
    	
 
    
	
 
    	
 
    	
 
    
	
I.(a)
    	
Total of items 1-2
    	
$
    
	
 
    	
 
    	
 
    
	
 
    	
Less:
    	
 
    
	
3.
    	
Restricted cash
    	
$
    
	
4.
    	
25% of investment   securities
    	
$
    
	
5.
    	
50% of all   mortgage loans held
    	
$
    
	
 
    	
for investment
    	
 
    
	
6.
    	
50% of real estate   owned property
    	
$
    
	
7.
    	
50% of the MSR   Valuation of any
    	
$
    
	
 
    	
Unencumbered   Mortgage Servicing
    	
 
    
	
 
    	
Rights
    	
 
    
	
8.
    	
50% of the   Encumbered Mortgage
    	
$
    
	
 
    	
Servicing Rights   Equity
    	
 
    
	
9.
    	
Goodwill
    	
$
    
	
10.
    	
Patents
    	
$
    
	
11.
    	
Tradenames
    	
$
    
	
12.
    	
Trademarks
    	
$
    
	
13.
    	
Copyrights
    	
$
    
	
14.
    	
Franchises
    	
$
    
	
15.
    	
Organizational   expenses
    	
$
    
	
16.
    	
Deferred taxes and   expenses
    	
 
    
	
17.
    	
Prepaid expenses
    	
 
    
	
18.
    	
Prepaid assets
    	
 
    
	
19.
    	
Receivables from   shareholders,
    	
 
    
	
 
    	
Affiliates or   employees
    	
 
    
	
20.
    	
Any other   intangible assets
    	
$
    
	
 
    	
 
    	
 
    
	
I.(b)
    	
Total of items 3-20
    	
 
    
	
 
    	
 
    	
 
    
	
I.(c)
    	
Actual Adjusted Tangible   Net Worth
    	
$
    
	
 
    	
(a minus b)
    	
 
    
	
21.
    	
[    ]%   of Seller’s positive quarterly
    	
 
    
	
 
    	
Net Income for the prior   three
    	
 
    
	
 
    	
Months
    	
 
    


 




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22.
    	
[ ]% of any additional Capital
    	
 
    
	
 
    	
Contribution for the   prior calendar
    	
 
    
	
 
    	
Quarter ending [Date]
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Adjusted Tangible Net Worth Covenant
    	
$
    
	
 
    	
($[                        ]   plus amounts in
    	
 
    
	
 
    	
Items 21 and 22)
    	
 
    
	
 
    	
Compliance?
    	
Yes/No
    
	
 
    	
 
    	
 
    
	
II.
    	
Leverage Ratio
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Total Debt divided by   Adjusted
    	
xx.x
    
	
 
    	
Tangible Net Worth   — Actual
    	
 
    
	
 
    	
Total Indebtedness   (on and off balance
    	
 
    
	
 
    	
sheet) - Actual
    	
 
    
	
 
    	
[Please insert   calculations]
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Leverage Covenant
    	
xx.x
    
	
 
    	
Compliance?
    	
Yes/No
    
	
 
    	
 
    	
 
    
	
III.
    	
Test Period Net Income -   Actual
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Total Interest   Income (list each line
    	
$
    
	
 
    	
item)
    	
 
    
	
 
    	
Total Interest   Expense (list each line
    	
$
    
	
 
    	
item)
    	
 
    
	
 
    	
Net Interest   Income/Loss (list each line
    	
$
    
	
 
    	
item)
    	
 
    
	
 
    	
Total Other Income   (list each line item) $
    	
 
    
	
 
    	
Expenses (list   each line item)
    	
$
    
	
 
    	
Net Income/Loss
    	
$
    
	
 
    	
Test Period Profitability
    	
>=
    
	
 
    	
 
    	
$1.00
    
	
 
    	
Compliance?
    	
Yes/No
    
	
 
    	
 
    	
 
    
	
IV.
    	
Liquidity
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Total Unrestricted   Cash
    	
$
    
	
 
    	
Total Unrestricted   Cash Equivalents
    	
$
    
	
 
    	
Total
    	
$
    
	
 
    	
Liquidity Covenant
    	
xx.x
    
	
 
    	
Compliance?
    	
Yes /No
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

SCHEDULE 2 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INDEBTEDNESS as of                  

 

	
LENDER
    	
 
    	
TOTAL
    FACILITY
    SIZE
    	
 
    	
FACILITY
    TYPE (i.e. EFP,
    Repurchase, etc)
    	
 
    	
$ AMOUNT 
   COMMITTED
    	
 
    	
OUTSTANDING 
   INDEBTEDNESS
    	
 
    	
EXPIRATION 
   DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 3 TO OFFICER’S COMPLIANCE CERTIFICATE

 

OVERALL MORTGAGE LOAN ORIGINATIONS

 

	
MORTGAGE 
    	
 
    	
RETAIL
    	
 
    	
WHOLESALE
    	
 
    	
CORRESPONDENT
    
	
LOAN TYPE
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    
	
Conforming  Mortgage Loans (other than Conforming  High CLTV  loans)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FHA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
VA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Conforming  High CLTV  Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 4 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INTEREST RATE PROTECTION AGREEMENTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 5 TO OFFICER’S COMPLIANCE CERTIFICATE

 

REPURCHASES AND EARLY PAYMENT DEFAULT REQUESTS

 

Outstanding/Pending Repurchases & Indemnifications

 

	
Loan #
    	
 
    	
Repo or
   Indem
    	
 
    	
Investor
    	
 
    	
Notice 
   Date
    	
 
    	
Origination 
   Date
    	
 
    	
Breach/Defect
    	
 
    	
Original
   Loan 
   Amount 
   ($)
    	
 
    	
Estimated 
   Loss 
   Amount 
   ($)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

 

Satisfied/Resolved Repurchases

 

	
Loan #
    	
 
    	
Repo or
   Indem
    	
 
    	
Investor
    	
 
    	
Origination
   Date
    	
 
    	
Date Resolved
    	
 
    	
Original
   Loan
   Amount
   ($)
    	
 
    	
Estimated
   Loss
   Amount
   ($)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 6 TO OFFICER’S COMPLIANCE CERTIFICATE

 

QUALITY CONTROL RESULTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 7 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Secondary Market Sales

 

	
Company Name
    	
 
    	
Product Type
    	
 
    	
Current Month Total
   $
    	
 
    	
Current Month % of
   Total
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 8 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Geographic Production Breakdown

 

	
Current Month Geographic Concentration Top 
   10 States
    	
 
    	
Current Month
   Total $
    	
 
    	
Current Month %
   of Total
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 9 TO OFFICER’S COMPLIANCE CERTIFICATE

 

MSR Valuation

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

AMENDMENT NO. 14
 TO MASTER REPURCHASE AGREEMENT

 

Amendment No. 14, dated as of December 12, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the “Guarantor”).

 

RECITALS

 

The Buyer, the Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of August 14, 2009 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”).  The Guarantor is party to that certain Guaranty (the “Guaranty”), dated as of August 14, 2009, as the same may be further amended from time to time, by the Guarantor in favor of Buyer.  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.

 

The Buyer, the Seller and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.  As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

 

SECTION 1.                            Definitions.  Section 2 of the Existing Repurchase Agreement is hereby amended by:

 

1.1                               deleting the definitions of “Adjusted Tangible Net Worth” and “Servicing Facility Agreement” in their entirety and replacing them with the following:

 

“Adjusted Tangible Net Worth” means, for any Person, Net Worth of such Person plus Subordinated Debt (provided that Subordinated Debt shall not be taken into account to the extent that it would cause Adjusted Tangible Net Worth to be comprised of greater than 25% Subordinated Debt), minus (a) the difference, if any, of (x) the value of the mortgage servicing rights owned by such Person as set forth in such Person’s most recent balance sheet as determined by such Person as of such date in accordance with GAAP and (y) the MSR Valuation, (b) 50% of the MSR Valuation of any Unencumbered Mortgage Servicing Rights; (c) 50% of the Encumbered Mortgage Servicing Rights Equity; (d) intangibles; (e) goodwill and (f) receivables from Affiliates; provided, however, that any investment vehicle that is under the management of PNMAC Capital Management LLC and is otherwise not directly or indirectly owned or controlled by Seller shall not be deemed an “Affiliate” for the purposes of this definition.”

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

“Servicing Facility Agreement” means that certain Second Amended and Restated Loan and Security Agreement, dated as of March 27, 2012, between Credit Suisse First Boston Mortgage Capital LLC, as lender, PennyMac Loan Services, LLC, as borrower, and Private National Mortgage Acceptance Company, LLC, as guarantor.

 

SECTION 2.                            Covenants.  Section 14(a) of the Existing Repurchase Agreement is hereby amended deleting such section in its entirety and replacing it with the following:

 

“a.                                Adjusted Tangible Net Worth.  Seller shall maintain, at all times, an Adjusted Tangible Net Worth of at least the sum of (i) $65,000,000, plus (ii) 50% of any additional Capital Contributions contributed on or after November 30, 2012 (without taking into account such Capital Contributions to the extent that they are paid to (A) satisfy the requirement set forth in clause (i) above or (B) satisfy Margin Calls hereunder).”

 

SECTION 3.                            Exhibit D of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the attached Exhibit A.

 

SECTION 4.                            Conditions Precedent.  This Amendment shall become effective as of November 30, 2012 (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

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

 

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

 

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

 

SECTION 5.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.

 

SECTION 6.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.

 

SECTION 7.                            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.

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

2











 

SECTION 8.                            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

 

SECTION 9.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 10.                     Reaffirmation of Guaranty.  The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.

 

[Remainder of page intentionally left blank]

 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 

3











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
Buyer:
    	
CREDIT   SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Schancupp
    
	
 
    	
 
    	
Name:
    	
Peter   Schancupp
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
 
    	
Name:
    	
Pamela   Marsh
    
	
 
    	
 
    	
Title:
    	
Managing   Director, Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Guarantor:
    	
PRIVATE   NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
 
    	
Name:
    	
Pamela   Marsh
    
	
 
    	
 
    	
Title:
    	
Managing   Director, Treasurer
    


 




[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 









 

Exhibit A to Amendment No. 14

 

EXHIBIT D

 

OFFICER’S COMPLIANCE CERTIFICATE

 

I,                                     , do hereby certify that I am the [duly elected, qualified and authorized] [CFO/TREASURER/FINANCIAL OFFICER] of PennyMac Loan Services, LLC (“Seller”). This Certificate is delivered to you in connection with Section 17b of the Master Repurchase Agreement dated as of August 14, 2009, among Seller, Private National Mortgage Acceptance Company, LLC and Credit Suisse First Boston Mortgage Capital LLC (as amended from time to time, the “Agreement”), as the same may have been amended from time to time. I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, Seller is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:

 

Adjusted Tangible Net Worth. Seller has maintained an Adjusted Tangible Net Worth of at least the sum of (i) $65,000,000, plus (ii) 50% of any additional Capital Contributions contributed on or after November 30, 2012 (without taking into account such Capital Contributions to the extent that they are paid to (A) satisfy the requirement set forth in clause (i) above or (B) satisfy Margin Calls). A detailed summary of the calculation of Seller’s actual Adjusted Tangible Net Worth is provided in Schedule 1 hereto.

 

Indebtedness to Adjusted Tangible Net Worth Ratio. Seller’s ratio of Indebtedness to Adjusted Tangible Net Worth has not exceeded 10:1. A calculation of Seller’s actual Indebtedness to Adjust Tangible Net Worth is provided in Schedule 1 hereto.

 

Maintenance of Profitability. Seller has not permitted, for any Test Period, Net Income for such Test Period, before income taxes for such Test Period and distributions made during such Test Period, to be less than $1.00.

 

Maintenance of Liquidity. Seller has ensured that, at all times, it has had unrestricted cash and Cash Equivalents in an amount not less than the related Liquidity Amount.

 

Additional Warehouse Line. Seller has maintained one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to the Maximum Committed Purchase Price.

 

Insurance. Seller or Guarantor have continued to maintain, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in an aggregate amount

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

at least equal to $1,400,000. Seller or Guarantor have maintained, for Seller, Servicer and their Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connection with all or any portion of the Repurchase Assets. Seller or Guarantor shall notify Buyer of any material change in the terms of any such Fidelity Insurance.

 

Financial Statements. The financial statements attached hereto are accurate and complete, accurately reflect the financial condition of Seller and Guarantor, and do not omit any material fact as of the date(s) thereof.

 

Documentation. Seller has performed the documentation procedures required by its operational guidelines with respect to endorsements and assignments, including the recordation of assignments, or has verified that such documentation procedures have been performed by a prior holder of such Mortgage Loan.

 

Compliance. Seller has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Program Agreements to be observed, performed and satisfied by it. [If a covenant or other agreement or condition has not been complied with, Seller shall describe such lack of compliance and provide the date of any related waiver thereof.]

 

Regulatory Action. Seller is not currently under investigation or, to best of Seller’s knowledge, no investigation by any federal, state or local government agency is threatened. Seller has not been the subject of any government investigation 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. [If so, Seller shall describe the situation in reasonable detail and describe the action that Seller has taken or proposes to take in connection therewith.]

 

No Default. No Default or Event of Default has occurred or is continuing. [If any Default or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable detail and describe the action Seller has taken or proposes to take with respect thereto, and if such Default or Event of Default has been expressly waived by Buyer in writing, Seller shall describe the Default or Event of Default and provide the date of the related waiver.]

 

Distributions. Seller has not paid any dividends greater than Net Income in any given calendar year.

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

Indebtedness. All Indebtedness (other than Indebtedness evidenced by the Repurchase Agreement) of Seller existing on the date hereof is listed on Schedule 2 hereto.

 

Originations. Attached hereto as Schedule 3 is a true and correct summary of all Mortgage Loans originated by Seller for the calendar month ending [DATE] and for the year to date ending [DATE].

 

Compare Ratio. Seller’s Compare Ratio with respect to each of its DE Compare Report and Institution Compare Report did not exceed 150% for the calendar month ending [DATE].

 

Hedging. Attached hereto as Schedule 4 is a true and correct summary of all Interest Rate Protection Agreements entered into or maintained by Seller during the calendar month ending on [DATE].

 

Repurchases and Early Payment Default Requests. Attached hereto as Schedule 5 is a true and correct summary of the portfolio performance including representation breaches, missing document breaches, repurchases due to fraud, early payment default requests, and Mortgage Loans subject to other warehouse lines in excess of 60 days summarized on the basis of (a) pending repurchase demands (including weighted average duration of outstanding request), (b) satisfied repurchase demands and (c) total repurchase demands.

 

Quality Control. Attached hereto as Schedule 6 is a true and correct copy of the internal quality control maintained by Seller.

 

Secondary Market Sales. Attached hereto as Schedule 7 is a true and correct summary of all the Mortgage Loans sold by Seller during the calendar month ending [DATE].

 

Geographic Production Breakdown. Attached hereto as Schedule 8 is a true and correct summary of all the geographic locations of the Mortgage Loans originated by Seller during the calendar month ending [DATE].

 

MSR Valuation. A detailed summary of either (i) the monthly Seller’s MSR Valuation or (ii) quarterly Third Party Evaluator’s MSR Valuation, as applicable, is provided in Schedule 9 hereto.

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

IN WITNESS WHEREOF, I have set my hand this            day of                 ,               .

 

	
 
    	
PENNYMAC LOAN   SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

Acknowledged and Agreed:

 

	
 
    	
PRIVATE NATIONAL   MORTGAGE ACCEPTANCE COMPANY, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 1 TO OFFICER’S COMPLIANCE CERTIFICATE

 

CALCULATIONS OF FINANCIAL COVENANTS

As of the calendar month ended [DATE] or quarter ended [DATE]

 

	
I.
    	
Adjusted Tangible Net   Worth
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
1.
    	
Net Worth (book)
    	
 
    	
$
    
	
 
    	
Plus:
    	
 
    	
 
    
	
2.
    	
Subordinated Debt   (maturity > CSFB line maturity)
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    
	
I.(a)
    	
Total of items 1-2
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Less:
    	
 
    	
 
    
	
3.
    	
100% of the   difference between the valuation of the mortgage servicing rights owned by   Seller and the MSR Valuation of such mortgage servicing rights
    	
 
    	
$
    
	
4.
    	
50% of the MSR   Valuation of any Unencumbered Mortgage Servicing Rights
    	
 
    	
$
    
	
5.
    	
50% of the   Encumbered Mortgage Servicing Rights Equity
    	
 
    	
$
    
	
6.
    	
Intangibles
    	
 
    	
$
    
	
7.
    	
Goodwill
    	
 
    	
$
    
	
8.
    	
Receivables from   Affiliates
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    
	
I.(b)
    	
Total of items 3-8
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
I.(c)
    	
Actual Adjusted Tangible   Net Worth (a minus b)
    	
 
    	
$
    
	
 
    	
 
    	
 
    	
 
    
	
9.
    	
50% of any additional   Capital Contributions after November 30, 2012
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
10.
    	
Adjusted Tangible   Net Worth Covenant ($65,000,000 plus amount in item 9)
    	
 
    	
$
    
	
 
    	
Compliance?
    	
 
    	
Yes/No
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

	
II.
    	
Leverage Ratio
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Total Debt divided by   Adjusted
    	
 
    	
xx.x
    
	
 
    	
Tangible Net Worth   – Actual Total Indebtedness (on and off balance sheet) - Actual

[Please insert   calculations]
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Leverage Covenant
    	
 
    	
xx.x
    
	
 
    	
Compliance?
    	
 
    	
Yes/No
    
	
 
    	
 
    	
 
    	
 
    
	
III.
    	
Test Period Net Income -   Actual
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Total Interest   Income (list each line item)
    	
 
    	
$
    
	
 
    	
Total Interest   Expense (list each line item)
    	
 
    	
$
    
	
 
    	
Net Interest   Income/Loss (list each line item)
    	
 
    	
$
    
	
 
    	
Total Other Income   (list each line item) 
    	
 
    	
$
    
	
 
    	
Expenses (list   each line item)
    	
 
    	
$
    
	
 
    	
Net Income/Loss
    	
 
    	
$
    
	
 
    	
Test Period Profitability
    	
 
    	
>=
    
	
 
    	
 
    	
 
    	
$1.00
    
	
 
    	
Compliance?
    	
 
    	
Yes/No
    
	
 
    	
 
    	
 
    	
 
    
	
IV.
    	
Liquidity
    	
 
    	
 
    
	
 
    	
Total Unrestricted   Cash
    	
 
    	
$
    
	
 
    	
Total Unrestricted   Cash Equivalents
    	
 
    	
$
    
	
 
    	
Total
    	
 
    	
$
    
	
 
    	
Liquidity Covenant
    	
 
    	
xx.x
    
	
 
    	
Compliance?
    	
 
    	
Yes /No
    
	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 




 






 

SCHEDULE 2 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INDEBTEDNESS as of               

 

	
LENDER
    	
 
    	
TOTAL
    FACILITY
    SIZE
    	
 
    	
FACILITY
    TYPE (i.e. EFP,
    Repurchase, etc)
    	
 
    	
$ AMOUNT
   COMMITTED
    	
 
    	
OUTSTANDING
   INDEBTEDNESS
    	
 
    	
EXPIRATION
   DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 3 TO OFFICER’S COMPLIANCE CERTIFICATE

 

OVERALL MORTGAGE LOAN ORIGINATIONS

 

	
MORTGAGE 
    	
 
    	
RETAIL
    	
 
    	
WHOLESALE
    	
 
    	
CORRESPONDENT
    	
 
    
	
LOAN TYPE
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    	
Units
    	
 
    	
Total $
    	
 
    
	
Conforming Mortgage Loans (other than   Conforming High CLTV loans)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
FHA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
VA Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Conforming High CLTV Loans
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 4 TO OFFICER’S COMPLIANCE CERTIFICATE

 

INTEREST RATE PROTECTION AGREEMENTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 5 TO OFFICER’S COMPLIANCE CERTIFICATE

 

REPURCHASES AND EARLY PAYMENT DEFAULT REQUESTS

 

Outstanding/Pending Repurchases & Indemnifications

 

	
Loan #
    	
 
    	
Repo or
   Indem
    	
 
    	
Investor
    	
 
    	
Notice
   Date
    	
 
    	
Origination
   Date
    	
 
    	
Breach/Defect
    	
 
    	
Original
   Loan
   Amount
   ($)
    	
 
    	
Estimated
   Loss
   Amount
   ($)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Satisfied/Resolved Repurchases

 

	
Loan #
    	
 
    	
Repo or
   Indem
    	
 
    	
Investor
    	
 
    	
Origination
   Date
    	
 
    	
Date Resolved
    	
 
    	
Original
   Loan
   Amount
   ($)
    	
 
    	
Estimated
   Loss
   Amount
   ($)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 6 TO OFFICER’S COMPLIANCE CERTIFICATE

 

QUALITY CONTROL RESULTS

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 7 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Secondary Market Sales

 

	
Company Name
    	
 
    	
Product Type
    	
 
    	
Current Month Total
   $
    	
 
    	
Current Month % of
   Total
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 8 TO OFFICER’S COMPLIANCE CERTIFICATE

 

Geographic Production Breakdown

 

	
Current Month Geographic Concentration Top
   10 States
    	
 
    	
Current Month
   Total $
    	
 
    	
Current Month %
   of Total
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

 











 

SCHEDULE 9 TO OFFICER’S COMPLIANCE CERTIFICATE

 

MSR Valuation

 




[***]  Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.