Exhibit 10.1

EXECUTION VERSION

SECOND AMENDED AND RESTATED MASTER SPREAD ACQUISITION AND MSR

SERVICING AGREEMENT

PREAMBLE

This Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement (the “ Agreement ”) is entered into by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “ Seller ”), on the one hand, and PennyMac Holdings, LLC, a Delaware limited liability company (“ PMH ” or the “ Purchaser ”), as of December 19, 2016.

RECITALS

WHEREAS, the Seller and the Purchaser previously entered into the Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of April 20, 2015, as amended by the Amendment No. 1 to Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of August 26, 2015 and the Amendment No. 2 to Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of November 10, 2015 (the “ Existing Agreement ”);

WHEREAS, the Seller may from time to time originate, or acquire from third parties, mortgage servicing rights;

WHEREAS, the Purchaser may from time to time desire to acquire the right to excess servicing spread arising from such mortgage servicing rights;

WHEREAS, the Seller and the Purchaser desire that the Seller service the mortgage loans to which such servicing rights relate and provide additional administrative services;

WHEREAS, the Seller desires to retain the right to refinance the residential mortgage loans in the pool and the Seller will obtain a competitive benefit from serving as the servicer of such mortgage loans and the Purchaser consents to such right, as long as the Servicing Rights and a portion of the servicing spread with respect to the newly-originated residential mortgage loans and/or similar residential mortgage loans are retained by the Seller and the excess servicing spread with respect to such mortgage loans is assigned by the Seller to the Purchaser as described herein;

WHEREAS, the Seller desires to create a Participation Certificate (as defined herein) to evidence the Purchased MSR Excess Spread;

WHEREAS, the Purchaser desires to finance the Participation Certificate with the Seller pursuant to the Master Repurchase Agreement, dated as of the date hereof, by and between the Purchaser, as seller thereunder, and Seller, as buyer thereunder (as amended, modified or supplemented from time to time hereafter, the “ PMH Repurchase Agreement ”), and the Seller has required certain changes in order to facilitate the same;

WHEREAS, the Seller desires to acquire financing to fund its advances under the PMH Repurchase Agreement pursuant to the Master Repurchase Agreement, dated as of the date hereof, between the Seller, as seller thereunder, and the Issuer, as buyer thereunder (as amended, modified or supplemented from time to time hereafter, the “ PC Repurchase Agreement ”);

WHEREAS, the Purchaser has agreed to return each Participation Certificate issued under the Existing Agreement to the Seller for cancellation, in exchange for the Participation Certificate to be issued on the date hereof and any cash necessary to reflect any difference in the aggregate value of each Participation Certificate issued under the Existing Agreement and the value of the Participation Certificate issued on the date hereof; and

WHEREAS, the parties hereto have requested that the Existing Agreement be amended and restated, in its entirety, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein and for other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions . For purposes of this Agreement (which, for the avoidance of doubt, shall include the Preamble and Recitals hereto), the following capitalized terms, unless the context otherwise requires, shall have the respective meanings set forth below:

“ Accepted Servicing Practices ” means, with respect to any Mortgage Loan, (i) those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, and (ii) those practices required by Ginnie Mae.

“ Acknowledgement Agreement ” means the Acknowledgement Agreement, dated as of December 19, 2016, among the Issuer, Citibank, N.A., as indenture trustee and Ginnie Mae, as amended, restated, supplemented or otherwise modified from time to time.

“ Additional Mortgage Loan ” means a Mortgage Loan with respect to which the Seller, (i) in order to eliminate the Shortfall Amount in whole or in part, assigns to the Purchaser the applicable Transaction Excess Spread Percentage of the Secondary Portfolio Excess Spread on such Additional Mortgage Loan, or (ii) in lieu of including any Modified Loan(s) in the Primary Portfolio or Secondary Portfolio, assigns to the Purchaser the applicable Purchased MSR Excess Spread on such Additional Mortgage Loan.

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“ Affiliate ” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by management contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided , however , that Affiliates of the Purchaser shall include only PennyMac Mortgage Investment Trust and its wholly-owned subsidiaries, and Affiliates of the Seller shall include only Private National Mortgage Acceptance Company, LLC and its wholly-owned subsidiaries.

“ Agreement ” has the meaning set forth in the recitals hereto.

“ Allowed Retention Percentage ” has the meaning set forth in Section 4.01(a) .

“ Alternative Mortgage Loan ” has the meaning set forth in Section 4.01(b) .

“ Ancillary Income ” means all income derived from a Mortgage Loan (other than payments or other collections in respect of principal, interest, escrow payments and prepayment penalties attributable to such Mortgage Loan) and to which the Seller, as the servicer of the Mortgage Loan, is entitled in accordance with the Ginnie Mae Contract.

“ Approved Valuation Firm ” means any valuation firm that has been approved by a majority of both the independent directors of PennyMac Financial Services, Inc., in the case of the Seller, and the independent trustees of PennyMac Mortgage Investment Trust, in the case of the Purchaser.

“ Assignment ” means an assignment substantially in the form of Exhibit C .

“ Assignment Date ” means, with respect to any Mortgage Loan Identification Date, the date that is ten (10) Business Days following such Mortgage Loan Identification Date or such other date as may be set forth in the applicable Confirmation.

“ Base Indenture ” means the Base Indenture, dated as of December 19, 2016, among, the Issuer, as issuer, Citibank, N.A., as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Seller, as administrator and as servicer, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and Pentalpha Surveillance LLC, as the credit manager, as amended, restated, supplemented or otherwise modified from time to time, including the schedules and exhibits thereto.

“ Base Servicing Fee ” means, with respect to each Mortgage Loan included in the Portfolio, an amount equal to one-twelfth (1/12) of the Base Servicing Fee Rate multiplied by the unpaid principal balance of such Mortgage Loan as of the first day of the Collection Period due to the Seller as servicer; provided , however , that (1) if the initial Collection Period is less than a full month, such fee for each such Mortgage Loan shall be an amount equal to the product of the fee otherwise described above and a fraction, the numerator of which is the number of days in such initial Collection Period for such Mortgage Loan and the denominator of which is 30; (2) if any Mortgage Loan ceases to be part of the Portfolio during such Collection Period as a result of a termination of the Seller’s duties as servicer under the Servicing Contract, the portion of such

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amount that is attributable to such Mortgage Loan shall be adjusted to an amount equal to the product of such portion and a fraction, the numerator of which is the number of days in such Collection Period during which such Mortgage Loan was included in the Portfolio and denominator of which is 30; and (3) if the Primary Portfolio Collections for such Primary Portfolio and such Collection Period or the Secondary Portfolio Collections for such Secondary Portfolio and such Collection Period were used to cover prepayment interest shortfalls on the related Primary Portfolio Mortgage Loans or the related Secondary Portfolio Mortgage Loans, as the case may be, the fee otherwise described above shall be reduced by the amount of such reduction.

“ Base Servicing Fee Rate ” means 0.10%.

“ Business Day ” means any day other than (i) a Saturday or Sunday, or (ii) any other day on which national banking associations or state banking institutions in New York, New York, the State of California, the State of Texas or the Federal Reserve Bank of New York, are authorized or obligated by law, executive order or governmental decree to be closed.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collection Period ” means, with respect to each Transaction Remittance Date, the calendar month preceding the month in which such Transaction Remittance Date occurs.

“ Confirmation ” means (i) with respect to any Purchased MSR Excess Spread existing as of the date hereof, the applicable letter agreement between the Seller and the Purchaser, and (ii) with respect to Purchased MSR Excess Spread related to any Transaction Portfolio acquired after the date hereof, a letter agreement between the Seller and the Purchaser substantially in the form attached hereto as Exhibit A that includes a mortgage loan schedule and sets forth each of a “transaction settlement date”, a “transaction purchase price percentage”, a “transaction asset purchase agreement,” “a transaction threshold percentage” and an “allowed retention percentage”.

“ Confirmation Date ” means the date of a Confirmation.

“ Creation Date ” means with respect to Primary Portfolio Excess Spread and the related Secondary Portfolio Excess Spread previously acquired, the date hereof, and with respect to Primary Portfolio Excess Spread and the related Secondary Portfolio Excess Spread acquired after the date hereof, the Transaction Settlement Date.

“ Cut-off Date ” means, with respect to each Primary Portfolio, the date set forth in the related Confirmation.

“ Dedicated Account ” means (i) during the term of the PMH Repurchase Agreement, the “Dedicated Account” as such term is defined in the PMH Repurchase Agreement, and (ii) after the termination of the PMH Repurchase Agreement and payment of all related obligations under the PC Repurchase Agreement, the PMH Custodial Account.

“ Eligible Account ” means any of (i) an account or accounts maintained with an insured depository institution that meets the rating requirements adopted by Ginnie Mae and set

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forth in the Ginnie Mae Guide, and that is (w) a federal savings and loan association duly organized, validly existing and in good standing under the federal banking laws of the United States, (x) a banking or savings and loan association duly organized, validly existing and in good standing under the applicable laws of any state, (y) a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States, or (z) a principal subsidiary of a bank holding company; or (ii) a segregated trust account maintained in the trust department of a federal or state chartered depository institution or trust company in the United States, having capital and surplus of not less than $50,000,000, and that meets the rating requirements adopted by Ginnie Mae and set forth in the Ginnie Mae Guide, acting in its fiduciary capacity.

“ Event of Default ” means, an “Event of Default” as such term is defined in the PC Repurchase Agreement.

“ Excess Refinancing Percentage ” has the meaning set forth in Section 4.01(a) .

“ Excess Spread Rate ” means, as to any Mortgage Loan, (i) with respect to any Purchased MSR Excess Spread existing as of the date hereof, the excess of the Gross Servicing Fee Rate for such Mortgage Loan (and any related Additional Mortgage Loan, New Mortgage Loan or Modified Loan) over the Transaction Base Servicing Fee Rate for such Mortgage Loan, and (ii) with respect to any Purchased MSR Excess Spread related to any Transaction Portfolio acquired after the date hereof, the excess of the Gross Servicing Fee Rate for such Mortgage Loan over the Base Servicing Fee Rate.

“ Expense Amount ” has the meaning set forth in Section 9.21 .

“ Expense Amount Accountant’s Letter ” has the meaning set forth in Section 9.21 .

“ Expense Amount Tax Opinion ” has the meaning set forth in Section 9.21 .

“ Expense Escrow Account ” has the meaning set forth in Section 9.21 .

“ Ginnie Mae ” means the Government National Mortgage Association, or any successor thereto.

“ Ginnie Mae Contract ” means (a) 12 U.S.C. § 1721(g) and the implementing regulations governing the Ginnie Mae MBS Program, 24 C.F.R. Part 300, (b) applicable guaranty agreements and contractual agreements between Ginnie Mae and the Seller, and (c) the Ginnie Mae Guide, and other applicable guides and all amendments and additions thereto.

“ Ginnie Mae Guide ” means the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.

“ Ginnie Mae Mortgage Loan ” means a Mortgage Loan underwritten in accordance with the guidelines of Ginnie Mae described in the Servicing Contract and the Ginnie Mae Guide.

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“ Gross Servicing Fee Rate ” means, as to any Mortgage Loan, the annual rate at which the servicing fee is calculated for such Mortgage Loan, determined as provided in the related Servicing Contract. For the avoidance of doubt, “ Gross Servicing Fee Rate ” shall not include the Guaranty Fee.

“ Guaranty ” means the Guaranty dated as of December 19, 2016, made by PennyMac Mortgage Investment Trust in favor of Purchaser, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Guaranty Fee ” means, the monthly guarantee fee required to be paid by the Seller to Ginnie Mae pursuant to the Servicing Contract and the Ginnie Mae Guide.

“ Issuer ” means PNMAC GMSR ISSUER TRUST, together with its successors and assigns.

“ HUD ” means the United States Department of Housing and Urban Development, or any successor thereto.

“ Lien ” means, with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement.

“ MBS ” means a mortgage backed security guaranteed by Ginnie Mae pursuant to the Ginnie Mae Guide.

“ Modified Loan ” means a Mortgage Loan that is removed from a Mortgage Pool and the terms of which have been modified in accordance with the requirements of the Ginnie Mae Guide and which Mortgage Loan, as so modified, is eligible to be resold or re-securitized by Seller to Ginnie Mae.

“ Mortgage Loan ” means a one-to-four family residential loan that is secured by a mortgage, deed of trust or other similar security instrument and is a Ginnie Mae Mortgage Loan. A Mortgage Loan includes the Mortgage Loan Documents, the mortgage file, the monthly payments, any principal payments or prepayments, any related escrow accounts, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan but excludes the Servicing Rights that are the subject of this Agreement. A Mortgage Loan also includes any Modified Loan.

“ Mortgage Loan Documents ” means the mortgages, notes, assignments and an electronic record or copy of a mortgage loan application.

“ Mortgage Loan Identification Date ” means, with respect to a calendar month, the 20th day of the immediately succeeding calendar month.

“ Mortgage Pool ” means a pool or loan package securing an MBS for which the Seller is the issuer.

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“ Mortgaged Property ” means the real property (including all improvements, buildings, fixtures and building equipment thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and all other collateral securing repayment of the related Mortgage Loan.

“ New Mortgage Loan ” has the meaning set forth in Section 4.01(a) .

“ Nonqualifying Income ” means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.

“ Participation Certificate ” means the participation certificate in the form of Exhibit B attached hereto, which evidences the related Participation Interest.

“ Participation Certificate Register ” has the meaning assigned to such term in Section 9.20 .

“ Participation Certificate Registrar ” has the meaning assigned to such term in Section 9.20 .

“ Participation Interest ” means each participating beneficial ownership interest (of the type and nature contemplated by 11 U.S.C. § 541(d) of the United States Bankruptcy Code) in Purchased MSR Excess Spread with respect to each Portfolio, and proceeds thereof together with the other rights and privileges specified in this Agreement as evidenced by the issuance of a Participation Certificate.

“ Payoff ” means, with respect to a Mortgage Loan, any payment in full of the unpaid principal balance of such Mortgage Loan that is received in advance of the last scheduled due date for such Mortgage Loan and accompanied by the accrued and unpaid interest to the date of such payment in full.

“ PC Repurchase Agreement ” has the meaning set forth in the recitals hereto.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ PMH Custodial Account ” means the demand deposit account “PennyMac Loan Services, LLC – Purchased MSR Dedicated Account”, which account shall be established by PMH in an advance of any termination of the PMH Repurchase Agreement for the purpose of holding cash proceeds of the Excess Spread for the benefit of Buyer.

“ PMH Repurchase Agreement ” has the meaning set forth in the recitals hereto.

“ PMH Subordination Agreement ” means the Subordination, Acknowledgment and Pledge Agreement, dated as of December 19, 2016, among PMH and Issuer, as amended, restated, supplemented or otherwise modified from time to time.

“ Portfolio ” refers to all Transaction Portfolios hereunder.

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“ Portfolio Mortgage Loan ” means, a Mortgage Loan that is included in the Portfolio.

“ Portfolio Spread Custodial Account ” means, with respect to each Primary Portfolio and each Secondary Portfolio, the account established under Section 5.01 , which shall be entitled “PennyMac Loan Services, LLC – Purchased MSR Dedicated Account”, and into which account all Primary Portfolio Collections and Primary Portfolio Termination Payments in respect of such Primary Portfolio and all Secondary Portfolio Collections and Secondary Portfolio Termination Payments in respect of such Secondary Portfolio shall be deposited.

“ Primary Portfolio ” means the residential mortgage loans identified and listed on a schedule to the Participation Certificate.

“ Primary Portfolio Collections ” means, with respect to each Primary Portfolio, the funds collected on the related Primary Portfolio Mortgage Loans and allocated as the servicing compensation payable to the Seller as servicer of such Primary Portfolio Mortgage Loans pursuant to the Servicing Contract and the Ginnie Mae Guide, other than Ancillary Income, the Guaranty Fee and, for the avoidance of doubt, other than reimbursements received by the Seller from a loan owner for advances and other out-of-pocket expenditures pursuant to the Servicing Contract and the Ginnie Mae Guide.

“ Primary Portfolio Excess Spread ” means, with respect to each Primary Portfolio, the rights of the Seller, severable from any and all other rights and obligations under the Servicing Contract and the Ginnie Mae Guide, to the Transaction Excess Spread Percentage of the Primary Portfolio Total Spread on such Primary Portfolio.

“ Primary Portfolio Mortgage Loan ” means, a Mortgage Loan that is included in a Primary Portfolio.

“ Primary Portfolio Retained Spread ” means, with respect to each Primary Portfolio, the rights of the Seller to the Transaction Retained Spread Percentage of the Primary Portfolio Total Spread on such Primary Portfolio.

“ Primary Portfolio Termination Payment ” means, with respect to each Primary Portfolio, any payment that Ginnie Mae may elect to make in connection with the termination of the servicer of any Primary Portfolio Mortgage Loan; provided , however , that, if such a payment is made with respect to a group of mortgage loans and fewer than all such mortgage loans are Primary Portfolio Mortgage Loans, then the “Primary Portfolio Termination Payment” shall mean the portion of such termination payment that is reasonably attributable to the Primary Portfolio Mortgage Loans in such group based upon the methodology set forth in the Servicing Contract for the calculation of termination payments thereunder.

“ Primary Portfolio Total Spread ” means, with respect to each Primary Portfolio, for each Collection Period on or after the related Transaction Settlement Date, the sum of the following: (a) the Primary Portfolio Collections received during such Collection Period, net of the Base Servicing Fee; and (b) all other amounts payable by a loan owner or master servicer to the Seller with respect to the Servicing Rights for the Primary Portfolio Mortgage Loans, including any Primary Portfolio Termination Payments.

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“ Protected REIT ” means any entity that (i) has elected to be taxed as a real estate investment trust pursuant to Section 856 et seq. of the Code, (ii) owns a direct or indirect equity interest in Purchaser, and (iii) is treated for purposes of Section 856 of the Code as owning all or a portion of the assets of the Purchaser or as receiving all or a portion of the Purchaser’s income.

“ Purchased MSR Excess Spread ” means, any and all Primary Portfolio Excess Spread or Secondary Portfolio Excess Spread.

“ Qualifying Income ” means gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.

“ Refinanced Mortgage Loan ” means a Portfolio Mortgage Loan that is refinanced during the term of this Agreement.

“ Refinancing Date ” means the date on which a Refinanced Mortgage Loan is prepaid by the related New Mortgage Loan.

“ REIT Requirements ” means the requirements imposed on real estate investment trusts pursuant to Sections 856 through and including 860 of the Code.

“ Replacement Mortgage Loans ” has the meaning set forth in Section 4.01(a) .

“ Replacement Portfolio ” has the meaning set forth in Section 4.01(a) .

“ Retained Servicing Fee ” means with respect to each Mortgage Loan included in the Portfolio, an amount equal to one-twelfth (1/12) of the Retained Spread Rate multiplied by the unpaid principal balance of such Mortgage Loan as of the first day of the Collection Period.

“ Retained Mortgage Loans ” has the meaning set forth in Section 4.01(a) .

“ Retained Spread Rate ” means (i) with respect to any Mortgage Loan with related Purchased MSR Excess Spread existing as of the date hereof, the Transaction Base Servicing Fee Rate set forth in the related Confirmation less the Base Servicing Fee Rate, and (ii) with respect to any Mortgage Loan with Purchased MSR Excess Spread related to any Transaction Portfolio acquired after the date hereof, the applicable rate set forth in the Confirmation.

“ Secondary Portfolio ” has the meaning set forth in Section 4.01(h) .

“ Secondary Portfolio Collections ” means, with respect to each Secondary Portfolio, the funds collected on the related Secondary Portfolio Mortgage Loans and allocated as the servicing compensation payable to the Seller as servicer of such Secondary Portfolio Mortgage Loans pursuant to the Servicing Contract and the Ginnie Mae Guide, other than Ancillary Income, the Guaranty Fee and, for the avoidance of doubt, other than reimbursements received by the Seller from a loan owner for advances and other out-of-pocket expenditures pursuant to the Servicing Contract and the Ginnie Mae Guide.

“ Secondary Portfolio Excess Spread ” means, with respect to each Secondary Portfolio related to each Primary Portfolio, the rights of the Seller, severable from any and all other rights under the Servicing Contract and the Ginnie Mae Guide, to the Transaction Excess Spread Percentage of the related Secondary Portfolio Total Spread on such Secondary Portfolio.

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“ Secondary Portfolio Mortgage Loan ” means, a Mortgage Loan that is included in a Secondary Portfolio.

“ Secondary Portfolio Retained Spread ” means, with respect to each Secondary Portfolio, the rights of the Seller to the Transaction Retained Spread Percentage of the Secondary Portfolio Total Spread on such Secondary Portfolio.

“ Secondary Portfolio Termination Payment ” means, with respect to each Secondary Portfolio, any payment the Ginnie Mae may elect to make in connection with the termination of the Servicer as the servicer of any Secondary Portfolio Mortgage Loan; provided , however , that, if such a payment is made with respect to a group of mortgage loans and fewer than all such mortgage loans are Secondary Portfolio Mortgage Loans, then the “Secondary Portfolio Termination Payment” shall mean the portion of such termination payment that is reasonably attributable to the Secondary Portfolio Mortgage Loans in such group based upon the methodology set forth in the Servicing Contract for the calculation of termination payments thereunder.

“ Secondary Portfolio Total Spread ” means, with respect to each Secondary Portfolio, for each Collection Period on or after the initial Assignment Date when Secondary Portfolio Mortgage Loans became part of such Secondary Portfolio, the sum of the following: (a) the Secondary Portfolio Collections received during such Collection Period net of the Base Servicing Fee; and (b) all other amounts payable by a loan owner or master servicer to the Seller with respect to the Servicing Rights for Secondary Portfolio Mortgage Loans, including any Secondary Portfolio Termination Payments, but for the avoidance of doubt, in each case, excluding all Ancillary Income, the Guaranty Fee and reimbursements for advances and other out-of-pocket expenditures received by the Seller from a loan owner or master servicer in accordance with the Servicing Contract and the Ginnie Mae Guide.

“ Servicing Contract ” means, with respect to each Mortgage Loan, Seller’s “contract” with Ginnie Mae (as defined in the Acknowledgment Agreement) and, without duplication, the Ginnie Mae Guide, as amended from time to time, and any waivers, consent letters, acknowledgments and other agreements under which such Mortgage Loan is serviced and administered.

“ Servicing Rights ” means with respect to the Mortgage Loans, the mortgage servicing rights, including any and all of the following: (a) any and all rights to service the Mortgage Loans; (b) any payments to or monies received by the servicer for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of the servicer thereunder; (e) escrow or other similar payments with respect to the Mortgage Loans and any amounts actually collected by the Seller as servicer with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; and (g) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans.

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“ Shortfall Amount ” means, for any calendar month, an amount equal to the sum of the following:

(a) for each Mortgage Loan that became a Refinanced Mortgage Loan during such calendar month, the product of (x) the applicable Transaction Excess Spread Percentage for such Refinanced Mortgage Loan, (y) 100% minus the Allowed Retention Percentage, and (z) the excess, if any, of (i) 90% of the product of the Excess Spread Rate of such Refinanced Mortgage Loan and the unpaid principal balance of such Refinanced Mortgage Loan as of its Refinancing Date, over (ii) the product of the Excess Spread Rate of the related New Mortgage Loan and the original principal balance of such New Mortgage Loan; plus

(b) for each Modified Loan that became a Refinanced Mortgage Loan during such calendar month, the product of (x) the applicable Transaction Excess Spread Percentage for such Refinanced Mortgage Loan, and (y) the excess, if any, of (i) 90% of the product of the Excess Spread Rate of such Refinanced Mortgage Loan and the unpaid principal balance of such Refinanced Mortgage Loan as of its Refinancing Date, over (ii) the product of the Excess Spread Rate of the related New Mortgage Loan and the original principal balance of such New Mortgage Loan.

“ Transaction ” means the collective transactions scheduled to be consummated or that are consummated (as the context may require) with respect to the Primary Portfolio and the related Secondary Portfolio on a Transaction Settlement Date or Assignment Date, as applicable.

“ Transaction Asset Purchase Agreement ” means, with respect to each Transaction, the agreement pursuant to which the Seller is required to purchase or otherwise acquire the Servicing Rights relating to the related Portfolio Mortgage Loans, as in effect from time to time.

“ Transaction Excess Spread Percentage ” means, (i) with respect to any Purchased MSR Excess Spread existing as of the date hereof, the percentage denominated as such and set forth in the related Confirmation, and (ii) with respect to any Purchased MSR Excess Spread related to any Transaction Portfolio acquired after the date hereof, 100% minus the Transaction Retained Spread Percentage.

“ Transaction Portfolio ” means, with respect to each Transaction, the residential mortgage loans identified and listed on the schedule to the related Confirmation and any Assignment related to such Transaction.

“ Transaction Purchase Price ” means, with respect to each Transaction, the product of (i) the aggregate outstanding principal balance of the Primary Mortgage Loans in the related Transaction Portfolio as of the Cut-off Date, (ii) the Transaction Purchase Price Percentage and (iii) the Transaction Excess Spread Percentage.

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“ Transaction Purchase Price Percentage ” means, with respect to each Transaction Portfolio, the percentage denominated as such and set forth in the related Confirmation.

“ Transaction Remittance Date ” means with respect to each Transaction Portfolio, the 10th day of each calendar month, or if such day is not a Business Day, the prior Business Day, beginning in the month following the Transaction Settlement Date.

“ Transaction Retained Spread Percentage ” means, with respect to each Primary Portfolio and its related Secondary Portfolio, (A) the Retained Spread Rate divided by (B) Gross Servicing Fee Rate minus the Base Servicing Fee Rate.

“ Transaction Settlement Date ” means, with respect to each Transaction Portfolio, the date denominated as such and set forth in the related Confirmation.

“ Transaction Threshold Percentage ” means, with respect to each Transaction Portfolio, the percentage denominated as such and set forth in the related Participation Certificate.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect on the date hereof in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.

Section 1.02 General Interpretive Principles . For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

(c) References herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(d) A reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(e) The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

(f) The term “include” or “including” shall mean without limitation by reason of enumeration.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Section 2.01 Representations, Warranties and Agreements of the Seller . The Seller hereby makes to the Purchaser, as of the date hereof and as of each Transaction Settlement Date and each Assignment Date, the representations and warranties set forth on Exhibit D .

Section 2.02 Representations, Warranties and Agreements of the Purchaser . The Purchaser hereby makes to the Seller, as of the date hereof and as of each Transaction Settlement Date and each Assignment Date, the representations and warranties set forth on Exhibit E .

ARTICLE 3

PURCHASES; PARTICIPATION INTERESTS

Section 3.01 Purchases .

(a) Transaction Agreement . The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Transaction Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

(b) Closing Conditions . The duties of the Seller and the Purchaser to consummate each Transaction shall be subject to the satisfaction of various conditions as set forth below:

(i) The duty of each party to consummate such Transaction shall be subject to the satisfaction of the following conditions:

(A) the Seller shall have acquired the Servicing Rights with respect to the related Transaction Portfolio;

(B) the representations and warranties made by the other party in this Agreement and each other Transaction document to which such party is a party to be made on or prior to the Transaction Settlement Date shall be true and correct in all material respects; and

(C) the other party shall have performed or caused the performance of each covenant or obligation required to be performed by such party on or before the Transaction Settlement Date (including the delivery of documents required to be delivered by such other party under Section 3.01 (c) );

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(ii) The duty of the Seller to consummate such Transaction shall be further subject to the satisfaction of the additional condition that no change in the Purchaser’s financial conditions shall have occurred following the Confirmation Date which would be reasonably likely to materially and adversely affect the Purchaser’s ability to consummate the Transaction on the Transaction Settlement Date;

(iii) The duty of the Purchaser to consummate such Transaction shall be further subject to the satisfaction of the following additional conditions:

(A) no change in the Seller’s financial or operating condition, the Seller’s good standing with and authority from Ginnie Mae and (if applicable) master servicers, the Servicing Rights, the Primary Portfolio Mortgage Loans included in the related Transaction Portfolio or the escrow accounts related to the Transaction Portfolio shall have occurred following the Confirmation Date that, individually or in the aggregate, would be reasonably likely to materially and adversely affect one or more of (x) the Seller’s ability to consummate such Transaction on the Transaction Settlement Date, or (y) the practical or other ability of an owner of the Servicing Rights to realize the benefits thereof;

(B) the Seller shall have obtained or caused to have been obtained all consents, approvals or other requirements of third parties required for the consummation of the transactions contemplated by this Agreement, including (if applicable) all requisite approvals from Ginnie Mae;

(C) the Seller shall have been appointed as the servicer for the Transaction Portfolio; and

(D) the information set forth in the data tape delivered to Purchaser on the Transaction Settlement Date is true and correct in all material respects as of the date specified.

(c) Closing Documents . The closing documents for each Transaction shall consist of the documents set forth below, which the Seller shall deliver or cause to be delivered to Purchaser on or before the Transaction Settlement Date:

(i) an Assignment executed by the Seller in which the Seller assigns to the Purchaser all of the Seller’s right, title and interest in, to and under the Purchased MSR Excess Spread;

(ii) a copy of the executed Transaction Asset Purchase Agreement;

(iii) a copy of the executed instrument evidencing the Seller’s acquisition of the Servicing Rights with respect to the Transaction Portfolio;

(iv) a copy of the executed Acknowledgment Agreement with Ginnie Mae, if applicable, in form and substance satisfactory to the Seller and Purchaser;

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(v) all consents, approvals or other requirements of third parties required for the consummation of the transactions contemplated by this Agreement, including (if applicable) the approval of Ginnie Mae; and

(vi) such officers’ certificates, opinions of counsel, instruments and documents as the Purchaser may reasonably request.

(d) Closing . On the Transaction Settlement Date for each Transaction, the Purchaser shall pay the Transaction Purchase Price to the Seller, the Seller shall convey the related Primary Portfolio Excess Spread on the Transaction Portfolio to the Purchaser and the Seller shall commence servicing the Portfolio Mortgage Loans in the related Transaction Portfolio in accordance with the Servicing Contract and the Ginnie Mae Guide if such servicing has not already commenced. The Transaction Purchase Price shall be paid by wire transfer of immediately available funds.

(e) Additional Representations and Warranties . Upon the consummation of the transactions scheduled to occur on the Transaction Settlement Date for each Transaction Portfolio:

(i) the Seller hereby represents and warrants to the Purchaser as of the applicable Transaction Settlement Date (and such representations and warranties shall survive the Transaction Settlement Date) that:

(A) with respect to each Primary Portfolio Mortgage Loan included in the related Transaction Portfolio, the Seller has been duly and validly appointed as the servicer thereof under the Servicing Contract or Ginnie Mae Guide and, for the purposes of such capacity, the Servicing Contract and the Ginnie Mae Guide is in full force and effect;

(B) the Seller is not in material breach of or in default of its duties under the Servicing Contract or Ginnie Mae Guide;

(C) no event has occurred that, with or without notice or the passage of time, would entitle any Person to terminate the Seller as servicer of any Primary Portfolio Mortgage Loan included in the related Transaction Portfolio under the Servicing Contract or Ginnie Mae Guide, and the Seller has no notice or knowledge of the intention of any Person to terminate or cause the termination of the Seller’s rights and duties as servicer under the Servicing Contract or Ginnie Mae Guide;

(D) the information set forth in the data tape delivered to Purchaser on the Transaction Settlement Date is true and correct in all material respects as of the date specified;

(E) the Seller is the sole owner of the Servicing Rights related to each Mortgage Loan in such Primary Portfolio (subject to the terms of the Servicing Contract or Ginnie Mae Guide), free and clear of any Lien, claim, encumbrance or ownership interest in favor or any Person other than the interests of the Purchaser contemplated hereby; and

(F) the Seller has serviced the applicable Mortgage Loans in accordance with the terms of the Servicing Contract and Accepted Servicing Practices.

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(ii) the Purchaser hereby represents and warrants to the Seller as of the applicable Transaction Settlement Date (and such representations and warranties shall survive the Transaction Settlement Date) that the Purchaser is a sophisticated investor and its decision to enter into such Transaction is based upon the Purchaser’s independent experience, knowledge and due diligence and evaluation of such Transaction without reliance on any oral or written information provided by Seller other than the representations and warranties made by Seller pursuant to the terms hereof.

Section 3.02 Intent of Parties .

(a) The Seller and the Purchaser intend that each Transaction constitute a valid sale of the Primary Portfolio Excess Spread and all proceeds thereof with respect to the related Primary Portfolio by the Seller to the Purchaser. If the conveyance of the Primary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Primary Portfolio Excess Spread and all rights under this Agreement with respect to any Primary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Primary Portfolio Excess Spread; (iv) all rights to reimbursement of Primary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the Ginnie Mae Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Primary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the Transaction Purchase Price.

(b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account.

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(c) In connection with each Transaction, the Seller and the Purchaser further agree and acknowledge with respect the related Primary Portfolio Mortgage Loans as follows:

(i) the Seller is entitled to the Base Servicing Fee, and Retained Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the Primary Portfolio Excess Spread only so long as the Seller maintains its status as an approved Ginnie Mae issuer and servicer;

(ii) upon the Seller’s loss of its status as an approved Ginnie Mae issuer and servicer, the Purchaser’s rights to any Primary Portfolio Excess Spread also terminate;

(iii) the pledge of the Seller’s rights to the Primary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the Ginnie Mae Guide; and

(iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Primary Portfolio Excess Spread, the pledged collateral will include such Primary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Section 3.03 Participation Interests .

(a) On the initial Creation Date, Seller will issue in the name of the Purchaser, the related Participation Certificate. Notwithstanding the creation of separate Primary Portfolios and Secondary Portfolios for each Transaction, the Participation Certificate shall evidence a 100% beneficial ownership interest in the Primary Portfolio Excess Spread for each Primary Portfolio and the Secondary Excess Spread for each Secondary Portfolio. Thereafter, Purchaser shall be deemed the owner of the Participation Interest described therein. There shall only be one Participation Certificate issued hereunder unless otherwise consented to in writing by the holder of the Participation Certificate.

(b) Administration of the Purchased MSR Excess Spread shall be governed by the terms of this Agreement and the Servicing Contract, and the servicing and administration of the underlying mortgage loans and/or real estate owned properties that support the Purchased MSR Excess Spread shall be subject in all respects to the provisions of this Agreement and the Servicing Contract. Seller shall retain record legal title to any payments, distributions and other collections on the Purchased MSR Excess Spread, in its capacity as the nominal owner of the Servicing Rights, but subject to the Participation Interests, and Purchaser shall only be deemed to be in privity with Seller and in no event whatsoever shall Purchaser be construed to be in privity with any underlying investor or owner of the Mortgage Loans.

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ARTICLE 4

RECAPTURE

Section 4.01 Recapture .

(a) With respect to each Primary Portfolio, if, during any calendar month, the Seller or its Affiliates originate new residential mortgage loans the proceeds of which are used to refinance a Mortgage Loan in such Primary Portfolio (such a new mortgage loan, a “ New Mortgage Loan ”), the Seller shall transfer and convey to the Purchaser on the related Assignment Date the Secondary Portfolio Excess Spread and all proceeds thereof with respect to one or more of such New Mortgage Loans (subject to Section 4.01(b) ) that together have an aggregate unpaid principal balance that is not less than the sum of the following amounts:

(i) the product of (i) the aggregate amount of Payoffs (whether or not resulting from refinancings) received during such calendar month on all loans that were Primary Portfolio Mortgage Loans included in the related Transaction Portfolio at the beginning of the month and (ii) the Transaction Threshold Percentage;

(ii) the product of (i) the dollar amount of New Mortgage Loans that were originated during the calendar month, net of the amount described in clause (i) above, and (ii) 100% minus the Allowed Retention Percentage; and

(iii) either:

(A) a positive amount (and in no event less than zero) equal to the excess, if any, of (i) the cumulative unpaid principal balance of loans for which transfers were actually made under this Article 4 in all such prior months, over (ii) the cumulative unpaid principal balance of loans for which transfers were required to be made under this Article 4 in all prior months (whether or not they were actually made); or

(B) a negative amount (and in no event more than zero) equal to the excess of (i) the cumulative unpaid principal balance of loans for which transfers were required to be made under this Article 4 in all prior months (whether or not they were actually made), over (ii) the cumulative unpaid principal balance of loans for which transfers were actually made under this Article 4 in all such prior months.

For purposes of this subsection, the “ Allowed Retention Percentage ” means, with respect to each Transaction Portfolio and any month, the percentage set forth opposite the Excess Refinancing Percentage on the related Confirmation; and the “ Excess Refinancing Percentage ” means, with respect to each Primary Portfolio and any month, the excess, if any, of (a) a fraction, expressed as a percentage, the numerator of which is equal to the aggregate principal balance of New Mortgage Loans that were originated during such month, and the denominator of which is the aggregate amount of Payoffs (whether or not resulting from refinancings) received during such calendar month on all loans that were Primary Portfolio Mortgage Loans included in the related Transaction Portfolio at the beginning of the month, over (b) the Transaction Threshold Percentage.

The New Mortgage Loans and Alternative Mortgage Loans where the Servicing Rights are so transferred and conveyed shall constitute “ Replacement Mortgage Loans ”; the entire group of such Replacement Mortgage Loans shall constitute the “ Replacement Portfolio ”;

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the New Mortgage Loans where the related Servicing Rights are not so transferred and conveyed shall constitute “ Retained Mortgage Loans ”; and the entire group of such Retained Mortgage Loans shall constitute the “ Retained Portfolio ”. For purposes of these definitions, if any Alternative Mortgage Loan is included in the Replacement Portfolio in lieu of a New Mortgage Loan, then such New Mortgage Loan shall be neither part of the Replacement Portfolio nor part of the Retained Portfolio (including for the purposes of the provisions set forth in Section 4.01(c) ).

Notwithstanding anything in this Section 4.01(a) to the contrary, in lieu of transferring and conveying to the Purchaser on the related Assignment Date the related Secondary Portfolio Excess Spread as described herein, the Seller may, at its option, but only to the extent that the fair market value of the aggregate Secondary Portfolio Excess Spread to be transferred is less than $200,000, and shall, if the related Secondary Portfolio Excess Spread otherwise required to be transferred is prohibited by Ginnie Mae, wire to the Purchaser cash in an amount equal to the fair market value of the related Secondary Portfolio Excess Spread.

(b) Each New Mortgage Loan included in the Replacement Portfolio shall satisfy the following criteria: (1) such New Mortgage Loan shall be the subject of the Servicing Contract; and (2) all consents, if any, required by Ginnie Mae to assign all or a portion of the Servicing Rights with respect to such New Mortgage Loan shall have been obtained. Notwithstanding the preceding sentence, if insufficient New Mortgage Loans are available that would allow satisfaction of the criteria set forth in the preceding sentence, then the Seller shall use its best efforts to include in the Replacement Portfolio another mortgage loan (an “ Alternative Mortgage Loan ”), in lieu of each New Mortgage Loan that, but for such conditions in the preceding sentence, would have been included in the Replacement Portfolio, and that satisfies the following criteria:

(i) The servicing fee rate for the Alternative Mortgage Loan is substantially similar to the servicing fee rate of the New Mortgage Loan;

(ii) The interest accrual rate per annum on the Alternative Mortgage Loan is substantially equal to the interest accrual rate per annum on the New Mortgage Loan;

(iii) The final maturity date of the Alternative Mortgage Loan is within six months of the final maturity date of the New Mortgage Loan;

(iv) The principal balance of the Alternative Mortgage Loan is substantially equal to the principal balance of the Refinanced Mortgage Loan;

(v) The remaining credit characteristics of the Alternative Mortgage Loan (other than as specified in clauses (i), (ii), (iii) and (iv) above) are substantially the same as the credit characteristics of the New Mortgage Loan;

(vi) The Alternative Mortgage Loan is current as of the applicable Assignment Date; and

(vii) The Alternative Mortgage Loan is not subject to any foreclosure or similar proceeding as of the applicable Assignment Date; is not in process of any modification, workout or other loss mitigation process; and is not involved in litigation.

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(c) The Replacement Portfolio, on the one hand, and the Retained Portfolio, on the other, shall have the following characteristics:

(i) The weighted average servicing fee rate for the Mortgage Loans in the Retained Portfolio shall be substantially equal to the weighted average servicing fee rate for the Mortgage Loans in the Replacement Portfolio;

(ii) The weighted average gross mortgage interest rate per annum of the New Mortgage Loans in the Retained Portfolio is substantially equal to the weighted average gross mortgage interest rate per annum of the Mortgage Loans in the Replacement Portfolio;

(iii) The weighted average final maturity date of the Mortgage Loans in the Retained Portfolio shall be within six months of the weighted average final maturity date of the Mortgage Loans in the Replacement Portfolio; and

(iv) The remaining credit characteristics of the pool of Mortgage Loans in the Retained Portfolio (other than the characteristics specified in clauses (i) and (ii) above) shall be substantially the same as the credit characteristics of the pool of Mortgage Loans in the Replacement Portfolio.

(d) Not later than the Mortgage Loan Identification Date related to each month in which the Seller or an Affiliate thereof has originated New Mortgage Loans with respect to a Primary Portfolio, the Seller shall (i) notify the Purchaser of the identity of each such New Mortgage Loan and the Primary Portfolio Mortgage Loan included in the related Transaction Portfolio that was refinanced using proceeds of such New Mortgage Loan and (ii) provide a schedule setting forth the New Mortgage Loans (or Alternative Mortgage Loans) proposed to compose the Replacement Portfolio, the New Mortgage Loans proposed to compose the Retained Portfolio and the Seller’s calculations of the weighted average gross mortgage interest rate and weighted average final maturity date of each of the proposed Replacement Portfolio and the proposed Retained Portfolio. The Seller and the Purchaser shall cooperate in good faith to resolve any objections made by the Purchaser to the proposed compositions of the Replacement Portfolio and Retained Portfolio.

(e) Not later than the Mortgage Loan Identification Date related to each month in which a Modified Loan was re-securitized, the Seller shall identify all such Modified Loans, each of which, for the avoidance of doubt, shall not be deemed to be a New Mortgage Loan but rather shall either (i) continue to remain in its Primary Portfolio or Secondary Portfolio, as applicable, or (ii) be returned to its Primary Portfolio or Secondary Portfolio, as applicable, pursuant to an Assignment on the next Assignment Date following the redelivery of the modified Mortgage Loan into a new mortgage backed security guaranteed by Ginnie Mae. Notwithstanding the foregoing, the Seller and the Purchaser may mutually agree that, in lieu of including any Modified Loan(s) in the Primary Portfolio or Secondary Portfolio, as applicable,

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the Seller may designate Additional Mortgage Loans or pay the Purchaser in cash, in either case in an amount equal to the fair market value of the Primary Portfolio Excess Spread or Secondary Portfolio Excess Spread relating to such Modified Loan(s).

(f) The Seller shall be required to designate Additional Mortgage Loans as follows:

(i) On or before the Mortgage Loan Identification Date, the Seller shall calculate the Shortfall Amount, if any, with respect to such calendar month and shall furnish the same to the Purchaser along with commercially reasonable documentation supporting such calculation. The Purchaser shall have five (5) days to notify the Seller that the Purchaser accepts or objects to such calculation. If the Purchaser objects to such calculation, it shall furnish the Seller with commercially reasonable supporting documentation of its objection, and the parties shall cooperate in good faith to resolve the objection. If the parties cannot resolve the disagreement, they shall proceed in accordance with subsection (iii) below. If the Purchaser accepts the calculation, or the disagreement is otherwise resolved as provided in this Section 4.01(f) , Seller shall designate Additional Mortgage Loans as provided in Section 4.01(h) below as necessary to eliminate the Shortfall Amount (calculated as though such Additional Mortgage Loans were New Mortgage Loans).

(ii) In lieu of designating Additional Mortgage Loans to eliminate some or all of the Shortfall Amount, the Seller may pay the Purchaser, on the Assignment Date, an amount in cash equal to the fair market value of the Secondary Portfolio Excess Spread relating to such Additional Mortgage Loans that would otherwise be required to eliminate the Shortfall Amount.

(iii) If the parties cannot resolve a disagreement under this Section 4.01(f) , they shall select an Approved Valuation Firm to calculate the amount in dispute, and the decision of such Approved Valuation Firm shall be final and binding on the parties. Each party agrees to cooperate in good faith with the requests for information by such Approved Valuation Firm, and each party shall pay 50% of the fees and expenses of such firm. Within two (2) Business Days after the decision of the Approved Valuation Firm, the Seller shall designate Additional Mortgage Loans or pay the cash fair market value, as applicable, in order to eliminate the Shortfall Amount.

(g) As of the applicable Assignment Date, unless otherwise agreed upon by the Seller and the Purchaser, the Additional Mortgage Loans shall satisfy the following criteria:

(i) Reserved;

(ii) The weighted average of the mortgage rates on the Additional Mortgage Loans is substantially equal to the weighted average of the mortgage rates on the New Mortgage Loans originated during the applicable calendar month;

(iii) The weighted average remaining term to maturity of the Additional Mortgage Loans is within six months of the weighted average remaining term to maturity of the New Mortgage Loans originated during the applicable calendar month;

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(iv) The weighted average seasoning of the Additional Mortgage Loans is less than or equal to that of the New Mortgage Loans originated during the applicable calendar month;

(v) The average unpaid principal balance of the Additional Mortgage Loans is substantially similar to the average unpaid principal balance of the New Mortgage Loans that were originated during the applicable calendar month;

(vi) The remaining material credit characteristics of the Additional Mortgage Loan (other than as specified in clauses (i)-(v) above) are substantially similar to the credit characteristics of the New Mortgage Loans originated during the applicable calendar month;

(vii) Each Additional Mortgage Loan is current as of the applicable Assignment Date; and

(viii) Each Additional Mortgage Loan is not subject to any foreclosure or similar proceeding, is not in, and has not gone through, the process of modification, workout or any other loss mitigation process and is not involved in litigation.

(h) On the Assignment Date related to each month in which the Seller has originated New Mortgage Loans, the Seller shall transfer and convey to the Purchaser the Secondary Portfolio Excess Spread with respect to the Replacement Portfolio and any Additional Mortgage Loans which shall become subject to the Participation Certificate. Such transfer and conveyance shall be effected by an instrument of assignment substantially in the form attached hereto as Exhibit C . The Seller shall be entitled to retain the related Secondary Portfolio Retained Excess Spread.

The New Mortgage Loans, Alternative Mortgage Loans or Additional Mortgage Loans for which the Seller transfers and conveys to the Purchaser the related Secondary Portfolio Excess Spread on each Assignment Date and the New Mortgage Loans, Alternative Mortgage Loans or Additional Mortgage Loans for which the Seller transferred and conveyed to the Purchaser the related Secondary Portfolio Excess Spread on all prior Assignment Dates shall together constitute the “ Secondary Portfolio ”.

(i) If insufficient New Mortgage Loans and Alternative Mortgage Loans are available in circumstances that require a transfer by the Seller under the foregoing subsections, or if counsel or independent accountants for the Purchaser or any of its Affiliates determines that there exists a material risk that such transfer would result in a violation of the REIT Requirements by such Person, then the Seller shall consult with the Purchaser and the parties shall negotiate in good faith for the transfer of one or more investments in transactions that would not, in the judgment of counsel or independent accountants for the Seller or the Purchaser or any of their respective Affiliates, present such a risk and that would result in net economic benefits to the Purchaser that are no less favorable than the economic benefit to the Purchaser that would have resulted from a transfer under foregoing subsections.

Section 4.02 Intent of Parties . (a) The parties intend that each transfer made by the Seller under Section 4.01 constitute a valid absolute transfer or sale of the related Secondary

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Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the Ginnie Mae Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread.

(b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account.

(c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows:

(i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved Ginnie Mae issuer and servicer;

(ii) upon the Seller’s loss of its status as an approved Ginnie Mae issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate;

(iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the Ginnie Mae Guide; and

(iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

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Section 4.03 Additional Representations and Warranties . On the Assignment Date with respect to each Replacement Portfolio, the provisions set forth in Section 3.01(b) and Section 3.01(c) shall apply, as applicable, to each Replacement Mortgage Loan and the Replacement Portfolio, and Seller shall be deemed to have represented and warranted to the Purchaser with respect to each Replacement Mortgage Loan and the Replacement Portfolio, as applicable, the matters set forth in Section 3.01(e) .

ARTICLE 5

PRIMARY PORTFOLIO COLLECTIONS, SECONDARY PORTFOLIO

COLLECTIONS AND REMITTANCES

Section 5.01 Portfolio Spread Custodial Account . With respect to each Primary Portfolio and each Secondary Portfolio, the Seller shall establish the Portfolio Spread Custodial Account, which shall be an Eligible Account, not later than the Transaction Settlement Date. The Seller shall deliver to the Purchaser reasonable evidence of the establishment of such account upon request. The Seller shall not pledge, obtain financing for or otherwise permit any Lien of any creditor of the Seller to exist on, any portion of the Primary Portfolio Collections, the Secondary Portfolio Collections or the Seller’s interest in the Portfolio Spread Custodial Account other than, so long as the PC Repurchase Agreement is in effect, pursuant to transactions relating to the PC Repurchase Agreement and the PMH Subordination Agreement.

Section 5.02 Deposits . With respect to each Primary Portfolio and each Secondary Portfolio, the Seller shall deposit into the Dedicated Account from time to time any and all Primary Portfolio Collections and Secondary Portfolio Collections received on or after the Transaction Settlement Date, in each case within two (2) Business Days following receipt thereof.

Section 5.03 Withdrawals and Remittances .

(a) On each Transaction Remittance Date (so long as an Event of Default has not occurred), the Seller shall withdraw from the Portfolio Spread Custodial Account the cash on deposit therein with respect to the Primary Portfolio Collections and pay such cash in the following amounts and order of priority, in each case subject to funds remaining available after giving effect to each payment having a higher priority:

(i) first , any accrued and unpaid Base Servicing Fee in respect of the Primary Portfolio Mortgage Loans to the Seller;

(ii) second , from amounts in the Portfolio Spread Custodial Account attributable to Primary Portfolio Termination Payments, pro rata , (A) the Transaction Excess Spread Percentage of such Primary Portfolio Termination Payments to the holder of the Participation Certificate, and (B) the Transaction Retained Excess Spread Percentage of such Primary Portfolio Termination Payments to the Seller;

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(iii) third, pro rata , (A) to the holder of the Participation Certificate, any Primary Portfolio Excess Spread for the prior Collection Period (other than the portion thereof consisting of Primary Portfolio Termination Payments paid pursuant to clause (i) above); and (B) to the Seller, any Primary Portfolio Retained Spread for the prior Collection Period (other than the portion thereof consisting of Primary Portfolio Termination Payments paid pursuant to clause (i) above); provided , however , that prior to the distribution to the Seller of any Primary Portfolio Retained Spread pursuant to clause (B) , the Primary Portfolio Retained Spread shall be applied to the payment of any indemnity payments then due and payable by the Seller to the Purchaser or its related indemnified persons under Section 8.03 ; and

(iv) fourth, to the Seller, any other amounts remaining on deposit in the Portfolio Spread Custodial Account with respect to the Primary Portfolio Collections.

(b) On each Transaction Remittance Date (so long as an Event of Default has not occurred), the Seller shall withdraw from the Portfolio Spread Custodial Account the cash on deposit therein with respect to the Secondary Portfolio Collections and pay such cash in the following amounts and order of priority, in each case subject to funds remaining available after giving effect to each payment having a higher priority:

(i) first, any accrued and unpaid Base Servicing Fee in respect of the Secondary Portfolio Mortgage Loans to the Seller;

(ii) second, from amounts in the Portfolio Spread Custodial Account attributable to Secondary Portfolio Termination Payments, pro rata , (A) the Transaction Excess Spread Percentage of such Secondary Portfolio Termination Payments to the holder of the Participation Certificate, and (B) the Transaction Retained Excess Spread Percentage of such Secondary Portfolio Termination Payments to the Seller;

(iii) third, pro rata , (A) to the holder of the Participation Certificate, any Secondary Portfolio Excess Spread for the prior Collection Period (other than the portion thereof consisting of Secondary Portfolio Termination Payments paid pursuant clause (i) above); and (B) to the Seller, any Secondary Portfolio Retained Spread for the prior Collection Period (other than the portion thereof consisting of Secondary Portfolio Termination Payments paid pursuant to clause (i) above); provided , however , that prior to the distribution to the Seller of any Primary Portfolio Retained Spread pursuant to clause (B) , the Primary Portfolio Retained Spread shall be applied to the payment of any indemnity payments then due and payable by the Seller to the Purchaser or its related indemnified persons under Section 8.03 ;

(iv) fourth, to the Seller, any other amounts remaining on deposit in the Portfolio Spread Custodial Account.

(c) After the termination of the PMH Repurchase Agreement and payment of all related obligations under the PC Repurchase Agreement, all payments to the holder of the Participation Certificate shall be deposited into the PMH Custodial Account and made by wire transfer of immediately available funds to an account designated by the holder of the Participation Certificate.

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ARTICLE 6

[RESERVED.]

ARTICLE 7

SERVICING AND OTHER MATTERS

Section 7.01 Seller’s Duties with Respect to Servicing .

(a) Effective on the Transaction Settlement Date for each Transaction Portfolio, the Seller agrees for the benefit of the Purchaser to service the related Transaction Portfolio Mortgage Loans at all times in all material respects with the Servicing Contract. In connection with the Portfolio Mortgage Loans related to each Transaction, the Seller shall not, without the express written consent of Purchaser (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of the Servicing Contract or its rights and duties thereunder.

(b) Under no circumstances shall the Purchaser be responsible for the servicing acts and omissions of the Seller or any other servicer or any originator of the Mortgage Loans, or for any servicing related obligations or liabilities of any servicer under the Servicing Contract or the Ginnie Mae Guide or any Person under the Mortgage Loan Documents, or for any other obligations or liabilities of the Seller.

(c) Upon the termination of the Seller as servicer under the Servicing Contract or Ginnie Mae Guide, the Seller shall remain liable to the Purchaser and Ginnie Mae for all liabilities and obligations incurred by the Seller while the Seller was acting as the servicer thereunder.

Section 7.02 Base Servicing Fees . The Seller agrees that, notwithstanding the provisions of the Servicing Contract and Ginnie Mae Guide, as between the parties hereto, the Seller shall be entitled to servicing fees on the Primary Portfolio and any Secondary Portfolio only to the extent of the applicable Base Servicing Fee and only to the extent that funds available for the payment of such Base Servicing Fee are available in the Portfolio Spread Custodial Account. Under no circumstances shall the Purchaser be liable to the Seller for the payment of any Base Servicing Fee. The portion of the Base Servicing Fee relating to a Secondary Portfolio Mortgage Loan shall begin to accrue as of the commencement of the Collection Period in which the related Assignment Date occurs but in no event shall such portion accrue on any day on which the portion of the Base Servicing Fee relating to the Primary Portfolio Mortgage Loan in respect of which such Secondary Portfolio Mortgage Loan became a Secondary Portfolio Mortgage Loan also accrue.

Section 7.03 Reporting . In connection with each Transaction, the Seller shall deliver to the Purchaser monthly reports, and afford the Purchaser access to information, at such times and in such form and substance as are set forth in the related Confirmation or as may reasonably be agreed between the Seller and the Purchaser.

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Section 7.04 Certain Awards . If an award of damages is received by the Seller or the Purchaser as a result of a judgment, settlement or arbitration (including payment pursuant to a guaranty of an obligor) pursuant to a breach by the seller under the Transaction Asset Purchase Agreement for any Transaction, then (i) if such breach had an adverse effect on the value of the Primary Portfolio Total Spread or the Secondary Portfolio Total Spread, then the portion of such award attributable to the Primary Portfolio Retained Excess Spread or the Secondary Portfolio Retained Excess Spread, as applicable, shall be distributed to the Purchaser or its designee promptly and the remainder of such award shall be retained by the Seller and (ii) if such breach did not have an adverse effect on the value of the Primary Portfolio Total Spread or the Secondary Portfolio Total Spread, the Seller shall be entitled to the entirety of such award.

ARTICLE 8

LIABILITIES OF THE SELLER; INDEMNIFICATION

Section 8.01 Liability of the Seller . The Seller shall be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Seller herein.

Section 8.02 Merger or Consolidation of the Seller .

(a) The Seller shall keep in full effect its existence, rights and franchises as an entity and maintain its qualification to service mortgage loans for HUD and comply with the laws of each State in which any Mortgaged Property is located to the extent necessary to protect the validity and enforceability of this Agreement, and to perform its duties under this Agreement. The Seller shall keep in full effect its existence, rights and franchises as an entity.

(b) Any Person into which the Seller may be merged, converted, or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided , however , that such successor shall have expressly assumed the duties of the Seller hereunder.

Section 8.03 Indemnification by Seller . The Seller shall indemnify the Purchaser and its directors, officers, employees and agents (the “Indemnified Parties”) and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (A) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, the Servicing Contract or the Ginnie Mae Guide, (B) the Seller’s reckless disregard of its obligations or duties under this Agreement, the Servicing Contract or the Ginnie Mae Guide, (C) the Seller’s breach of its representations, warranties or covenants under this Agreement, the Servicing Contract or the

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Ginnie Mae Guide, (D) Seller’s breach of a representation, warranty or covenant under, or Seller’s failure to comply with any obligation under, any agreement or obligation secured by a Purchaser’s right, title or interest in the Purchased MSR Excess Spread or any other rights or interests of the Purchaser under this Agreement, or (E) the Transactions being characterized by a court or governmental authority as anything other than an absolute transfer or sale. The Seller hereby grants the Purchaser a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Purchased MSR Excess Spread and all rights under this Agreement with respect to any Purchased MSR Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Purchased MSR Excess Spread; (iv) all rights to reimbursement of Purchased MSR Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the Ginnie Mae Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Purchased MSR Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for the obligations of the Seller under this Section 8.03 .

Section 8.04 Indemnification by Purchaser . The Purchaser shall indemnify the Seller and its directors, officers, employees and agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain by reason of (A) the Purchaser’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (B) the Purchaser’s reckless disregard of its obligations or duties under this Agreement, (C) the Purchaser’s breach of its representations, warranties or covenants under this Agreement, or (D) the Transactions being characterized by a court or governmental authority as a sale of any portion of the Servicing Rights greater than Purchased MSR Excess Spread.

ARTICLE 9

MISCELLANEOUS

Section 9.01 Notices . All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or mailing thereof, as the case may be, sent by registered or certified mail, return receipt requested:

PennyMac Loan Services, LLC

Attn: Director, Servicing Operations

3043 Townsgate Road

Westlake Village, CA 91361

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With a copy to:

PennyMac Loan Services, LLC

Attn: General Counsel

3043 Townsgate Road

Westlake Village, CA 91361

PennyMac Holdings, LLC

Attn: Treasurer

3043 Townsgate Road

Westlake Village, CA 91361

With a copy to:

PennyMac Holdings, LLC

Attn: General Counsel

3043 Townsgate Road

Westlake Village, CA 91361

or such other address as may hereafter be furnished to the other parties by like notice.

Section 9.02 Amendment . Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

Section 9.03 Entire Agreement . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Section 9.04 Binding Effect; Beneficiaries . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. No provision of this Agreement is intended or shall be construed to give to any Person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Section 9.05 Headings . The section and subsection headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

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Section 9.06 Further Assurances . The Seller agrees to execute and deliver such instruments and take such further actions as the Purchaser may, from time to time, reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.

Section 9.07 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties hereto intend that the provisions of Section 5-1401 of the New York General Obligations Law shall apply to this Agreement.

Section 9.08 Relationship of Parties . Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties. Without limiting the generality of the preceding statement, the servicing duties and responsibilities of the Seller shall be rendered by it as an independent contractor and not as an agent of the Purchaser. The Seller shall have full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement.

Section 9.09 Severability of Provisions . If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 9.10 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 9.11 Exhibits . The exhibits to this Agreement are hereby incorporated and made a part hereof and form integral parts of this Agreement.

Section 9.12 Counterparts . This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 9.13 WAIVER OF TRIAL BY JURY .

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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Section 9.14 LIMITATION OF DAMAGES .

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE APPLICABLE WITH RESPECT TO ANY THIRD PARTY CLAIM MADE AGAINST A PARTY.

Section 9.15 SUBMISSION TO JURISDICTION; WAIVERS .

EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS, FOR ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Section 9.16 Independent Analysis of Purchaser . Purchaser acknowledges that it has, independently and without reliance upon Seller and based on such documents and information as Purchaser has deemed appropriate, made the Purchaser’s own credit analysis and decision to purchase the applicable Participation Interest. Purchaser hereby acknowledges that (except as set forth hereinabove) Seller has made no representations or warranties with respect to the Purchased MSR Excess Spread or the Participation Interest, and that the Purchaser assumes all risk of loss in connection with its Participation Interest.

Section 9.17 No Creation of a Partnership . Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute Seller with Purchaser, a partnership, association, joint venture or other entity.

Section 9.18 Article 8 Opt-In . The Seller hereby irrevocably elects that each Participation Certificate shall constitute and shall remain a “security” for purposes of Article 8 of the Uniform Commercial Code.

Section 9.19 Reserved .

Section 9.20 Participation Certificate Register . The ownership of each Participation Interest shall be registered on a record of ownership (the “ Participation Certificate Register ”) maintained by Issuer, during the term of the PMH Repurchase Agreement (so long as the PC Repurchase Agreement remains in effect), and, thereafter, by Seller (the “ Participation

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Certificate Registrar ”). Notwithstanding anything else in this Agreement to the contrary, the right to receive payments with respect to a Participation Interest hereunder may be transferred only if the Transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. The Seller shall be entitled to treat the registered holder of each Participation Interest (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in a Participation Interest or hereunder on the part of any other person or entity.

Section 9.21 Expense Reserve .

Notwithstanding anything in Section 8.03 , in the event that counsel or independent accountants for a Protected REIT determine that there exists a material risk that any amounts due to the Purchaser under Section 8.03 hereof would be treated as Nonqualifying Income for such Protected REIT upon the payment of such amounts to the Purchaser, the amount paid to the Purchaser, pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Purchaser in such year without causing such Protected REIT to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to such Protected REIT. If the amount payable for any tax year under the preceding sentence is less than the amount which the Person obligated to make payment under Section 8.03 would otherwise be obligated to pay to the Seller or the Purchaser, as the case may be, pursuant to such Section 8.03 of this Agreement (the “ Expense Amount ”), then: (1) such obligated Person shall place the Expense Amount into an escrow account (the “ Expense Escrow Account ”) using an escrow agent and agreement reasonably acceptable to the Purchaser and shall not release any portion thereof to the Purchaser, and the Purchaser, shall not be entitled to any such amount, unless and until the Purchaser, delivers to such obligated Person, at the sole option of such Protected REIT, (i) an opinion (an “ Expense Amount Tax Opinion ”) of such Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an “ Expense Amount Accountant’s Letter ”) from such Protected REIT’s independent accountants indicating the maximum amount that can be paid at that time to the Purchaser, without causing such Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to such Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause such Protected REIT to fail to satisfy the REIT Requirements (a “ REIT Qualification Ruling ” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “ Release Document ”); and (2) pending the delivery of a Release Document by the Purchaser, to such obligated Person, the Purchaser, shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement (an “ Indemnity Loan Agreement ”) reasonably acceptable to the Purchaser, that (i) requires such obligated Person to lend the Purchaser, immediately available cash proceeds in an amount equal to the Expense Amount (an “ Indemnity Loan ”), and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of the Purchaser, as the case may be, or any guarantor of the Purchaser, as the case may be, including such Protected REIT, at the time of such Indemnity Loan, and (B) a 15 year maturity with no periodic amortization.

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Section 9.22 Survival . This Agreement and the Transactions, and all covenants, agreements, representations and warranties herein and therein and in the certificates delivered pursuant hereto, shall survive the date hereof and each Transaction Settlement Date.

Section 9.23 Amendment and Restatement . The terms and provisions of the Existing Agreement shall be amended and restated in their entirety by the terms and provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

Signature Page – Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between PennyMac Loan Services, LLC and PennyMac Holdings, LLC on the Transaction Settlement Date specified below. This letter agreement is a “Confirmation” as described in the Master Agreement (as defined below) .

The definitions and provisions contained in the Master Agreement are incorporated into this Confirmation. In the event of any inconsistency between the Master Agreement and this Confirmation, this Confirmation will govern. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Master Agreement.

This Confirmation supplements, forms part of and is subject to the Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement dated as of December 19, 2016, between PennyMac Loan Services, LLC, as seller, and PennyMac Holdings, LLC, as purchaser, as amended and supplemented from time to time (the “ Master Agreement ”). All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

A-1

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

A-2

Accepted and confirmed as of the date first written above:

A-3

SCHEDULE I

TO CONFIRMATION DATED              , 20     

UNDER THE SECOND AMENDED AND RESTATED MASTER

SPREAD ACQUISITION AND MSR SERVICING AGREEMENT

DATED AS OF DECEMBER 19, 2016

A-4

EXHIBIT B

FORM OF PARTICIPATION CERTIFICATE

This is a participation interest certificate (“ Participation Certificate ”) evidencing a participation interest granted to CITIBANK, N.A. (“ Indenture Trustee ”), not in its individual capacity, and for the benefit and security of the Noteholders (as such term is defined in the Base Indenture, dated as of December 19, 2016, among PNMAC GMSR ISSUER TRUST, as the issuer, the Indenture Trustee, as indenture trustee, as calculation agent, as paying agent and as securities intermediary, Company, as administrator and servicer, Credit Suisse First Boston Mortgage Capital LLC, as the administrative agent and Pentalpha Surveillance LLC, as the credit manager, as amended, restated, supplemented or otherwise modified from time to time) and the Indenture Trustee (the “ Participant ”) in the in the Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread, the Primary Portfolio Collections, the Secondary Portfolio Collections, the Primary Portfolio Termination Payments and the Secondary Portfolio Termination Payments, in each case, related to the Portfolio Mortgage Loans identified on Schedule I attached hereto, and as more particularly described in the Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2016 (as amended, restated, supplement or otherwise modified from time to time, the “ Participation Agreement ”), by and among PENNYMAC LOAN SERVICES, LLC (“ Seller ”) and PENNYMAC HOLDINGS, LLC (“ Purchaser ”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Participation Agreement.

Pursuant to the terms of the Participation Agreement, Seller hereby grants a Participation Interest in the Primary Portfolio Excess Spread, the Secondary Portfolio Excess Spread, the Primary Portfolio Collections, the Secondary Portfolio Collections, the Primary Portfolio Termination Payments and the Secondary Portfolio Termination Payments, in each case, related to the Portfolio Mortgage Loans identified on Schedule I attached hereto initially to Purchaser and thereafter to Participant:

THIS PARTICIPATION CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS PARTICIPATION CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11 OF THE PARTICIPATION AGREEMENT (AS DEFINED HEREIN).

The Seller hereby irrevocably elects that this Participation Certificate shall constitute and shall remain a “security” for purposes of Article 8 of the Uniform Commercial Code.

B-1

This Participation Certificate is subject to the terms, provisions and conditions of the Participation Agreement, as to each of which the holder of this Participation Certificate, by virtue of the acceptance hereof, assents and by which such holder is bound.

This Participation Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law, which shall govern), and the obligations, rights and remedies of the holder hereof shall be determined in accordance with such laws.

[SIGNATURE FOLLOWS]

B-2

IN WITNESS WHEREOF, the Seller has caused this Participation Certificate to be duly executed.

B-3

ASSIGNMENT AND ASSUMPTION

FOR VALUE RECEIVED, the undersigned Assignor hereby sell(s), assign(s) and transfer(s)  unto                                         

(please print or typewrite name and address including postal zip code of Assignee)

the Participation Interest evidenced by the within Participation Certificate and hereby authorize(s) the registration of transfer of such Participation Interest to the above named assignee on the participation register of the Seller. The Participation Certificate is subject to the terms, provisions and conditions of the Participation Agreement.

I (we) further direct the issuance of a new certificate of a like percentage interest and class to the above named assignee and delivery of such certificate to the following address:

Dated:                     

ACCEPTANCE :

The undersigned Assignee hereby accepts and assumes all of the rights, interests and obligations of the Participation Interest holder under the Participation Agreement pursuant to which the participation interest transferred hereby was created. The undersigned Assignee hereby makes the representations and warranties contained in Section 5 of the Participation Agreement to Seller and to the Assignor.

Dated:                     

B-4

DISTRIBUTION INSTRUCTIONS

Assignee should include the following for purposes of distribution of any proceeds of a Participation Interest:

Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to                                                                                                                                                                                                                        for the account of

                                                                                                                                                                                                                          .

This information is provided by                                          , the assignee named above, or                                                   , as its agent.

B-5

SCHEDULE I

TO PARTICIPATION CERTIFICATE

Schedule to be updated from time to time and identify the related Portfolio Mortgage Loans.

B-6

EXHIBIT C

(Form of Assignment)

PennyMac Loan Services, LLC (the “ Transferor ”), hereby assigns, conveys and otherwise transfers to PennyMac Holdings, LLC (the “ Transferee ”) all of the Transferor’s right, title and interest in, to and under the [Primary][Secondary] Portfolio Excess Spread for the residential mortgage loans set forth in Annex A attached hereto which shall be deemed to be a supplement to the Participation Certificate issued pursuant to the Participation Agreement (as defined below). Capitalized terms used and not defined in this instrument have the meanings assigned to them in the Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement dated as of December 19, 2016, between the Transferor and the Transferee, as supplemented and amended by the Confirmation dated                      , between such parties (the “ Participation Agreement ”).

If the conveyance of such [Primary][Secondary] Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Transferor will be deemed to have granted to the Transferee, and the Transferor hereby grants to the Transferee, a security interest in all of its right, title and interest in, to and under whether now existing or in the future arising or acquired, all Primary Portfolio Collections, Secondary Portfolio Collections, and the Portfolio Spread Custodial Account and all proceeds thereof as security for a loan in an amount equal to the value of such [Primary][Secondary] Portfolio Excess Spread.

C-1

EXHIBIT D

(Representations and Warranties of the Seller)

(a) Due Organization and Good Standing . The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged.

(b) No Violation of Organizational Documents or Agreements . The execution and delivery of this Agreement by the Seller, and the performance and compliance with the terms of this Agreement by the Seller, will not violate the Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which the Seller is a party or which is applicable to it or any of its assets.

(c) Full Power and Authority . The Seller has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d) Binding Obligation . This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Seller, enforceable against the Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e) No Violation of Law, Regulation or Order . The Seller is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or, to the Seller’s knowledge, any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Seller’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Seller to perform its obligations under this Agreement or the financial condition of the Seller.

(f) No Material Litigation . No litigation is pending or, to the best of the Seller’s knowledge, threatened against the Seller that, if determined adversely to the Seller, would prohibit the Seller from entering into this Agreement or that, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Seller to perform its obligations under this Agreement or the financial condition of the Seller.

D-1

(g) No Consent Required . Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Seller under this Agreement.

D-2

EXHIBIT E

(Representations and Warranties of the Purchaser)

(a) Due Organization and Good Standing . The Purchaser is duly organized, validly existing and in good standing under the laws of the state of its organization and has the power and authority to own its assets and to transact the business in which it is currently engaged.

(b) No Violation of Organizational Documents or Agreements . The execution and delivery of this Agreement by the Purchaser, and the performance and compliance with the terms of this Agreement by the Purchaser, will not violate the Purchaser’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which the Purchaser is a party or which is applicable to it or any of its assets.

(c) Full Power and Authority . The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d) Binding Obligation . This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e) No Violation of Law, Regulation or Order . The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or, to the Purchaser’s knowledge, any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser.

(f) No Material Litigation . No litigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser.

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(g) No Consent Required . Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Purchaser under this Agreement.

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Exhibit 10.2

EXECUTION VERSION

MASTER REPURCHASE AGREEMENT

among

PENNYMAC HOLDINGS, LLC

(“Seller”)

and

PENNYMAC LOAN SERVICES, LLC

(“Buyer”)

and

PENNYMAC MORTGAGE INVESTMENT TRUST

(“Guarantor”)

Dated as of December 19, 2016

TABLE OF CONTENTS

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MASTER REPURCHASE AGREEMENT

This Master Repurchase Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) is made as of December 19, 2016, among PENNYMAC HOLDINGS, LLC (“ PMH ”), a limited liability company organized under the laws of the State of Delaware, as seller (the “ Seller ”), PENNYMAC LOAN SERVICES, LLC (“ PLS ”), a limited liability company organized under the laws of the State of Delaware, as buyer (the “ Buyer ”) and PENNYMAC MORTGAGE INVESTMENT TRUST, a real estate investment trust organized under the laws of the State of Maryland, as guarantor (the “ Guarantor ”).

W I T N E S S E T H :

WHEREAS , the Seller has made, and may in the future make, the Purchased MSR Excess Spread PC, issued pursuant to the Purchased MSR Excess Spread Participation Agreement (as defined below), subject to this Agreement, in order to create the Purchased MSR Excess Spread (as defined below);

WHEREAS, from time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer the Purchased MSR Excess Spread PC and the Purchased MSR Excess Spread related to additional Mortgage Loans against the delivery of the Purchase Price (as defined below) by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Purchased MSR Excess Spread PC, and the Purchased MSR Excess Spread related to additional Mortgage Loans at a date certain or on demand, against the transfer of funds by Seller. Such transaction shall be referred to herein as a “ Transaction ” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder;

WHEREAS, Buyer has required and Guarantor has agreed that it will Guarantee (as defined below) the Obligations (as defined below) hereunder; and

WHEREAS, the Guarantor will receive a benefit, either directly or indirectly, from the Seller for entering into the PMT Guaranty (as defined below).

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, Seller and Guarantor hereby agree as follows.

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ARTICLE I

DEFINITIONS

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

“ 1933 Act ” means the Securities Act of 1933, as amended from time to time.

“ Acknowledgment Agreement ” means the Acknowledgment Agreement, dated as of December 19, 2016, by and among Ginnie Mae, PLS and the Indenture Trustee, as amended, restated, supplemented or otherwise modified from time to time.

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

“ Administrative Agent ” means Credit Suisse First Boston Mortgage Capital LLC or any party identified as an “Administrative Agent” pursuant to the Indenture.

“ Adverse Claim ” means a lien, security interest, charge, encumbrance or other right or claim of any Person (other than (A) the liens created in favor of Buyer or assigned to Buyer by (i) this Agreement or (ii) any other Program Agreement and (B) the liens created in favor of Ginnie Mae by the Ginnie Mae Contract).

“ Agreement ” shall have the meaning set forth in the preamble.

“ Ancillary Income ” means all income derived from a Mortgage Loan (other than payments or other collections in respect of principal, interest, escrow payments and prepayment penalties attributable to such Mortgage Loan) and to which Buyer, as the servicer of the Mortgage Loan, is entitled in accordance with the Ginnie Mae Contract, including, but not limited to (i) all late charges, fees received with respect to checks or bank drafts returned by the related bank for insufficient funds, assumption fees, optional insurance administrative fees, all interest, income, or credit on funds deposited in the escrow accounts and custodial accounts or other receipts on or with respect to such Mortgage Loan (subject to Applicable Law and the Ginnie Mae Guide), (ii) reconveyance fees, subordination fees, speedpay fees, mortgage pay on the web fees, automatic clearing house fees, demand statement fees, modification fees, if any, and other similar types of fees arising from or in connection with any Mortgage Loan to the extent not otherwise payable by the mortgagor under Applicable Law or pursuant to the terms of

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the related Mortgage Note, and (iii) any incentive fees payable by FHA under the applicable FHA Mortgage Insurance Contract, by USDA under the USDA Loan Guarantee Document, or by VA under the applicable VA Loan Guaranty Agreement, as applicable, to Buyer, as servicer of the Mortgage Loans, including incentive amounts payable in connection with Mortgage Loan modifications and other loss mitigation activities.

“ Applicable Laws ” means laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA Patriot Act of the United States.

“ Asset ” means the Participation Certificate (including all Excess Spread) sold or pledged to secure the Obligations hereunder.

“ Asset Base ” means for any date of determination, the product of (1) the Purchase Price Percentage and (2) the then-current Market Value.

“ Asset Schedule ” means a list of all Assets pledged and/or delivered from time to time by Seller to Buyer, as such schedule shall be updated from time to time in accordance with Section 2.02 hereof.

“ Bankruptcy Code ” means the United States Bankruptcy Code of 1978, as amended from time to time.

“ Base Indenture ” means the Base Indenture, dated as of December 19, 2016, among Issuer, as issuer, the Indenture Trustee, as indenture trustee, as calculation agent, as paying agent and as securities intermediary, PLS, as administrator and as Servicer, the Administrative Agent, and the Credit Manager, as amended, restated, supplemented or otherwise modified from time to time, including the schedules and exhibits thereto.

“ Business Day ” means any day other than (i) a Saturday or Sunday or (ii) any other day on which national banking associations or state banking institutions in New York, New York, the State of California, the State of Texas, the city and state where the Corporate Trust Office is located or the Federal Reserve Bank of New York, are authorized or obligated by law, executive order or governmental decree to be closed.

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

“ Capital Lease Obligations ” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

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“ Change in Control ” means:

(A) any transaction or event as a result of which Guarantor ceases to own, beneficially or of record, 100% of the stock of Seller, except with respect to an initial public offering of Seller’s common stock on a U.S. national securities exchange;

(B) the sale, transfer, or other disposition of all or substantially all of Seller’s or Guarantor’s assets (excluding any such action taken in connection with any securitization transaction); or

(C) the consummation of a merger or consolidation of Seller or Guarantor with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s stock outstanding immediately after such merger, consolidation or such other reorganization is owned by Persons who were not stockholders of Seller or Guarantor immediately prior to such merger, consolidation or other reorganization.

“ Closing Date ” means December 19, 2016.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collections ” means, with respect to the Participation Certificate as of any date, Excess Spread amounts paid to Seller under Section 5.03(a) of the Purchased MSR Excess Spread Participation Agreement, but excluding all or any portion of any cash Proceeds with respect to any Mortgage Loan repurchased by Seller from the related Mortgage Pool in accordance with the Ginnie Mae Guide.

“ Commitment Period ” means the period from and including the Closing Date to but not including the Termination Date or such earlier date on which the obligations of the Buyer under this Agreement shall have terminated pursuant to the terms of this Agreement.

“ Confidential Information ” has the meaning set forth in Section 10.10(b) .

“ Credit Manager ” means Pentalpha Surveillance LLC or any successor thereto.

“ Dedicated Account ” means (i) unless an Event of Default has occurred and is continuing under the PC Repurchase Agreement, the “Portfolio Spread Custodial Account,” as such term is defined in the Purchased MSR Excess Spread Participation Agreement, and (ii) if an Event of Default has occurred and is continuing under the PC Repurchase Agreement, the “Dedicated Account,” as such term is defined in the PC Repurchase Agreement.

“ Default ” means an event, condition or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

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“ Early Amortization Event ” has the meaning assigned thereto in the Base Indenture.

“ Eligible Asset ” means any Asset:

(a) which relates to a Servicing Contract for Mortgage Loans in an Eligible Securitization Transaction in which Seller is acting in the capacity of servicer;

(b) which complies with all Applicable Laws and other legal requirements, whether federal, state or local;

(c) which provides for payment in Dollars;

(d) which was not originated in or subject to the Laws of a jurisdiction whose Laws would make such Asset, or the financing thereof contemplated hereby unlawful, invalid or unenforceable and is not subject to any legal limitation on transfer;

(e) which is owned solely by Seller in accordance with the Participation Agreement, free and clear of all Liens other than Liens in favor of Buyer and has not been sold, conveyed, pledged or assigned to any other lender, purchaser or Person;

(f) in respect of which Seller has complied in all material respects with the Participation Agreement;

(g) which is not an obligation of the United States of America, any State or any agency or instrumentality or political subdivision thereof (other than Ginnie Mae);

(h) in respect of which the information set forth in the Asset Schedule and the Participation Agreement, is true and correct in all material respects;

(i) in respect of which Seller has obtained from each Person that may have an interest in such Asset all acknowledgments or approvals, if any, that are necessary to pledge such Asset as contemplated hereby;

(j) is intended to constitute a “security” as defined in the Uniform Commercial Code and is evidenced by a certificate;

(k) for which the related Purchased MSRs relate to an Eligible Securitization Transaction and have been pledged to the Buyer hereunder;

(l) for which the Participation Certificate arose pursuant to a Participation Agreement that is in full force and effect; and

(m) which complies with the representations and warranties set forth on Schedule 1 hereto;

in each case as of the related Purchase Date and as of each day that such Asset shall be subject to a Transaction hereunder.

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“ Eligible Securitization Transaction ” means any Ginnie Mae MBS which, as of the date of the related Transaction and as of each day that any Asset shall be subject to a Transaction hereunder (unless expressly agreed upon in writing by Buyer to the contrary) with respect to which the Servicing Contract and is in full force and effect, at any time any Asset related to such Servicing Contract is subject to a Transaction, and under which the Servicer has not been terminated, resigned or become subject to a right of termination or other “trigger event.”

“ EO13224 ” has the meaning set forth in Section 3.17 .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any corporation or trade or business that, together with Seller or Guarantor is treated as a single employer under Section 414(b) or (c) of the Code or solely for purposes of Section 302 of ERISA and Section 412 of the Code is treated as single employer described in Section 414 of the Code.

“ Event of Default ” has the meaning assigned to such term in Section 7.01 .

“ Excess Spread ” means the Purchased MSR Excess Spread as set forth in the Purchased MSR Excess Spread Participation Agreement.

“ Excess Spread Rate ” means, for the Purchased MSR Excess Spread PC, the rate per annum set forth as such in the Purchased MSR Excess Spread Participation Agreement.

“ Expenses ” means all present and future expenses reasonably incurred by or on behalf of Buyer in connection with the negotiation, execution or enforcement or the ongoing operations relating to this Agreement or any of the other PMH Documents, and any amendment, supplement or other modification or waiver related hereto or thereto, whether incurred heretofore or hereafter, which expenses shall include any indemnification payments, the cost of title, lien, judgment and other record searches, reasonable attorneys’ fees, any ongoing audits or due diligence costs in connection with valuation, entering into Transactions or determining whether a Margin Deficit may exist, and costs of preparing and recording any UCC financing statements or other filings necessary to perfect the security interest created hereby.

“ FDIA ” has the meaning set forth in Section 10.12(c) .

“ FDICIA ” has the meaning set forth in Section 10.12(d) .

“ FHA ” means the Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto, and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

“ FHA Mortgage Insurance Contract ” means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

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“ FHA Regulations ” means the regulations promulgated by the Department of Housing and Urban Development under the National Housing Act, as amended from time to time and codified in 24 Code of Federal Regulations, including the related handbooks, circulars, notices and mortgagee letters.

“ GAAP ” means U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of Seller and its subsidiaries; provided , that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) that such principles have been properly applied in preparing such financial statements.

“ Ginnie Mae ” means the Government National Mortgage Association and any successor thereto.

“ Ginnie Mae Contract ” means (a) 12 U.S.C. § 1721(g) and the implementing regulations governing the Ginnie Mae MBS Program, 24 C.F.R. Part 300, (b) applicable guaranty agreements and contractual agreements between Ginnie Mae and the Servicer, and (c) the Ginnie Mae Guide, and other applicable guides and all amendments and additions thereto.

“ Ginnie Mae Guide ” means the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.

“ Ginnie Mae MBS ” means Ginnie Mae I MBS and Ginnie Mae II MBS issued by Seller and guaranteed by Ginnie Mae, backed by pools of Ginnie Mae eligible mortgage loans insured or guaranteed by the FHA, USDA or VA, as applicable, the issuance of which, and the servicing of such Ginnie Mae eligible mortgage loans by Seller, being governed in all respects by the Ginnie Mae Contract.

“ GLB Act ” shall have the meaning set forth in Section 10.10(b) .

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

“ Guarantee ” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “ Guarantee ” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a mortgaged property. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “ Guarantee ” and “ Guaranteed ” used as verbs shall have correlative meanings.

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

“ Indebtedness ” means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements, including, without limitation, any Indebtedness arising hereunder; (g) Indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) Indebtedness of general partnerships of which such Person is a general partner and (j) with respect to clauses (a)-(i) above both on and off balance sheet.

“ Indenture ” means the Base Indenture, collectively with each Indenture Supplement thereto.

“ Indenture Supplement ” means each supplement to the Base Indenture, executed and delivered in conjunction with the issuance of the related Series of Notes, including the schedules and exhibits thereto, as amended, restated, supplemented or otherwise modified from time to time.

“ Indenture Trustee ” means Citibank, N.A. or its permitted successors and assigns.

“ Investment Company Act ” means the Investment Company Act of 1940, as amended from time to time.

“ Issuer ” means PNMAC GMSR ISSUER TRUST, together with its successors and assigns.

“ Laws ” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

“ Lien ” means, with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of

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such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement.

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

“ Margin Deadlines ” has the meaning set forth in Section 2.05(b) .

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

“ Margin Excess ” has the meaning set forth in Section 2.05(d) .

“ Market Value ” means, the fair market value of the Purchased MSR Excess Spread PC, as reasonably determined by the Buyer.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document taken as a whole; (b) a material impairment of the ability of Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document to perform under any PMH Document and to avoid any Event of Default; (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any PMH Document against Seller, Guarantor or any Affiliate thereof that is a party to any PMH Document; or (d) a material adverse effect on the rights and remedies of Seller under any of the PMH Documents.

“ MBS ” means a mortgage backed security guaranteed by Ginnie Mae pursuant to the Ginnie Mae Contract.

“ Mortgage Loan ” means a loan secured by a Mortgage on real property (including REO Property resulting from the foreclosure of the real property that had secured such loan), which loan has been included in a Mortgage Pool underlying Ginnie Mae MBS.

“ Mortgage Note ” means the note or other evidence of the indebtedness of a mortgagor secured by a Mortgage under a Mortgage Loan and all amendments, modifications and attachments thereto.

“ Mortgage Pool ” means a pool or loan package securing an MBS for which the Seller is the issuer.

“ MRA Payment Date ” means the tenth (10 ^th ) calendar day of each month, and if such day is not a Business Day, the Business Day immediately preceding such day.

“ MSR ” means with respect to the Mortgage Loans, the mortgage servicing rights, including any and all of the following: (a) any and all rights to service the Mortgage Loans; (b) any payments to or monies received by the Servicer for servicing the Mortgage Loans; (c) any late fees, penalties or similar payments with respect to the Mortgage Loans; (d) all agreements or documents creating, defining or evidencing any such servicing rights to the extent they relate to such servicing rights and all rights of the Servicer thereunder; (e) escrow or other

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similar payments with respect to the Mortgage Loans and any amounts actually collected by the Servicer with respect thereto; (f) all accounts and other rights to payment related to any of the property described in this paragraph; and (g) any and all documents, files, records, servicing files, servicing documents, servicing records, data tapes, computer records, or other information pertaining to the Mortgage Loans or pertaining to the past, present or prospective servicing of the Mortgage Loans.

“ Multiemployer Plan ” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.

“ Net Payment Amount ” means with respect to any MRA Payment Date, an amount equal to (i) the sum of the amounts payable by Seller pursuant to Sections 2.03 , 2.04 or 2.05 , as applicable, minus (ii) the amounts, if any, that will be payable to Seller hereunder or under the Participation Agreement.

“ Non-Excluded Taxes ” has the meaning set forth in Section 2.09(a) .

“ Notice ” or “ Notices ” means all requests, demands and other communications, in writing (including facsimile transmissions and e-mails), sent by overnight delivery service, facsimile transmission, electronic transmission or hand-delivery to the intended recipient at the address specified in Section 10.04 or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

“ Obligations ” means (a) all of Seller’s indebtedness, obligations to pay the outstanding principal balance of the Purchase Price, together with interest thereon on the Termination Date, outstanding interest due on each MRA Payment Date, and other obligations and liabilities, to Buyer arising under, or in connection with, the PMH Documents, whether now existing or hereafter arising; (b) any and all sums reasonably incurred and paid by Buyer or on behalf of Buyer in order to preserve any Repurchase Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in this definition, the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Repurchase Asset, or of any exercise by Buyer of its rights under the PMH Documents, including, without limitation, reasonable attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity obligations to Buyer pursuant to the PMH Documents.

“ OFAC ” has the meaning set forth in Section 3.17 .

“ Other Taxes ” has the meaning set forth in Section 2.09(b) .

“ Participation Agreement ” means the Purchased MSR Excess Spread Participation Agreement, as may be amended, restated, supplemented or otherwise from time to time, related to servicing rights with respect to the Purchased MSR Portfolio subject to this Agreement.

“ Participation Certificate ” means the Purchased MSR Excess Spread PC, in form and substance acceptable to the Buyer and identified on Schedule 2 hereto.

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“ Participation Interest ” means each participating beneficial ownership interest (of the type and nature contemplated by 11 U.S.C. § 541(d) of the United States Bankruptcy Code) in Excess Spread, with respect to a Purchased MSR Portfolio, and proceeds thereof together with the other rights and privileges specified in a Participation Agreement as evidenced by the issuance of a Participation Certificate.

“ PC Repurchase Agreement ” means the Master Repurchase Agreement, dated as of December 19, 2016, among PLS, as seller, the Issuer, as buyer and Private National Mortgage Acceptance Company, LLC, as guarantor, as amended, restated, supplemented or otherwise modified from time to time.

“ Person ” means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.

“ Plan ” means an employee benefit or other plan established or maintained by any Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

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

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

“ PMH Documents ” means this Agreement, the PMH Pricing Side Letter, the PMH Subordination Agreement, the PMT Guaranty, side letters, confirmations and all documents ancillary thereto that evidence a Transaction in the form approved by Buyer in writing in its sole discretion with any material modifications approved by Buyer in writing in its sole discretion (excluding provisions related to the advance rate or interest rate of such Transactions, which shall not be subject to Buyer review or approval).

“ PMT Guaranty ” means the guaranty, dated as of the Closing Date, made by Guarantor in favor of Buyer, guaranteeing payment to Buyer of all amounts owing to Buyer from Seller pursuant to this Agreement.

“ PMH Pricing Side Letter ” means the letter agreement, dated as of the Closing Date, among Buyer, Seller and the Guarantor as the same may be amended from time to time.

“ PMH Subordination Agreement ” means the Acknowledgment and Subordination Agreement, dated as of December 19, 2016, among Guarantor, Buyer, Seller, and Issuer, as amended, restated, supplemented or otherwise modified from time to time.

“ Portfolio ” means the Purchased MSR Portfolio.

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

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

“ Pricing Rate ” shall have the meaning set forth in the PMH Pricing Side Letter.

“ Proceeds ” means “proceeds” as defined in Section 9-102(a)(64) of the UCC.

“ Program Agreements ” means shall have the meaning set forth in the PC Repurchase Agreement.

“ Prohibited Person ” has the meaning set forth in Section 3.17 hereof.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Purchase Date ” means, subject to the satisfaction of the conditions precedent set forth in Article V hereof, (i) the 25 ^th day of such month (or, if such 25 ^th day is not a Business Day, the next Business Day following such 25 ^th day) or (ii) each calendar week, the second (2 ^nd ) Business Day of each such week (or if any such date is not a Business Day, the next succeeding Business Day) following one (1) Business Day’s written notice from Seller to Buyer, in each case on which a Transaction is entered into by Buyer pursuant to Section 2.02 or such other mutually agreed upon date as more particularly set forth on Exhibit A hereto.

“ Purchase Price ” means the price at which each Purchased Asset (or portion thereof) is transferred by Seller to Buyer, which shall equal:

(a) on the Purchase Date, the product of (1) the Purchase Price Percentage and (2) the applicable Market Value; and

(b) on any day after the Purchase Date, the amount determined under the immediately preceding clause (a) increased by the amount of any Margin Excess pursuant to Section 2.05(d) and decreased by the sum of (i) any Repurchase Price or any other amounts paid pursuant to Section 2.03 , and (ii) the amounts transferred by the Seller to Buyer pursuant to Section 2.05(a) .

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

“ Purchased Assets ” means the collective reference to Purchased MSR Excess Spread PC together with the Repurchase Assets related to such Purchased MSR Excess Spread PC transferred by Seller to Buyer in a Transaction hereunder, listed on the related Asset Schedule attached to the related Transaction Notice.

“ Purchased MSRs ” means MSRs relating to the Purchased MSR Mortgage Loans and which are subject to PMH’s rights, as purchaser, under the Purchased MSR Excess Spread Participation Agreement, and as seller, under this Agreement.

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“ Purchased MSR Excess Spread ” means the portion of the Servicing Fee relating to the Purchased MSR Portfolio and owing to PMH at the applicable Excess Spread Rate.

“ Purchased MSR Excess Spread Participation Agreement ” means the Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2016, between PLS, as seller, and PMH, as purchaser, as amended, restated, supplemented or otherwise modified from time to time.

“ Purchased MSR Excess Spread PC ” means the Participation Certificate issued pursuant to the Purchased MSR Excess Spread Participation Agreement which evidences the Participation Interest in the Excess Spread related to the Purchased MSRs.

“ Purchased MSR Mortgage Loans ” mean, the Mortgage Loans that are listed on Schedule I to the Purchased MSR Excess Spread PC, which may be in electronic form.

“ Purchased MSR Portfolio ” means the MSRs relating to the Purchased MSR Mortgage Loans.

“ Records ” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller, or any other person or entity with respect to the Purchased Assets or any other Repurchase Assets.

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

“ Repurchase Date ” means the earlier of (i) the Termination Date or (ii) the date requested by Seller on which the Repurchase Price is paid pursuant to Section 2.03 hereof; provided , however , that the Repurchase Date shall not occur unless and until all Obligations (as defined in the PC Repurchase Agreement) related to the Participation Certificate due and owing to Issuer with respect to the related Purchased MSR Excess Spread have been paid in full under the PC Repurchase Agreement.

“ Repurchase Price ” means the price at which Purchased Assets are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price for such Purchased Assets and the accrued but unpaid Price Differential as of the date of such determination.

“ Required Reserve Amount ” means, with respect to any MRA Payment Date, the amounts estimated to be due and owing by Seller pursuant Sections 2.03 , 2.04 or 2.05 .

“ Requirement of Law ” means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other Governmental Authority, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer or treasurer of such Person. The Responsible Officers of Seller and Guarantor as of the Closing Date are listed on Schedule 3 hereto.

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“ Sanctions ” has the meaning set forth in Section 3.17 .

“ SEC ” means the Securities and Exchange Commission, or any successor thereto.

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

“ Seller Termination Option ” means (i) Buyer has or shall incur costs in connection with those matters provided for in Section 2.09 or 2.10 and (ii) Buyer requests that Seller pay to Buyer those costs in connection therewith.

“ Servicer ” means PLS in its capacity as the servicer or sub-servicer under the Ginnie Mae Contract in servicing the related Mortgage Loans, and any successor named servicer or subservicer appointed under the Ginnie Mae Contract.

“ Servicing Contracts ” means, the Ginnie Mae Contract and any and all instruments, agreements, invoices or other writings, which give rise to or otherwise evidence any of the MSRs. Without limiting the generality of the foregoing, any reference herein to a “Servicing Contract” shall be deemed to include the Acknowledgment Agreement.

“ Taxes ” has the meaning assigned to such term in Section 2.09(a) .

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

“ Transaction ” has the meaning assigned to such term in the recitals to this Agreement.

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

“ Trigger Event ” has the meaning assigned thereto in the PMH Subordination Agreement.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect on the Closing Date in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.

“ USDA ” means the Rural Housing Service of the Rural Development Agency of the United States Department of Agriculture, or any successor.

“ USDA Loan Guarantee Document ” means a loan guarantee document issued by USDA in accordance with 7 CFR § 3555.107.

“ VA ” means the U.S. Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Secretary of Veterans Affairs.

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“ VA Loan Guaranty Agreement ” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the mortgagor pursuant to the Servicemen’s Readjustment Act, as amended, restated, supplemented or otherwise modified from time to time.

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

Section 1.02 Other Defined Terms; Interpretation .

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended or modified from time to time;

(ii) all references to an “Article,” “Section,” “Schedule” or “Exhibit” are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto;

(iii) defined terms in the singular shall include the plural and vice versa and the masculine, feminine or neuter gender shall include all genders;

(iv) the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(v) unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting;

(vi) in the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein, the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(vii) periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed and references in this Agreement to months and years shall be to months and calendar years unless otherwise specified;

(viii) accounting terms not otherwise defined herein and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under GAAP;

(ix) “including” and words of similar import will be deemed to be followed by “without limitation”;

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(x) references to any PMH Document (including this Agreement) and any other agreement shall be deemed a reference to such PMH Document or such PMH Document as it may be amended, restated, supplement or otherwise modified from time to time; and

(xi) references to any statute, law, rule or regulation shall be deemed a reference to such statute, law, rule or regulation as it may be amended or modified from time to time.

ARTICLE II

GENERAL TERMS

Section 2.01 Transactions . During the Commitment Period, and subject to the terms and conditions of this Agreement, Buyer agrees to enter into Transactions with Seller for the applicable Purchase Price. Seller may pay the Repurchase Price in whole or in part at any time during the Commitment Period, and additional Transactions may be entered into in accordance with the terms and conditions hereof. Buyer’s obligation to enter into Transactions pursuant to the terms of this Agreement shall terminate on the Termination Date. Notwithstanding the foregoing, Buyer shall have no commitment or obligation to enter into Transactions to the extent the Purchase Price of such Transaction exceeds the Asset Base (determined after giving effect to such proposed purchase).

Section 2.02 Procedure for Entering into Transactions . (a) Seller may enter into Transactions with Buyer during the Commitment Period on any Purchase Date; provided , that Seller shall have given Buyer irrevocable notice (each, a “ Transaction Notice ”), which notice (i) shall be substantially in the form of Exhibit A hereto, (ii) shall be signed by a Responsible Officer of Seller and be received by Buyer prior to 1:00 p.m. (New York time) one (1) Business Day prior to the related Purchase Date, and (iii) shall specify (A) the Dollar amount of the requested Purchase Price, (B) the requested Purchase Date, and (C) the information required to be included in the Asset Schedule with respect to the Participation Certificate and/or Purchased MSR Mortgage Loans subject of such Transaction in mutually acceptable electronic form. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $25,000.

(b) If Seller shall deliver to Buyer a Transaction Notice that satisfies the requirements of Section 2.02(a) , Buyer will notify Seller prior to the requested Purchase Date of its intent to remit the requested Purchase Price. If all applicable conditions precedent set forth in Article V have been satisfied on or prior to the Purchase Date, then subject to the foregoing, on the Purchase Date, Buyer shall pay the Purchase Price to Seller in Dollars and in immediately available funds to the account specified by Seller.

(c) Upon entering into each Transaction hereunder, the Asset Schedule shall be automatically updated to include each of the Assets listed on the Asset Schedule attached to the Transaction Notice.

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Section 2.03 Repurchase; Payment of Repurchase Price . (a) Seller hereby promises to repurchase the Purchased Assets and pay all outstanding Obligations on the related Repurchase Date.

(b) Without limiting the foregoing, on each MRA Payment Date, Seller shall sweep all amounts received with respect to the Excess Spread to the Dedicated Account in accordance with Section 6.12 hereof to be applied in accordance with Section 2.07 hereof.

(c) Seller may, at its option, prepay the Purchase Price in whole or in part at any time, together with accrued and unpaid Price Differential on the amount so prepaid, together with any breakage costs incurred by the Seller in connection with such prepayment.

Section 2.04 Price Differential . (a) On each MRA Payment Date, Seller hereby promises to pay to Buyer all accrued and unpaid Price Differential on the Transactions, as invoiced by Buyer two (2) Business Days prior to the related MRA Payment Date (the “ Price Differential Statement Date ”); provided that if Buyer fails to deliver such statement on the Price Differential Statement Date, on such MRA Payment Date Seller shall pay the amount which Seller calculates as the Price Differential due and upon delivery of the statement, Seller shall remit to Buyer any shortfall, or Buyer shall refund to Seller any excess, in the Price Differential paid. Price Differential shall accrue each day on the Purchase Price at a rate per annum equal to the Pricing Rate.

(b) In addition to the payment of the Price Differential, on each MRA Payment Date, Seller hereby promises to pay to Buyer all accrued and unpaid amounts representing Expenses, if any.

Section 2.05 Margin Maintenance . (a) If at any time the aggregate outstanding amount of the Purchase Price exceeds the Asset Base in effect at such time, as determined on each Interim Payment Date after taking into account any Transaction being effected on such date (such excess, a “ Margin Deficit ”), then Buyer may by notice to Seller require Seller to eliminate the Margin Deficit (such requirement, a “ Margin Call ”) by effecting the transfer of cash to Buyer or the inclusion of additional Mortgage Loans to the Purchased MSR Mortgage Loans.

(b) Notice delivered pursuant to Section 2.05(a) may be given by any written or electronic means. With respect to a Margin Call, any notice given before 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the following Business Day. With respect to a Margin Call, any notice given after 5:00 p.m. (New York City time) on a Business Day shall be met, and the related Margin Call satisfied, no later than 5:00 p.m. (New York City time) on the second (2 ^nd ) Business Day following the date of such notice. The foregoing time requirements for satisfaction of a Margin Call are referred to as the “ Margin Deadlines ”. The failure of Buyer, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Buyer to do so at a later date. Seller and Buyer each agree that a failure or delay by Buyer to exercise its rights hereunder shall not limit or waive Buyer’s rights under this Agreement or otherwise existing by law or in any way create additional rights for Seller.

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(c) In the event that a Margin Deficit exists, Buyer may retain any funds received by it to which Seller would otherwise be entitled hereunder, which funds (i) may be held by Buyer against the related Margin Deficit or (ii) may be applied by Buyer against the Purchase Price. Notwithstanding the foregoing, Buyer retains the right, in its sole discretion, to make a Margin Call in accordance with the provisions of this Section 2.05 .

(d) If at any time the aggregate outstanding amount of the Asset Base in effect at such time exceeds the Purchase Price, as determined on each Interim Payment Date after taking into account any Transaction being effecting on such date (such excess, a “ Margin Excess ”), then on any Purchase Date on which such Margin Excess exists, Seller may deliver a Transaction Notice to Buyer and request Buyer to make a payment in Dollars in the amount of such Margin Excess.

Section 2.06 Payment Procedure . Seller shall deposit or cause to be deposited all amounts constituting collection, payments and proceeds of Assets (including, without limitation, all fees and proceeds of sale) in the Dedicated Account. Seller absolutely, unconditionally, and irrevocably, shall make, or cause to be made, all payments required to be made by Seller hereunder whether or not sufficient amounts are on deposit in the Dedicated Account.

Section 2.07 Net Payments . On each MRA Payment Date, Seller shall pay all amounts due and owing under Sections 2.03 , 2.04 or 2.05 ; however, (i) prior to the occurrence of an Event of Default (as such term is defined in the PC Repurchase Agreement) and (ii) provided that all Obligations (as defined in the PC Repurchase Agreement) related to the Participation Certificate due and owing to the Issuer with respect to the related Purchased MSR Excess Spread have been paid in full under the PC Repurchase Agreement, such payments shall be netted against amounts otherwise distributable to Seller hereunder or under the Participation Agreement, and such payment obligation shall be deemed paid and satisfied upon the payment of the Net Payment Amount for such MRA Payment Date.

Section 2.08 Recourse . Notwithstanding anything else to the contrary contained or implied herein or in any other PMH Document, Buyer shall have full, unlimited recourse against Seller and Guarantor and their respective assets in order to satisfy the Obligations.

Section 2.09 Taxes . (a) Any and all payments by Seller or Guarantor under or in respect of this Agreement or any other PMH Documents to which Seller or Guarantor is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “ Taxes ”), unless required by law. If Seller or Guarantor shall be required under any applicable Requirement of Law to deduct or withhold any Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other PMH Documents to Buyer (including for purposes of this Section 2.09 , any assignee, successor or participant), (i) Seller or Guarantor, as applicable, shall make all such deductions and withholdings in respect of Taxes, (ii) Seller or Guarantor, as applicable, shall pay the full amount deducted or withheld in respect of Taxes to the relevant taxation authority or other Governmental

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Authority in accordance with any applicable Requirement of Law, and (iii) the sum payable by Seller or Guarantor, as applicable, shall be increased as may be necessary so that after Seller or Guarantor, as applicable, has made all required deductions and withholdings (including deductions and withholdings applicable to additional amounts payable under this Section 2.09 ) such Buyer receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement the term “ Non-Excluded Taxes ” are Taxes other than, in the case of Buyer, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Buyer is organized, or any political subdivision thereof, unless such Taxes are imposed as a result of Buyer having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other PMH Documents (in which case such Taxes will be treated as Non-Excluded Taxes).

(b) In addition, Seller and Guarantor hereby agree to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other PMH Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other PMH Document (collectively, “ Other Taxes ”).

(c) Seller and Guarantor hereby agree to indemnify Buyer for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable by Seller or Guarantor, as applicable, under this Section 2.09 imposed on or paid by such Buyer and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by Seller and Guarantor provided for in this Section 2.09 shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Seller and Guarantor under the indemnity set forth in this Section 2.09(c) shall be paid within ten (10) days from the date on which Buyer makes written demand therefor.

(d) Without prejudice to the survival of any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Section 2.09 shall survive the termination of this Agreement and the other PMH Documents. Nothing contained in this Section 2.09 shall require any Buyer to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

Section 2.10 Indemnity . The Seller agrees to indemnify the Buyer and to hold the Buyer harmless from any loss or expense that the Buyer may sustain or incur as a consequence of (i) a default by the Seller in payment when due of the Repurchase Price, Margin Deficit or Price Differential or (ii) a default by the Seller in making any prepayment of Repurchase Price after the Seller has given a notice thereof in accordance with Section 2.03 .

Section 2.11 Dedicated Account . Amounts received on account of Excess Spread shall promptly, in any event within two (2) Business Days after receipt, be deposited in the Dedicated Account. Upon the Termination Date and the payment of all amounts due by Seller hereunder, all amounts on deposit in the Dedicated Account with respect to the Excess Spread shall be remitted to Seller.

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Section 2.12 Reserved .

Section 2.13 Addition, Removal and Replacement of Portfolio Mortgage Loans .

(a) From time to time in accordance with the Purchased MSR Excess Spread Participation Agreement, Purchased MSR Mortgage Loans may be added to the Portfolio of the Purchased MSR Excess Spread PC in connection with a new confirmation being entered into thereunder. The Seller may elect to enter into a new Transaction under this Agreement with respect to such additional Mortgage Loans in accordance with Section 2.02 hereof.

(b) In addition, from time to time, Purchased MSR Mortgage Loans may be removed or replaced from the Portfolio of Mortgage Loans related to the Purchased MSR Excess Spread Participation Agreement in accordance with the terms of Article IV thereof. The Buyer and Seller shall cooperate to promptly update Schedule I to the Purchased MSR Excess Spread PC in connection with any such removal or replacement.

Section 2.14 Termination . (a) Notwithstanding anything to the contrary set forth herein, if a Seller Termination Option occurs, Seller may, upon five (5) Business Days’ prior notice of such event, terminate this Agreement and the Termination Date shall be deemed to have occurred (upon the expiration of the five (5) Business Days).

(b) In the event that a Seller Termination Option as described in clause (a) of the definition thereof has occurred and Seller has notified Buyer of its option to terminate this Agreement, Buyer shall have the right to withdraw such request for payment within three (3) Business Days of Seller’s notice of its exercise of the Seller Termination Option and Seller shall no longer have the right to terminate this Agreement.

(c) Seller shall remain responsible for all costs incurred by Buyer pursuant to Section 2.09 hereunder and any cost or expenses incurred by Buyer under the Indenture.

Section 2.15 PC Repurchase Agreement . Seller hereby agrees and acknowledges that any Transaction entered into pursuant to this Agreement is (i) subject to Buyer’s transfer of the Purchased MSR Excess Spread PC to Issuer, and the related pledge of the Purchased MSR Excess Spread to Issuer, pursuant to the PC Repurchase Agreement, and (ii) subject to and subordinate to (A) Issuer’s rights under the PC Repurchase Agreement and (B) Issuer’s security interest in the Purchased MSR Excess Spread and the Purchased MSR Excess Spread PC and rights under the PMH Subordination Agreement.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

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

Section 3.01 Seller and Guarantor Existence . Each of Seller and Guarantor has been duly organized and is validly existing and in good standing under the laws of its state of formation.

Section 3.02 Licenses . Each of Seller and Guarantor is duly licensed or is otherwise qualified in each jurisdiction in which it transacts business for the business which it conducts and is not in default of any applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect and is not in default of such state’s applicable laws. Seller has the requisite power and authority and legal right to own, sell and grant a lien on all of its right, title and interest in and to the Assets. Each of Seller and Guarantor has the requisite power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, each PMH Document and any Transaction Notice.

Section 3.03 Power . Each of Seller and Guarantor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

Section 3.04 Due Authorization . Each of Seller and Guarantor has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the PMH Documents, as applicable. This Agreement, any Transaction Notice and the PMH Documents have been (or, in the case of PMH Documents and any Transaction Notice not yet executed, will be) duly authorized, executed and delivered by Seller and Guarantor, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Seller and Guarantor in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

Section 3.05 No Event of Default . There exists no Event of Default under Section 7.01 hereof, which default gives rise to a right to accelerate indebtedness as referenced in Section 7.03 hereof, under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money or to the repurchase of mortgage loans or securities.

Section 3.06 Solvency . Each of Seller and Guarantor is solvent and will not be rendered insolvent by any Transaction (including the inclusion therein of any Purchased MSR Excess Spread by Seller) and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. Neither Seller nor Guarantor intends to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. Seller is not selling and/or pledging any Repurchase Assets with any intent to hinder, delay or defraud any of its creditors.

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Section 3.07 No Conflicts . The execution, delivery and performance by each of Seller and Guarantor of this Agreement, any Transaction Notice hereunder and the PMH Documents do not conflict with any term or provision of the organizational documents of Seller or Guarantor or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to Seller or Guarantor of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller or Guarantor, which conflict would have a Material Adverse Effect and will not result in any violation of any such mortgage, instrument, agreement, obligation or Servicing Contract to which Seller or Guarantor is a party.

Section 3.08 True and Complete Disclosure . All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Seller, Guarantor or any Affiliate thereof or officer thereof, negotiation, preparation, or delivery of the PMH Documents are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading.

Section 3.09 Approvals . No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under Applicable Law in connection with the execution, delivery and performance by Seller or Guarantor of this Agreement, any Transaction Notice and the PMH Documents.

Section 3.10 Ownership . (a) Seller has good title to all of the Repurchase Assets, free and clear of all mortgages, security interests, restrictions, Liens and encumbrances of any kind other than the Liens created hereby or contemplated herein.

(b) Each item of the Repurchase Assets was acquired by Seller in the ordinary course of its business, in good faith, for value and without notice of any defense against or claim to it on the part of any Person.

(c) Except as provided in the PMH Subordination Agreement, there are no agreements or understandings between Seller and any other party which would modify, release, terminate or delay the attachment of the security interests granted to Buyer under this Agreement.

(d) The provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all right, title and interest of Seller in, to and under the Repurchase Assets.

(e) Upon the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party” and Seller as “Debtor”, and describing the Repurchase Assets, in the recording offices of the Secretary of State of Delaware the security interests granted hereunder in the Repurchase Assets will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Seller in, to and under such Repurchase Assets which can be perfected by filing under the Uniform Commercial Code.

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Section 3.11 Reserved .

Section 3.12 Investment Company . Neither Seller nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act; provided , however , that any entity that is under the management of PNMAC Capital Management LLC in its capacity as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 and is otherwise not directly or indirectly owned or controlled by Seller shall not be deemed a “Subsidiary” for the purposes of this Section 3.12 .

Section 3.13 Chief Executive Office; Jurisdiction of Organization . On the Closing Date, Seller’s chief executive office, is, and has been, located at 3043 Townsgate Road, Westlake Village, CA 91361. On the date hereof, Seller’s jurisdiction of organization is the State of Delaware. Seller shall provide Buyer with thirty (30) days advance notice of any change in Seller’s principal office or place of business or jurisdiction. Seller has no trade name. During the preceding five (5) years, Seller has not been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

Section 3.14 Location of Books and Records . The location where Seller keeps its books and records, including all computer tapes and records relating to the Repurchase Assets is its chief executive office.

Section 3.15 ERISA . Each Plan to which Seller, Guarantor or their Subsidiaries make direct contributions, and, to the knowledge of Seller and Guarantor, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law.

Section 3.16 Plan Assets . Neither Seller nor Guarantor is an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets and Repurchase Assets are not “plan assets” within the meaning of 29 CFR § 2510.3 101 as amended by Section 3(42) of ERISA, in Seller’s or Guarantor’s hands, and transactions by or with Seller or Guarantor are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

Section 3.17 No Prohibited Persons . Neither Seller nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to the Seller’s knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“ EO13224 ”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224; (iv) that is (1) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “ Sanctions ”) or (2) located, organized or resident in a country or territory

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that is, or whose government is, the subject of Sanctions; or (v) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (v)  above are herein referred to as a “ Prohibited Person ”).

Section 3.18 Compliance with 1933 Act . Neither Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Participation Certificate, any interest in the Participation Certificate or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Participation Certificate, any interest in the Participation Certificate or any other similar security from, or otherwise approached or negotiated with respect to the Participation Certificate, any interest in the Participation Certificate or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Participation Certificate under the 1933 Act or which would render the disposition of the Participation Certificate a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

ARTICLE IV

CONVEYANCE; REPURCHASE ASSETS; SECURITY INTEREST

Section 4.01 Ownership . Upon payment (or deemed payment) of the Purchase Price, Buyer shall become the sole owner of the Purchased Assets and related Repurchase Assets, free and clear of all liens and encumbrances, but subject to the rights of Ginnie Mae pursuant to the Acknowledgment Agreement with Ginnie Mae.

Section 4.02 Security Interest . (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “ Repurchase Assets ”:

(i) all Assets identified on an Asset Schedule or Schedule 2 hereto;

(ii) all amounts due in respect of the Participation Certificate and the related Participation Agreement identified on Schedule 2 hereto;

(iii) all records, instruments or other documentation evidencing any of the foregoing;

(iv) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Participation Agreements); and

(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.

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(b) Seller and Buyer hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to mark its computer records and tapes to evidence the interests granted to Buyer hereunder.

(c) The parties acknowledge that Ginnie Mae has certain rights under the Acknowledgment Agreement, including the right to cause the Seller to transfer servicing to Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. The parties acknowledge that, to the extent that Ginnie Mae exercises its rights to cause Seller to transfer the MSRs and Excess Spread without the requirement of payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by Buyer in an amount equal to the lesser of (x) the fair market value of such Excess Spread and (y) the outstanding balance of the Repurchase Price attributable to such Excess Spread, each as determined by the Buyer.

(d) Seller and Buyer hereby acknowledge and agree that the Buyer has sold and/or pledged its rights to the Repurchase Assets hereunder to the Issuer pursuant to the PC Repurchase Agreement, and Seller acknowledges the Lien as more particularly set forth in the PC Repurchase Agreement.

(e) The foregoing provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

Section 4.03 Further Documentation . At any time and from time to time, upon the written request of Buyer, and at the sole expense of Seller, Seller will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any applicable jurisdiction with respect to the Liens created hereby.

Section 4.04 Limited Pledge of Ginnie Mae Servicing . Buyer acknowledges and agrees that (x) the Seller is entitled to Excess Spread with respect to a given mortgage pool only so long as Buyer is a Ginnie Mae-approved issuer; (y) upon the Buyer’s loss of such approved issuer status, all rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of the Seller’s rights to Excess Spread conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the Ginnie Mae Guide, provided that this sentence shall automatically be deemed amended or modified if and to the extent Ginnie Mae amends the Ginnie Mae Guide, the applicable Acknowledgment Agreement, if any, or published announcements and provided further that the security interest created hereby is subject to the following provision to be included in each

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financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement):

The property subject to the security interest reflected in this instrument includes all of the right, title and interest of PennyMac Holdings, LLC (“ Debtor ”) in certain mortgages and/or participation interests related to such mortgages (“ Pooled Mortgages ”) and all right, title and interest of PennyMac Holdings, LLC in such Pooled Mortgages, and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“ Ginnie Mae ”), pursuant to Section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g);

To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of Ginnie Mae, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and among Ginnie Mae, Debtor and PNMAC GMSR ISSUER TRUST; (iii) applicable Guaranty Agreements and contractual agreements between Ginnie Mae and the Debtor; and (iv) the Ginnie Mae Guide and other applicable guides; and

such rights, powers and prerogatives of Ginnie Mae include, but are not limited to, Ginnie Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well.

Section 4.05 Changes in Locations, Name, etc . Seller shall not (a) change the location of its chief executive office/chief place of business from that specified in Section 3.13 or (b) change its name or identity, unless it shall have given Buyer at least thirty (30) days’ prior written notice thereof and shall have delivered to Buyer all Uniform Commercial Code financing statements and amendments thereto as Buyer shall request and taken all other actions deemed necessary by Buyer to continue its perfected status in the Repurchase Assets with the same or better priority.

Section 4.06 Buyer’s Appointment as Attorney-in-Fact . (a) Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion if an Event of Default shall have occurred and be continuing, for the purpose

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of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to, Seller to do the following:

(i) in the name of Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Repurchase Asset whenever payable;

(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets;

(iii) request distribution to Buyer of a portion of any sale proceeds or any applicable contract termination fees related to Excess Spread arising from the sale or termination of such MSRs and remaining after satisfaction of Seller’s relevant obligations to Ginnie Mae, including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of Seller to Ginnie Mae under the Ginnie Mae Guide that have been allocated to Seller pursuant to the Participation Agreement; and

(iv) (A) to direct any party liable for any payment under any Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Repurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Repurchase Assets or any portion thereof and to enforce any other right in respect of any Repurchase Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Repurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do.

(b) Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until such time as all Obligations have been paid in full and this Agreement is terminated.

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(c) Seller also authorizes Buyer, at any time and from time to time, to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Repurchase Assets.

(d) The powers conferred on Buyer are solely to protect Buyer’s interests in the Repurchase Assets and shall not impose any duty upon Buyer to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Buyer nor any of its officers, directors, or employees shall be responsible to Seller for any act or failure to act hereunder, except for Buyer’s own gross negligence or willful misconduct.

Notwithstanding anything to the contrary herein or any of the other PMH Documents, any appointment set forth in this Section 4.06 shall be subject to the Servicing Contracts and Acknowledgment Agreement entered into with Ginnie Mae.

Section 4.07 Performance by Buyer of Seller’s Obligations . If Seller fails to perform or comply with any of its agreements contained in the PMH Documents and Buyer may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable (under the circumstances) out-of-pocket expenses of Buyer actually incurred in connection with such performance or compliance, together with interest thereon at a rate per annum equal to the Pricing Rate shall be payable by Seller to Buyer on demand and shall constitute Obligations. Such interest shall be computed on the basis of the actual number of days in the Commitment Period and a 360-day year.

Section 4.08 Proceeds . If an Event of Default shall occur and be continuing, (a) all proceeds of Repurchase Assets received by Seller consisting of cash, checks and other liquid assets readily convertible to cash items shall be held by Seller in trust for Buyer, segregated from other funds of Seller, and shall forthwith upon receipt by Seller be turned over to Buyer in the exact form received by Seller (duly endorsed by Seller to Buyer, if required) and (b) any and all such proceeds received by Buyer (whether from Seller or otherwise) may, in the sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Agreement shall have been terminated shall be paid over to Seller or to whomsoever may be lawfully entitled to receive the same. Notwithstanding anything to the contrary herein or in any of the other PMH Documents, the remedies set forth in this Section 4.08 shall be subject to the applicable Servicing Contracts and the Acknowledgement Agreement entered into with Ginnie Mae.

Section 4.09 Remedies . If an Event of Default shall occur and be continuing, Buyer may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code (including without limitation, Buyer’s rights to a strict foreclosure under Section 9-620 of the Uniform Commercial

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Code). Without limiting the generality of the foregoing, Buyer may seek the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of Seller or any of Seller’s property. Without limiting the generality of the foregoing, Buyer may terminate a Participation Interest in accordance with the applicable Participation Agreement. Without limiting the generality of the foregoing, Buyer without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required under this Agreement or by law referred to below) to or upon Seller or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Repurchase Assets, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Repurchase Assets or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of Buyer or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Buyer shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Repurchase Assets so sold, free of any right or equity of redemption in Seller, which right or equity is hereby waived or released. Seller further agrees, at Buyer’s request, to assemble the Repurchase Assets and make it available to Buyer at places which Buyer shall reasonably select, whether at Seller’s premises or elsewhere. Buyer shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable (under the circumstances) out-of-pocket costs and expenses of every kind actually incurred therein or incidental to the care or safekeeping of any of the Repurchase Assets or in any way relating to the Repurchase Assets or the rights of Buyer hereunder, including without limitation reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as Buyer may elect, and only after such application and after the payment by Buyer of any other amount required or permitted by any provision of law, including without limitation Section 9-615 of the Uniform Commercial Code, need Buyer account for the surplus, if any, to Seller. To the extent permitted by Applicable Law, Seller waives all claims, damages and demands it may acquire against Buyer arising out of the exercise by Buyer of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of Buyer. If any notice of a proposed sale or other disposition of Repurchase Assets shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Seller shall remain liable for any deficiency (plus accrued interest thereon as contemplated herein) if the proceeds of any sale or other disposition of the Repurchase Assets are insufficient to pay the Obligations and the fees and disbursements in amounts reasonable under the circumstances, of any attorneys employed by Buyer to collect such deficiency. Notwithstanding anything to the contrary herein or in any of the other PMH Documents, the remedies set forth in this Section 4.09 shall be subject to the applicable Servicing Contracts and the Acknowledgment Agreement entered into with Ginnie Mae.

Section 4.10 Limitation on Duties Regarding Preservation of Repurchase Assets . Buyer’s duty with respect to the custody, safekeeping and physical preservation of the Repurchase Assets in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as Buyer deals with similar property for its own account. Neither Buyer nor any of its directors, officers or employees shall be liable for

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failure to demand, collect or realize upon all or any part of the Repurchase Assets or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Repurchase Assets upon the request of Seller or otherwise.

Section 4.11 Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Repurchase Assets are irrevocable and powers coupled with an interest.

Section 4.12 Release of Security Interest . Upon the latest to occur of (a) the repayment to Buyer of all Obligations and the performance of all obligations under the PMH Documents, and (b) the occurrence of the Termination Date, Buyer shall release its security interest in any remaining Repurchase Assets hereunder and shall promptly execute and deliver to Seller such documents or instruments as Seller shall reasonably request to evidence such release; provided , that such release shall not be required until such time as the Acknowledgment Agreement is terminated.

Section 4.13 Reinstatement . All security interests created by this Article IV shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any Obligation of Seller or Guarantor is rescinded or must otherwise be restored or returned by the Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Seller or Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Seller or Guarantor or any substantial part of its property, or otherwise, all as if such release had not been made.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01 Initial Transaction . The obligation of Buyer to enter into Transactions with the Seller hereunder is subject to the satisfaction, immediately prior to or concurrently with the entering into such Transaction, of the condition precedent that Buyer shall have received all of the following items, each of which shall be satisfactory to Buyer and its counsel in form and substance:

(a) PMH Documents . The PMH Documents, in all instances duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver.

(b) Security Interest . Evidence that all other actions necessary or, in the opinion of Buyer, desirable to perfect and protect Buyer’s interest in the Purchased Assets and Repurchase Assets have been taken, including, without limitation, duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1.

(c) Organizational Documents . A certificate of the corporate secretary of each of Seller and Guarantor in form and substance acceptable to Buyer, attaching certified copies of Seller’s and Guarantor’s charter, bylaws and corporate resolutions approving the PMH Documents and transactions thereunder (either specifically or by general resolution) and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the PMH Documents.

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(d) Good Standing Certificate . A certified copy of a good standing certificate from the jurisdiction of organization of Seller and Guarantor, dated as of no earlier than the date 10 Business Days prior to the Closing Date.

(e) Incumbency Certificate . An incumbency certificate of the corporate secretary of each of Seller and Guarantor, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the PMH Documents.

(f) Participation Agreements . Fully executed copies of the Participation Agreement.

(g) Fees . Payment of any fees to the Buyer hereunder.

Section 5.02 All Transactions . The obligation of Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent:

(a) Due Diligence Review . Without limiting the generality of Section 10.08 hereof, Buyer shall have completed, to its satisfaction, its due diligence review of the related Assets and Seller and Guarantor.

(b) Transaction Notice and Asset Schedule . In accordance with Section 2.02 hereof, Buyer shall have received from Seller a Transaction Notice with an updated Asset Schedule which includes Assets related to a proposed Transaction hereunder on such Business Day.

(c) No Margin Deficit . After giving effect to each new Transaction, the aggregate outstanding amount of the Purchase Price shall not exceed the Asset Base then in effect.

(d) No Default . No Default or Event of Default shall have occurred and be continuing.

(e) Requirements of Law . Buyer shall not have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Buyer to enter into any Transaction.

(f) Representations and Warranties . Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Seller in each PMH Document shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

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(g) Assets . Buyer shall have received a copy of the Participation Agreement, which Buyer shall have determined, prior to entering into the first Transaction related to an Asset that relates to such Participation Agreement, is in form and substance satisfactory to Buyer in its sole discretion.

(h) Participation Certificate . Buyer shall have received the original Participation Certificate registered into the name of the Buyer.

(i) Financing Statements . All financing statements and other documents required to be recorded or filed in order to perfect the Buyer’s security interest in such Assets, and protect such Assets and the other related Assets against all creditors of, and purchasers from, Seller and all other Persons whatsoever have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings have been paid in full.

(j) PC Repurchase Agreement . All conditions to the Buyer entering into a related transaction with the Issuer under the PC Repurchase Agreement have been satisfied.

ARTICLE VI

COVENANTS

Seller covenants and agrees that until the payment and satisfaction in full of all Obligations, whether now existing or arising hereafter, shall have occurred:

Section 6.01 Financial Covenants . Seller shall at all times comply with all financial covenants and/or financial ratios set forth in Section 2 of the PMH Pricing Side Letter.

Section 6.02 Prohibition of Fundamental Changes . Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving entity; and provided further , that if after giving effect thereto, no Default would exist hereunder.

Section 6.03 Weekly Reporting . Seller shall at all times maintain a current list (which may be stored in electronic form) of all Assets. Seller shall deliver to Buyer on the third (3 ^rd ) Business Day of each week (the “ Weekly Report Date ”) a cumulative Asset Schedule as of the last Business Day of the preceding week, each of which, when so delivered, shall replace the current Asset Schedule and which may be delivered in electronic form. As of each Weekly Report Date, Seller hereby certifies, represents and warrants to Buyer that each such updated Asset Schedule is true, complete and correct in all material respects.

Section 6.04 No Adverse Claims . Seller warrants and will defend the right, title and interest of Buyer in and to all Purchased Assets and the related Repurchase Assets against all adverse claims and demands.

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Section 6.05 Assignment . Except as permitted herein, Seller shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Assets or any interest therein, provided that this Section 6.04 shall not prevent any transfer of Purchased Assets in accordance with the Program Agreements.

Section 6.06 Security Interest . Seller shall do all things necessary to preserve the Purchased Assets and the related Repurchase Assets so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Seller will comply with all rules, regulations and other laws of any Governmental Authority and cause the Purchased Assets or the related Repurchase Assets to comply with all applicable rules, regulations and other laws. Seller will not allow any default for which Seller is responsible to occur under any Purchased Assets or the related Repurchase Assets or any PMH Document and Seller shall fully perform or cause to be performed when due all of its obligations under any Purchased Assets or the related Repurchase Assets and any Program Agreement.

Section 6.07 Records . (a) Seller shall collect and maintain or cause to be collected and maintained all Records relating to the Purchased Assets and the related Repurchase Assets in accordance with industry custom and practice for assets similar to the Purchased Assets and the related Repurchase Assets, including those maintained pursuant to Section 6.08 , and all such Records shall be in Seller’s possession unless Buyer otherwise approves. Seller will not allow any such papers, records or files that are an original or an only copy to leave Seller’s possession. Seller will maintain all such Records in good and complete condition in accordance with industry practices for assets similar to the Purchased Assets and the related Repurchase Assets and preserve them against loss.

(b) For so long as Buyer has an interest in or lien on any Purchased Assets or Repurchase Assets, Seller will hold or cause to be held all related Records in trust for Buyer. Seller shall notify, or cause to be notified, every other party holding any such Records of the interests and liens in favor of Buyer granted hereby.

(c) Upon reasonable advance notice from Buyer, Seller shall (x) make any and all such Records available to Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Buyer or its authorized agents to discuss the affairs, finances and accounts of Seller with its chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Seller with its independent certified public accountants.

Section 6.08 Books . Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets to Buyer.

Section 6.09 Material Change in Business . Neither Seller nor Guarantor shall make any material change in the nature of its business as carried on at the Closing Date.

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Section 6.10 Applicable Law . Seller and Guarantor shall comply with the requirements of all Applicable Laws of any Governmental Authority.

Section 6.11 Existence . Each of Seller and Guarantor shall preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises.

Section 6.12 Collections on Purchased MSR Excess Spread . So long as no Event of Default (as such term is defined in the PC Repurchase Agreement) has occurred, Seller shall be permitted to offset, net, withdraw or direct the withdrawal or remittance of any amounts which have been or are to be deposited into the Dedicated Account provided that prior to any offset, net, withdraw or direct the withdrawal or remittance of any such amounts, Seller shall deposit funds into the Dedicated Account until the amounts on deposit therein are at least equal to the Required Reserve Amount for the next succeeding MRA Payment Date. Upon the occurrence of an Event of Default (as such term is defined in the PC Repurchase Agreement), Seller shall be required to deposit or cause to be deposited all amounts constituting Collections and payments and proceeds of Assets (including, without limitation, all fees and proceeds of sale) in the Dedicated Account in accordance with Sections 5.03(a) of the Purchased MSR Excess Spread Participation Agreement without exercising any right of offset, netting or withdrawal. Any remittances to the Dedicated Account pursuant to this Section 6.12 shall only occur to the extent that such funds are free and clear of any Ginnie Mae rights or other restrictions on transfer set forth in the Servicing Contracts.

Section 6.13 Chief Executive Office; Jurisdiction of Organization . Seller shall not move its chief executive office from the address referred to in Section 3.13 or change its jurisdiction of organization from the jurisdiction referred to in Section 3.13 unless it shall have provided Buyer at least thirty (30) days’ prior written notice of such change.

Section 6.14 Taxes . Seller and Guarantor shall timely file all tax returns that are required to be filed by them and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

Section 6.15 True and Correct Information . All required financial statements, information and reports delivered by Seller and Guarantor to Buyer pursuant to this Agreement shall be prepared in accordance with GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

Section 6.16 No Pledge . Except as contemplated herein, neither Seller nor Guarantor shall pledge, grant a security interest or assign any existing or future rights to service any of the Repurchase Assets or to be compensated for servicing any of the Repurchase Assets, or pledge or grant to any other Person any security interest in any Assets.

Section 6.17 Plan Assets . Seller shall not be an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code and Seller shall not use “plan assets” within the meaning of 29 CFR § 2510.3 101, as amended

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by Section 3(42) of ERISA to engage in this Agreement or any Transaction hereunder. Transactions to or with Seller or Guarantor shall not be subject to any state or local statute regulating investments of or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

Section 6.18 Sharing of Information . Seller and Guarantor shall allow Buyer to exchange information related to Seller and Guarantor and the Transactions hereunder with noteholders or other third party lenders or investors and Seller and Guarantor shall permit each such person to share such information with Buyer.

Section 6.19 No Modification of the Participation Agreements . Seller shall not consent, with respect to the Participation Agreement to (i) the modification, amendment or termination of such Participation Agreement, (ii) the waiver of any provision of such Participation Agreement or (iii) the assignment, transfer, or material delegation of any of its rights or obligations, under the Participation Agreement, without the prior written consent of (a) Buyer, exercised in Buyer’s sole discretion, and (b) during the term of the PC Repurchase Agreement, the Issuer, exercised at the written direction of the Indenture Trustee on behalf of the Noteholders.

ARTICLE VII

DEFAULTS/RIGHTS AND REMEDIES OF BUYER UPON DEFAULT

Section 7.01 Events of Default . Each of the following events or circumstances shall constitute an “ Event of Default ”:

(a) Payment Failure . Failure of Seller (which failure continues for a period of two (2) Business Days following written notice (which may be in electronic form) from Buyer) to (i) make any payment of Price Differential or Repurchase Price or any other sum which has become due, on an MRA Payment Date or otherwise, whether by acceleration or otherwise, under the terms of this Agreement, or (ii) cure any Margin Deficit when due pursuant to Section 2.05 hereof.

(b) Assignment . Assignment or attempted assignment by Seller or Guarantor of this Agreement or any rights hereunder without first obtaining the specific written consent of Buyer, or the granting by Seller of any security interest, lien or other encumbrances on any Purchased Assets or Repurchase Assets to any person other than Buyer.

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

(d) Immediate Breach of Representation or Covenant or Obligation . A breach by Seller of any of the representations, warranties or covenants or obligations set forth in Sections 3.01 (Seller and Guarantor Existence), 3.06 (Solvency), 6.02 (Prohibition of Fundamental Changes), 6.11 (Existence), 6.16 (No Pledge), or 6.17 (Plan Assets) of this Agreement.

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(e) Additional Breach of Representation or Covenant . A material breach by Seller or Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 7.01(d) above), if such breach is not cured within thirty (30) days.

(f) Guarantor Breach . A breach by Guarantor of any material representation, warranty or covenant set forth in the PMT Guaranty or any other PMH Document if such breach is not cured within thirty (30) days, any “event of default” by Guarantor under the PMH Guaranty, any repudiation of the PMT Guaranty by Guarantor, or if the PMT Guaranty is not enforceable against Guarantor.

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

(h) Government Action . Any Governmental Authority or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the Property of Seller, Guarantor or any Affiliate thereof, or shall have taken any action to displace the management of Seller, Guarantor or any Affiliate thereof or to curtail its authority in the conduct of the business of Seller, Guarantor or any Affiliate thereof, or takes any action in the nature of enforcement to remove, limit or restrict the approval of Seller, Guarantor or Affiliate thereof as an issuer, buyer or a seller/servicer of Mortgage Loans or securities backed thereby, and such action provided for in this subparagraph (h)  shall not have been discontinued or stayed within thirty (30) days.

(i) Inability to Perform . A Responsible Officer of Seller or Guarantor shall admit its inability to, or its intention not to, perform any of Seller’s Obligations or Guarantor’s obligations hereunder or the PMT Guaranty.

(j) Security Interest . This Agreement shall for any reason cease to create a valid security interest in any material portion of the Repurchase Assets purported to be covered hereby.

(k) Financial Statements . Seller’s or Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Seller or Guarantor as a “going concern” or a reference of similar import.

(l) Validity of Agreement . For any reason, this Agreement at any time shall not be in full force and effect in all material respects or shall not be enforceable in all material respects in accordance with its terms, or any Lien granted pursuant thereto shall fail to be perfected and of first priority, or Seller or any Affiliate of Seller shall seek to disaffirm, terminate, limit or reduce its obligations hereunder or Guarantor’s obligations under the PMT Guaranty.

(m) Improper Transfer of Participation Certificate . Except pursuant to the PC Repurchase Agreement, Seller sells and/or contributes the Participation Certificate to any Person other than the Buyer.

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(n) Trigger Event . A Trigger Event shall have occurred and Seller shall have failed to repay the Purchase Price on account of all Purchased MSR Excess Spread that constitutes Repurchase Assets within three (3) Business Days thereof.

Section 7.02 No Waiver . An Event of Default shall be deemed to be continuing unless expressly waived by the Buyer in writing.

Section 7.03 Due and Payable . Upon the occurrence of any Event of Default which has not been waived in writing by Buyer, Buyer may, by notice to Seller, declare all Obligations to be immediately due and payable, and any obligation of Buyer to enter into Transactions with Seller shall thereupon immediately terminate. Upon such declaration, the Obligations shall become immediately due and payable, both as to Purchase Price outstanding and Price Differential, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything contained herein or other evidence of such Obligations to the contrary notwithstanding, except with respect to any Event of Default set forth in Section 7.01(c) , in which case all Obligations shall automatically become immediately due and payable without the necessity of any notice or other demand, and any obligation of Buyer to enter into Transactions with Seller shall immediately terminate. Buyer may enforce payment of the same and exercise any or all of the rights, powers and remedies possessed by Buyer, whether under this Agreement or any other PMH Document or afforded by Applicable Law.

Section 7.04 Fees . The remedies provided for herein are cumulative and are not exclusive of any other remedies provided by law. Seller agrees to pay to Buyer reasonable attorneys’ fees and reasonable legal expenses incurred in enforcing Buyer’s rights, powers and remedies under this Agreement and each other PMH Document.

Section 7.05 Default Rate . Without regard to whether Buyer has exercised any other rights or remedies hereunder, if an Event of Default shall have occurred and be continuing, the applicable Pricing Rate shall be increased as set forth in the PMH Pricing Side Letter, but in no event shall the Pricing Rate exceed the maximum amount permitted by law.

ARTICLE VIII

ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS;

SEPARATE ACTIONS BY BUYER

Section 8.01 Entire Agreement . This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement of the parties hereto and supersedes any and all prior or contemporaneous agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or any of the PMH Documents, nor consent to the departure by Seller therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which it is given.

Section 8.02 Waivers, Separate Actions by Buyer . Any amendment or waiver effected in accordance with this Article VIII shall be binding upon Buyer and Seller; and Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this

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Agreement or any of the PMH Documents, or to exercise any right or remedy hereunder or thereunder, shall not constitute a waiver by Buyer of any such term, condition or other provision or Default or Event of Default in connection therewith, nor shall a single or partial exercise of any such right or remedy preclude any other or future exercise, or the exercise of any other right or remedy; and any waiver of any such term, condition or other provision or of any such Default or Event of Default shall not affect or alter this Agreement or any of the PMH Documents, and each and every term, condition and other provision of this Agreement and the PMH Documents shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Default or Event of Default in connection therewith. An Event of Default hereunder or under any of the PMH Documents shall be deemed to be continuing unless and until waived in writing by Buyer, as provided in Section 7.02 .

ARTICLE IX

SUCCESSORS AND ASSIGNS

Section 9.01 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, any portion thereof, or any interest therein. Seller shall not have the right to assign all or any part of this Agreement or any interest herein without the prior written consent of Buyer.

ARTICLE X

MISCELLANEOUS

Section 10.01 Survival . This Agreement and the other PMH Documents and all covenants, agreements, representations and warranties herein and therein and in the certificates delivered pursuant hereto and thereto, shall survive the entering into of the Transaction and shall continue in full force and effect so long as any Obligations are outstanding and unpaid.

Section 10.02 Arms-Length Transaction . The parties hereto agree that, notwithstanding any affiliation that may exist between Seller and Buyer, this Agreement and the other PMH Documents between Seller and Buyer shall be administered solely on an arms-length basis.

Section 10.03 Governing Law; Jurisdiction, Waiver of Jury Trial: Waiver of Damages . (a) This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Seller acknowledges that the obligations of Buyer hereunder or otherwise are not the subject of any guaranty by, or recourse to, any direct or indirect parent or other Affiliate of Buyer. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

(b) EACH OF SELLER AND GUARANTOR HEREBY WAIVES TRIAL BY JURY. EACH OF SELLER AND GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF

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NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE PMH DOCUMENTS IN ANY ACTION OR PROCEEDING. EACH OF SELLER AND GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE PMH DOCUMENTS.

(c) Seller further irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Seller at the address set forth in Section 10.04 hereof.

(d) Nothing herein shall affect the right of Buyer to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Seller in any other jurisdiction.

(e) Seller waives the posting of any bond otherwise required of Buyer in connection with any judicial process or proceeding to enforce any judgment or other court order entered in favor of Buyer, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction this Agreement or any of the other PMH Documents.

Section 10.04 Notices . Any and all notices (with the exception of Transaction Notices, which shall be delivered via facsimile only), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

If to Buyer:

PennyMac Loan Services, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Pamela Marsh/Kevin Chamberlain

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

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

kevin.chamberlain@pnmac.com

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with a copy to:

PennyMac Loan Services, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Jeff Grogin

Phone Number: (818) 224-7050

E-mail: jeff.grogin@pnmac.com

If to Seller or Guarantor:

PennyMac Holdings, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Pamela Marsh

Phone Number: (805) 330-6059

E-mail: pamela.marsh@pnmac.com

With copy to:

PennyMac Holdings, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Jeff Grogin

Phone Number: (818) 224-7050

E-mail: jeff.grogin@pnmac.com

Section 10.05 Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In case any provision in or obligation under this Agreement or any other PMH Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 10.06 Section Headings . The Article and Section headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 10.07 Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.08 Periodic Due Diligence Review . Seller and Guarantor acknowledge that Buyer has the right to perform continuing due diligence reviews with respect to Seller and Guarantor and the Assets, for purposes of verifying compliance with the

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representations, warranties and specifications made hereunder, or otherwise, and Seller and Guarantor agree that upon reasonable (but no less than five (5) Business Day’s) prior notice unless an Event of Default shall have occurred, in which case no notice is required, to Seller or Guarantor, Buyer or its authorized representatives will be permitted during normal business hours, and in a manner that does not unreasonably interfere with the ordinary conduct of Seller’s or Guarantor’s business, to examine, inspect, and make copies and extracts of, any and all documents, records, agreements, instruments or information relating to such Assets in the possession or under the control of Seller or Guarantor. Seller and Guarantor also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Assets. Without limiting the generality of the foregoing, Seller and Guarantor acknowledge that Buyer may enter into a Transaction related to any Purchased Assets from Seller based solely upon the information provided by Seller to Buyer in the Asset Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Assets related to a Transaction. Seller and Guarantor agree to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Purchased Assets in the possession, or under the control, of Seller or Guarantor.

Section 10.09 Hypothecation or Pledge of Repurchase Assets . Subject to the applicable Acknowledgment Agreement, Buyer shall have free and unrestricted use of all Repurchase Assets and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with all or a portion of the Repurchase Assets or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating all or a portion of the Repurchase Assets.

Section 10.10 Non-Confidentiality of Tax Treatment . (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller and Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer, Seller or Guarantor, as applicable, except for (i) disclosure to Buyer’s, Seller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, but not limited to, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other PMH Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Buyer.

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(b) Notwithstanding anything in this Agreement to the contrary, Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Repurchase Assets and/or any applicable terms of this Agreement (the “ Confidential Information ”). Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “ GLB Act ”), and Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate which Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Seller. Seller shall notify Buyer promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate provided directly to Seller by Buyer or an Affiliate. Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Section 10.11 Set-off . In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Seller or Guarantor, any such notice being expressly waived by Seller and Guarantor to the extent permitted by Applicable Law to set-off and appropriate and apply against any Obligation from Seller, Guarantor or any Affiliate thereof to Buyer any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return funds to Seller), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer to or for the credit or the account of Seller, Guarantor or any Affiliate thereof. Buyer agrees promptly to notify Seller or Guarantor after any such set off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set off and application.

Section 10.12 Intent . (a) The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended and that all payments hereunder are deemed “margin payments” or “settlement payments” as defined in Title 11 of the United States Code.

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(b) It is understood that either party’s right to liquidate Purchased Assets delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Section 7.03 hereof is a contractual right to liquidate such Transaction as described in Section 555 of Title 11 of the United States Code, as amended.

(c) The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended from time to time (“ FDIA ”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable).

(d) It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“ FDICIA ”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(e) This Agreement is intended to be a “repurchase agreement” and a “securities contract,” within the meaning of Section 555 under the Bankruptcy Code.

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IN WITNESS WHEREOF, Seller, Guarantor and Buyer have caused this Master Repurchase Agreement to be executed and delivered by their duly authorized officers or trustees as of the date first above written.

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SCHEDULE 1

REPRESENTATIONS AND WARRANTIES REGARDING

PARTICIPATION CERTIFICATE

The Seller makes the following representations and warranties to the Buyer, with respect to Participation Certificate subject to a Transaction, as of the date of this Agreement, the date of any Transaction, and while the PMH Documents are in full force and effect. The representations and warranties shall be limited to Participation Certificates that are acquired on or after the date of this Agreement. For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to the Participation Certificate if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Participation Certificate.

(a) The Participation Certificate is a Participation Interest in the Excess Spread evidenced by such Participation Certificate.

(b) Seller has good and marketable title to, and is the sole owner and holder of, such Participation Certificate. Seller is transferring such Participation Certificate free and clear of any and all liens, pledges, encumbrances, charges, security interests or any other ownership interests of any nature encumbering such Participation Certificate, other than the first priority security interest of Buyer granted pursuant to this Agreement, and no Participation Certificate document is subject to any assignment, participation, or pledge, except as provided pursuant to this Agreement.

(c) No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to such Participation Certificate, the related Excess Spread, (ii) material non-monetary default, breach or violation exists with respect to such Participation Certificate and the related Excess Spread, or (iii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration.

(d) The Participation Certificate (i) is not dealt in or traded on a securities exchange or in a securities market, (ii) does not by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is not investment property or (iv) is not held in a deposit account. For purposes of this paragraph (d) , capitalized terms undefined in this Agreement have the meaning given to such term in the Uniform Commercial Code.

(e) The Participation Certificate constitutes all the issued and outstanding Participation Interests of all classes issued pursuant to the Participation Agreement and is certificated.

(f) The Participation Certificate has been duly and validly issued.

Schedule 1-1

(g) All consents of any Person required for the grant of the security interests in the Participation Certificate to Buyer provided for herein have been obtained and are in full force and effect.

(h) Upon delivery to the Buyer of the Participation Certificate (and assuming the continuing possession by the Buyer of such certificate in accordance with the requirements of Applicable Law) and the filing of a financing statement covering the Participation Certificate in the State of Delaware and naming the Seller as debtor and the Buyer as secured party, Seller has pledged to Buyer all of its right, title and interest to the Participation Certificate to Buyer. The Lien granted hereunder is a first priority Lien in the Participation Certificate.

(i) The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Participation Agreement without the consent of Buyer.

(j) The Participation Certificate is an Eligible Asset.

(k) Participation Agreement .

(i) The Participation Agreement with respect to the Assets is in full force and effect and, except to the extent approved in writing by Buyer, the terms of the Participation Agreement have not been impaired, altered or modified in any respect.

(ii) A true and correct copy of the Participation Agreement has been delivered to Buyer.

(iii) Seller has complied with all terms of the Participation Agreement subject to a Transaction hereunder and has fulfilled all obligations with respect thereto.

(iv) Except to the extent approved in writing by Buyer, there is no material default, breach, violation or event of acceleration existing under the Participation Agreement and no event has occurred which, with the passage of time or giving of notice or both and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of termination thereunder, and Seller has not waived any such default, breach, violation or event of termination.

(v) The Participation Agreement is genuine, and is the legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, by other insolvency laws or by general principles of equity. Seller had legal capacity to enter into the Participation Agreement, and the Participation Agreement has been duly and properly executed by Seller.

(vi) Pursuant to the Participation Agreement, to the extent the sale would be re-characterized, Seller grants to the holder a valid security interest in all the right, title and interest of Seller in and to the Excess Spread, which security interest is perfected and of first priority, enforceable against, creating an interest prior in right to, all creditors of Seller.

Schedule 1-2

SCHEDULE 2

PARTICIPATION AGREEMENT AND PARTICIPATION CERTIFICATE

Participation Agreement

Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2016, between PennyMac Holdings, LLC and PennyMac Loan Services, LLC, as amended, restated or modified from time to time

Participation Certificate

Purchased MSR Excess Spread PC

Schedule 2-1

SCHEDULE 3

RESPONSIBLE OFFICERS – SELLER

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Responsible Officers for execution of PMH Documents and amendments

Responsible Officers for execution of Transaction Notices and day-to-day operational functions

RESPONSIBLE OFFICERS - GUARANTOR

Schedule 3-1

EXHIBIT A

FORM OF TRANSACTION NOTICE

Dated: [                      ]

PennyMac Loan Services, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Pamela Marsh/Kevin Chamberlain

TRANSACTION NOTICE

Ladies and Gentlemen:

We refer to the Master Repurchase Agreement, dated as of December 19, 2016 (the “ Agreement ”), among PennyMac Holdings, LLC (the “ Seller ”), PennyMac Loan Services, LLC (the “ Buyer ”) and PennyMac Mortgage Investment Trust (the “ Guarantor ”). Each capitalized term used but not defined herein shall have the meaning specified in the Agreement. This notice is being delivered by Seller pursuant to Section 2.02 of the Agreement.

Please be notified that Seller hereby irrevocably requests that the Buyer enter into the following Transaction(s) with the Seller as follows:

The requested Purchase Date is                      .

Seller requests that the proceeds of the Purchase Price be deposited in Seller’s account at                      , ABA Number                      , account number                      , References:                      , Attn:                                   .

Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the PMH Documents to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be subject to the requested Transaction.

Exhibit B-1

Exhibit B-2

[ Asset Schedule ]

Exhibit B-3

Exhibit 10.3

EXECUTION VERSION

GUARANTY

by

PENNYMAC MORTGAGE

INVESTMENT TRUST, as guarantor

Dated as of December 19, 2016

TABLE OF CONTENTS

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GUARANTY

This GUARANTY, dated as of December 19, 2016 (as may be amended, restated, supplemented or otherwise modified from time to time, this “ Guaranty ”), is made by PENNYMAC MORTGAGE INVESTMENT TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “ Guarantor ”), in favor of PENNYMAC LOAN SERVICES, LLC (“ PLS ”), a limited liability company organized under the laws of the State of Delaware (the “ Buyer ”).

RECITALS

WHEREAS, pursuant to the Master Repurchase Agreement, dated as of December 19, 2016 (as may be amended, restated, supplemented or otherwise modified from time to time, the “ PMH Repurchase Agreement ”), among PennyMac Holdings, LLC (“ PMH ” or the “ Seller ”), the Guarantor and the Buyer, dated as of December 19, 2016, the Buyer has agreed from time to time to enter into Transactions with the Seller. It is a condition precedent to the obligation of the Buyer to enter into Transactions with the Seller under the PMH Repurchase Agreement that the Guarantor shall have executed and delivered this Guaranty to the Buyer;

WHEREAS, as a condition precedent to entering into the PMH Repurchase Agreement, the Guarantor is required to execute and deliver this Guaranty;

WHEREAS, the Guarantor will receive a benefit, either directly or indirectly from the Seller for entering into this Guaranty;

WHEREAS, PMH and PNMAC GMSR ISSUER TRUST, a statutory trust organized under the laws of the State of Delaware (the “ Issuer ”) entered into that certain Subordination, Acknowledgement and Pledge Agreement, dated as of December 19, 2016 (the “ PMH Subordination Agreement ”);

WHEREAS, pursuant to the Master Repurchase Agreement, dated as of December 19, 2016, among PLS, as the seller, the Issuer, as the buyer, and Private National Mortgage Acceptance Company, LLC, as the guarantor, PLS has sold to the Issuer all of its right, title and interest in, to and under the Purchased MSR Excess Spread PC; and

WHEREAS, pursuant to the Base Indenture, dated as of December 19, 2016, among the Issuer, as issuer, the Buyer, as servicer and as administrator, Citibank, N.A., as indenture trustee (in such capacity, the “ Indenture Trustee ”), calculation agent, paying agent and securities intermediary, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent, and Pentalpha Surveillance LLC, as credit manager (together with all schedules and exhibits thereto, as may be amended, restated, supplemented or otherwise modified from time to time, the “ Base Indenture ,” and collectively with each supplement to the Base Indenture executed and delivered in conjunction with the issuance of the related Series of Notes, including the schedules and exhibits thereto, the “ Indenture ”), the Issuer will grant to the Indenture Trustee for the benefit and security of the holders of the notes issued under the Indenture (the “ Noteholders ”) and the Indenture Trustee, in its individual capacity (the Noteholder and the Indenture Trustee, together, the “ Secured Parties ”), a security interest in all its right, title and interest in and to the PMH Repurchase Agreement and this Guaranty, as assignee of PLS.

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

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

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

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

(b) The Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the later of (i) the termination of the PMH Repurchase Agreement and (ii) the Obligations are paid in full, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.

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

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

3. Right of Set-off . The Buyer is hereby irrevocably authorized at any time and from time to time without notice to the Guarantor, any such notice being hereby waived by

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the Guarantor, to set-off and appropriate and apply any and all monies and other property of the Guarantor, deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Buyer of any Affiliate thereof to or for the credit or the account of the Guarantor, or any part thereof in such amounts as the Buyer may elect, on account of the Obligations and liabilities of the Guarantor hereunder and claims of every nature and description of the Buyer against the Guarantor, in any currency, whether arising hereunder, under the PMH Repurchase Agreement or otherwise, as the Buyer may elect, whether or not the Buyer has made any demand for payment and although such Obligations and liabilities and claims may be contingent or unmatured. The Buyer shall notify the Guarantor promptly of any such set-off and the application made by the Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Buyer under this paragraph are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Buyer may have.

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

5. Amendments, etc . with Respect to the Obligations . The Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Guarantor, and without notice to or further assent by the Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Buyer, and the PMH Repurchase Agreement, and the other PMH Documents and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against the Guarantor, the Buyer may, but shall be under no obligation to, make a similar demand on the

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Seller and any failure by the Buyer to make any such demand or to collect any payments from the Seller or any release of the Seller shall not relieve the Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against the Guarantor. For the purposes hereof “demand” shall include, but is not limited to, the commencement and continuance of any legal proceedings.

6. Guaranty Absolute and Unconditional . (a) The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this Guaranty; and all dealings between the Seller or the Guarantor, on the one hand, and the Buyer, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of the PMH Repurchase Agreement, the other PMH Documents, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Seller or the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller for the Obligations, or of the Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that they may have against the Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against the Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and their successors and assigns thereof, and shall inure to the benefit of the Buyer, and successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the PMH Repurchase Agreement the Seller may be free from any Obligations.

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

(i) The Guarantor hereby waives any defense arising by reason of, and any and all right to assert against the Buyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes the Guarantor’s (x) subrogation rights, (y) rights to proceed against

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the Seller or any other guarantor for reimbursement or contribution, and/or (z) any other rights of the Guarantor to proceed against the Seller, against any other guarantor, or against any other person or security.

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

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

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

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

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

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

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

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

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

14. Notices . Notices delivered in connection with this Guaranty shall be given in accordance with Section 10.04 of the PMH Repurchase Agreement.

15. Governing Law; Jurisdiction; Waivers .

(a) THIS GUARANTY AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS GUARANTY, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) THE GUARANTOR SUBMITS ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY, OR FOR

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RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(c) THE GUARANTOR CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(d) THE GUARANTOR AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING, EXCEPT THAT WITH RESPECT TO THE INDENTURE TRUSTEE, CALCULATION AGENT, PAYING AGENT AND SECURITIES INTERMEDIARY, SERVICE OF PROCESS MAY ONLY BE MADE AS REQUIRED BY APPLICABLE LAW;

(e) THE GUARANTOR AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(f) THE GUARANTOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Integration; Counterparts . This Guaranty represents the agreement of the Guarantor with respect to the subject matter hereof, and there are no promises or representations by the Buyer relative to the subject matter hereof not reflected herein. This Guaranty may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Guaranty.

17. Third Party Beneficiaries . Each of the Secured Parties and the Administrative Agent shall be a third party beneficiary of this Guaranty and shall be entitled to enforce the Guarantor’s Obligations hereunder to the same extent as if it was a signatory hereto.

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18. Acknowledgments . The Guarantor hereby acknowledges that:

(a) The Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other PMH Documents;

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

(c) no joint venture exists between the Buyer and the Guarantor or among the Buyer, the Seller and the Guarantor;

(d) this Guaranty is “a security agreement or arrangement or other credit enhancement” that is “related to” and provided “in connection with” the PMH Repurchase Agreement and each Transaction thereunder and is within the meaning of Sections 101(38A)(A) and 741(7)(A)(xi) of the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq. , as amended (the “ Bankruptcy Code ”), and is therefore, to the extent of damages in connection with the PMH Repurchase Agreement, measured in accordance with Section 562 of the Bankruptcy Code, (i) a “securities contract” as that term is defined in Section 741(7)(A)(xi) of the Bankruptcy Code and (ii) a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy Code; and

(e) The Buyer’s right to cause the termination, liquidation or acceleration of, or to offset or net termination values, payment amounts or other transfer obligations arising under or in connection with the PMH Repurchase Agreement and this Guaranty is in each case a contractual right to cause the termination, liquidation or acceleration of, or to offset or net termination values, payment amounts or other transfer obligations arising under or in connection with this Guaranty as described in Sections 362(b)(6), 362(b)(27), 555 and/or 561 of the Bankruptcy Code.

[Signature page follows]

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

Signature Page to Guaranty

Exhibit 10.4

EXECUTION VERSION

SUBORDINATION, ACKNOWLEDGMENT AND PLEDGE AGREEMENT

between

PNMAC GMSR ISSUER TRUST, as Buyer (“Buyer”)

and

PENNYMAC HOLDINGS, LLC, as Pledgor (“Pledgor”)

Dated as of December 19, 2016

TABLE OF CONTENTS

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-ii-

SCHEDULES

Schedule 1 – Responsible Officers of Pledgor

EXHIBITS

Exhibit A – Form of Power of Attorney (Buyer)

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SUBORDINATION, ACKNOWLEDGMENT AND PLEDGE AGREEMENT

This Subordination, Acknowledgment and Pledge Agreement (as the same may be amended, modified, restated or supplemented from time to time, this “ Agreement ”) is made as of December 19, 2016, between PNMAC GMSR ISSUER TRUST (the “ Buyer ”), and PENNYMAC HOLDINGS, LLC, as Pledgor (the “ Pledgor ”).

W I T N E S S E T H:

WHEREAS , PennyMac Loan Services, LLC (“ PLS ”) is the servicer under the Servicing Contracts (as defined in the PC Repurchase Agreement (as defined below)) related to certain MSRs (as defined in the PC Repurchase Agreement) and has sold and desires, subject to the consent of the Buyer, to sell from time to time to Pledgor all of PLS’s right, title and interest in and to the Purchased MSR Excess Spread, as evidenced by a participation certificate (the “ Purchased MSR Excess Spread PC ”) created pursuant to the Master Spread Acquisition Agreement (as defined below);

WHEREAS , pursuant to that certain master repurchase agreement, dated as of December 19, 2016, among the Pledgor, as seller, PLS, as buyer, and PennyMac Mortgage Investment Trust, as guarantor (the “ PMT Guarantor ”) (as amended, restated, supplemented or otherwise modified from time to time, the “ PMH Repurchase Agreement ”), the Pledgor sold the Purchased MSR Excess Spread PC to PLS, subject to its right to repurchase such Purchased MSR Excess Spread PC;

WHEREAS , PLS has entered into that certain master repurchase agreement, dated as of December 19, 2016, among PLS, as seller, Private National Mortgage Acceptance Company, LLC, as guarantor (the “ Guarantor ”), and the Buyer, as buyer (as amended, restated, supplemented or otherwise modified from time to time, the “ PC Repurchase Agreement ”);

WHEREAS , pursuant to the PC Repurchase Agreement, PLS has sold to the Buyer all of its right, title and interest in, to and under Purchased MSR Excess Spread PC;

WHEREAS , in part, to finance its purchase of the Purchased MSR Excess Spread PC pursuant to the PMH Repurchase Agreement, PLS has entered into that certain Indenture, dated as of December 19, 2016, among Buyer, as issuer, Citibank, N.A. (“ Citibank ”), as indenture trustee, calculation agent, paying agent and securities intermediary (in all such capacities, the “ Indenture Trustee ”), PLS, as servicer and as administrator, Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “ Administrative Agent ”), and Pentalpha Surveillance LLC, as credit manager (the “ Credit Manager ”) (as amended, restated, supplemented or otherwise modified from time to time, the “ Indenture ”);

WHEREAS , pursuant to the terms of the Indenture, subject to the interests of Ginnie Mae (as defined below) as set forth in the Acknowledgment Agreement (as defined in the PC Repurchase Agreement), the Buyer has granted to the Indenture Trustee for the benefit and security of the Noteholders (as defined in the Indenture) and the Indenture Trustee, in its individual capacity (each, a “ Secured Party ” and collectively, the “ Secured Parties ”), a security interest in all its right, title and interest in certain MSRs (as defined in the PC Repurchase Agreement), including the Purchased MSR Excess Spread, evidenced by the Purchased MSR Excess Spread PC;

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WHEREAS , the sale of any Purchased MSR Excess Spread is subject to and subordinate to the Issuer’s rights under the PC Repurchase Agreement and the Issuer’s security interest in the Purchased MSR Excess Spread and the Purchased MSR Excess Spread PC; and

WHEREAS , Buyer has agreed to consent to the sale of the Purchased MSR Excess Spread by PLS to the Pledgor and the creation of the Purchased MSR Excess Spread PC in consideration of such sale being made subject and subordinate to the Buyer’s Lien on the MSRs including the Purchased MSR Excess Spread and its ownership of the Purchased MSR Excess Spread PC.

NOW, THEREFORE , in consideration of the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Pledgor hereby agree as follows.

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms . Capitalized terms used herein shall have the indicated meanings set forth in this Section  1.01 . Any capitalized terms used and not defined herein shall have the meaning set forth in the PC Repurchase Agreement.

“ Act ” has the meaning set forth in Section 9.10(b) hereof.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person; provided , however , that in respect of PLS or PNMAC, the term “Affiliate” shall include only PNMAC and its wholly owned subsidiaries, and in respect of PMH or PMIT, the term “Affiliate” shall include only PMIT and its wholly owned subsidiaries

“ Agreement ” means this Subordination, Acknowledgment and Pledge Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“ Asset ” means the Purchased MSR Excess Spread PC and any Purchased MSR Excess Spread related thereto.

“ Bank ” has the meaning set forth in Section 9.14 hereof.

“ Buyer ” means PNMAC GMSR ISSUER TRUST, together with its successors, and any assignee of and Participant or Transferee under the PC Repurchase Agreement.

“ Collateral ” has the meaning assigned to such term in Section  2.01 hereof.

“ Confidential Information ” has the meaning set forth in Section 9.10(b) hereof.

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“ EO13224 ” has the meaning set forth in Section  4.22 hereof.

“ ERISA Event of Termination ” means with respect to Pledgor (i) with respect to any Plan, a reportable event, as defined in Section 4043 of ERISA, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified with thirty (30) days of the occurrence of such event, or (ii) the withdrawal of Pledgor or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by Pledgor or any ERISA Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code (or Section 430(j) of the Code as amended by the Pension Protection Act) or Section 302(e) of ERISA (or Section 303(j) of ERISA, as amended by the Pension Protection Act), or (iv) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Pledgor or any ERISA Affiliate thereof to terminate any plan, or (v) the failure to meet requirements of Section 436 of the Code resulting in the loss of qualified status under Section 401(a)(29) of the Code, or (vi) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (vii) the receipt by Pledgor or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (vi) has been taken by the PBGC with respect to such Multiemployer Plan, or (viii) any event or circumstance exists which may reasonably be expected to constitute grounds for Pledgor or any ERISA Affiliate thereof to incur liability under Title IV of ERISA or under Sections 412(b) or 430(k) of the Code with respect to any Plan.

“ Fidelity Insurance ” means insurance coverage with respect to employee errors, omissions, dishonesty, forgery, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to Pledgor’s regulators.

“ Financial Statement Date ” has the meaning set forth in Section  4.05 hereof.

“ GAAP ” means U.S. generally accepted accounting principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its successors, as in effect from time to time, and (ii) applied consistently with principles applied to past financial statements of Seller and its subsidiaries; provided , that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) that such principles have been properly applied in preparing such financial statements.

“ Ginnie Mae ” means the Government National Mortgage Association and any successor thereto.

“ Ginnie Mae Acquisition Date ” means any date on which the Pledgor acquires portfolio excess spread on account of MSRs.

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“ Ginnie Mae Guide ” means the Ginnie Mae Mortgage-Backed Securities Guide, Handbook 5500.3, Rev. 1, as amended from time to time, and any related announcements, directives and correspondence issued by Ginnie Mae.

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

“ Master Spread Acquisition Agreement ” means the Second Amended and Restated Acquisition and MSR Servicing Agreement, dated as of December 19, 2016, between PLS and Pledgor, as amended, restated, supplemented or otherwise modified from time to time and the Participation Certificates issued thereunder from time to time

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of Pledgor; (b) a material impairment of the ability of Pledgor to perform under this Agreement and to avoid any Trigger Event; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement against Pledgor.

“ MBS ” means collateralized mortgage obligations and other mortgage-backed securities.

“ Obligations ” means all obligations and liabilities of PLS to Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with the PC Repurchase Agreement and any other related documents or agreement made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.

“ OFAC ” has the meaning set forth in Section  4.22 hereof.

“ Participation Certificate ” means the Purchased MSR Excess Spread PC and any other participation certificate issued and delivered in connection with the Master Spread Acquisition Agreement.

“ PC Repurchase Agreement ” has the meaning assigned to such term in the recitals to this Agreement.

“ PC Repurchase Documents ” means the “Program Agreements” as such term is defined in the PC Repurchase Agreement.

“ Pledgor ” means PennyMac Holdings, LLC or its permitted successors and assigns.

“ Pledgor Guarantor ” means PennyMac Mortgage Investment Trust or its permitted successors and assigns.

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“ Pledgor Guaranty Agreement ” means that certain Guaranty, dated as of December 19, 2016, made by Pledgor Guarantor for the benefit of the Buyer, as amended, supplemented and restated from time to time.

“ PMH Repurchase Agreement ” has the meaning assigned to such term in the recitals to this Agreement.

“ PMIT ” means PennyMac Mortgage Investment Trust.

“ PNMAC ” means Private National Mortgage Acceptance Company, LLC.

“ Potential Trigger Event ” means an event, condition or default that, with the giving of notice, the passage of time, or both, would constitute a Trigger Event.

“ Power of Attorney ” has the meaning set forth in Section  2.06(e) hereof.

“ Prohibited Person ” has the meaning set forth in Section  4.22 hereof.

“ Property ” has the meaning assigned to such term in the PC Repurchase Agreement.

“ Records ” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Pledgor, Servicer, or any other person or entity with respect to the Assets or any other Collateral.

“ REIT ” means a real estate investment trust, as defined in Section 856 of the Code.

“ Responsible Officer ” means as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer or treasurer of such Person. The Responsible Officers of Pledgor as of the date hereof are listed on Schedule 1 hereto.

“ Servicer ” means PennyMac Loan Services, LLC.

“ Subordinated Lender ” means PennyMac Loan Services, LLC, in its capacity as buyer under the PMH Repurchase Agreement.

“ Trigger Event ” has the meaning assigned to such term in Section  6.01 hereof.

Section 1.02 Other Defined Terms . (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting. All references to Sections, subsections, Articles and Exhibits shall be to Sections, subsections, and Articles of, and Exhibits to, this Agreement unless otherwise specifically provided.

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(b) In the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

ARTICLE II

COLLATERAL SECURITY

Section 2.01 Collateral; Security Interest . (a) All of Pledgor’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “ Collateral ”:

(i) all Purchased MSR Excess Spread arising under or related to the Purchased MSR Excess Spread PC;

(ii) all rights to payment of amounts due under the Master Spread Acquisition Agreement on account of, or related to, the Purchased MSR Excess Spread PC;

(iii) all Assets, including the related Participation Certificates, arising under or relating to the Master Spread Acquisition Agreement and all rights thereunder;

(iv) all rights to reimbursement of Assets and/or amounts due in respect thereof under the related Servicing Contract;

(v) any rights in the Dedicated Account, and to amounts on deposit therein;

(vi) any rights in the Portfolio Spread Custodial Account, and to the amounts on deposit therein;

(vii) all records, instruments or other documentation evidencing any of the foregoing;

(viii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Pledgor’s rights, title and interest in and under the Purchased MSR Excess Spread and Servicing Contracts); and

(ix) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.

(b) In consideration of the agreements described in the Recitals hereto, Pledgor hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral to Buyer to secure the Obligations. Pledgor agrees to mark its computer records and tapes to evidence the interests granted to Buyer hereunder.

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(c) Pledgor acknowledges and agrees that it has purchased the Collateral from the Servicer, subject to the first priority Lien of the Buyer, and that its rights with respect to the Collateral are and shall continue to be at all times junior and subordinate to the rights of Buyer under the Repurchase Documents.

Section 2.02 Further Documentation . At any time and from time to time, upon the written request of Buyer, and at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Buyer may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any applicable jurisdiction with respect to the Liens created hereby. Pledgor also hereby authorizes Buyer to file any such financing or continuation statement to the extent permitted by applicable law.

Section 2.03 Participation Certificate . With respect to any Collateral that constitutes a Participation Certificate, Buyer shall have received the original Participation Certificate registered into the name of the Buyer or its designee or pledgee.

Section 2.04 Limited Pledge of Ginnie Mae Servicing . To the extent that the pledge of the Pledgor’s right, title and interest in the Purchased MSR Excess Spread shall at any time be included within the MSRs, the Pledgor and Buyer each acknowledges and agrees that prior to the occurrence of an Event of Default, (x) PLS is entitled to servicing income with respect to a given mortgage pool only so long as PLS is a Ginnie Mae approved issuer; (y) upon PLS’s loss of such approved issuer status, PLS’s rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of the Pledgor’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the Ginnie Mae Contract, provided , that this sentence shall automatically be deemed amended or modified if and to the extent Ginnie Mae amends the Ginnie Mae Contract, the applicable Acknowledgment Agreement, if any, or published announcements and, provided , further , that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement):

(1) The property subject to the security interest reflected in this instrument includes all of the right, title and interest of PennyMac Loan Services, LLC (“ Debtor ”) in certain mortgages and/or participation interests related to such mortgages (“ Pooled Mortgages ”) and all right, title and interest of PennyMac Holdings, LLC in such Pooled Mortgages, and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“ Ginnie Mae ”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g);

(2) To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such

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security interest is subject and subordinate to all rights, powers and prerogatives of Ginnie Mae, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement, dated as of December 19, 2016, with respect to the Security Interest, by and among Ginnie Mae, Debtor and Indenture Trustee; (iii) applicable Guaranty Agreements and contractual agreements between Ginnie Mae and Debtor; and (iv) the Ginnie Mae Contract and other applicable guides;

(3) Such rights, powers and prerogatives of Ginnie Mae include, but are not limited to, Ginnie Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of Debtor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well; and

(4) For purposes of clarification, “subject and subordinate” in clause (2) above means, among other things, that any cash held by the Indenture Trustee as collateral and any cash proceeds received by the Indenture Trustee in respect of any sale or other disposition of, collection from, or other realization upon, all or any part of the collateral may only be applied by the Indenture Trustee to the extent that such proceeds have been received by, or for the account of, the Debtor free and clear of all Ginnie Mae rights and other restrictions on transfer under applicable Ginnie Mae guidelines; provided that this clause (4) shall not be interpreted as establishing rights in favor of Ginnie Mae except to the extent that such rights are reflected in, or arise under, the Ginnie Mae Contract.

Section 2.05 Changes in Locations, Name, etc. Pledgor shall not (a) change the location of its chief executive office/chief place of business from that specified in Section  4.15 or (b) change its name or identity, unless it shall have given Buyer at least thirty (30) days’ prior written notice thereof and shall have delivered to Buyer all Uniform Commercial Code financing statements and amendments thereto as Buyer shall request and taken all other actions deemed necessary by Buyer to continue its perfected status in the Collateral with the same or better priority.

Section 2.06 Buyer’s Appointment as Attorney-in-Fact . (a) Pledgor hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor and in the name of Pledgor or in its own name, from time to time in Buyer’s discretion if an Event of Default or Trigger Event shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement, to take any and all

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appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Pledgor hereby gives Buyer the power and right, on behalf of Pledgor, without assent by, but with notice to, Pledgor to do the following:

(i) in the name of Pledgor or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Collateral whenever payable;

(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

(iii) to the extent permitted under the Master Spread Acquisition Agreement, and under the Servicing Contracts and the Acknowledgment Agreement, to request that MSRs be transferred to another servicer approved by Ginnie Mae and perform (without assuming or being deemed to have assumed any of the obligations of Servicer thereunder) all aspects of each Servicing Contract to which the Purchased MSR Excess Spread relates;

(iv) to request distribution to Buyer of sale proceeds or any applicable contract termination fees arising from the sale or termination of such MSRs to the extent of the Purchased MSR Excess Spread and remaining after satisfaction of Servicer’s relevant obligations to Ginnie Mae (but only to the extent that such funds are payable to Seller free and clear of Ginnie Mae’s rights or other restrictions on transfer set forth in such Servicing Contract), including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of Servicer to Ginnie Mae under the Ginnie Mae Contract;

(v) to deal with third parties, including, without limitation, investors, guarantors and any and all subservicers and master servicers in respect of any of the Collateral in the same manner and with the same effect as if done by Pledgor;

(vi) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate;

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and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Pledgor’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Collateral and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Pledgor might do.

(b) Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until such time as all Obligations have been paid in full and this Agreement is terminated.

(c) Pledgor also authorizes Buyer, at any time and from time to time, to execute, in connection with any sale provided for in Section  2.08 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(d) The powers conferred on Buyer are solely to protect Buyer’s interests in the Collateral and shall not impose any duty upon Buyer to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Buyer nor any of its officers, directors, or employees shall be responsible to Pledgor for any act or failure to act hereunder, except for Buyer’s own gross negligence or willful misconduct.

(e) In addition to the foregoing, Pledgor agrees to execute a power of attorney (the “ Power of Attorney ”) in favor of Buyer in the form of Exhibit A hereto to be delivered on the date hereof.

(f) Notwithstanding anything to the contrary herein or in any of the other Program Agreements, any appointment set forth in this Section  2.06 , as well as Buyer’s exercise (or purported exercise) of any right, power or authority given by Pledgor hereunder, shall be subject to the Ginnie Mae Contract and the Acknowledgment Agreement.

Section 2.07 Proceeds .

(a) If an Event of Default under the PC Repurchase Agreement shall occur and be continuing, (i) all proceeds of Collateral received by Pledgor consisting of cash, checks and other liquid assets readily convertible to cash items shall be held by Pledgor in trust for Buyer, segregated from other funds of Pledgor, and shall forthwith upon receipt by Pledgor be remitted to the Dedicated Account in the exact form received by Pledgor (duly endorsed by Pledgor to Buyer, if required) and (ii) any and all such proceeds received by Buyer (whether from Pledgor or otherwise) may, in the sole discretion of Buyer, be held by Buyer as collateral security for, and/or then or at any time thereafter may be applied by Buyer against, the Obligations (whether matured or unmatured), such application to be in such order as Buyer shall elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this Agreement shall have been terminated shall be remitted in accordance with Repurchase Documents. For the avoidance of doubt, the Servicer shall be solely responsible for remitting to the Pledgor any amounts owed the Pledgor. In no event shall the Buyer be accountable to the Pledgor for any excess proceeds, which the Pledgor acknowledges, may be remitted by the Buyer in accordance with the Repurchase Documents.

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(b) Each of Pledgor and Servicer acknowledges and agrees that all amounts with respect to Purchased MSR Excess Spread and related MSRs shall be remitted by Servicer to the Dedicated Account to be applied by Buyer in accordance with the terms of the PC Repurchase Agreement.

Section 2.08 Remedies . If an Event of Default shall occur and be continuing, Buyer shall have the right to exercise any or all of the following rights and remedies:

(a) Buyer may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, any rights otherwise available to it under applicable federal, state, foreign and local laws, whether existing at law, in equity or by statute, including, without limitation, all rights and remedies available to a purchaser/secured party under the Uniform Commercial Code.

(b) Without limiting the generality of the foregoing, Buyer may seek the appointment of a receiver, liquidator, conservator, trustee, or similar official in respect of any of the Collateral.

(c) Without limiting the generality of the foregoing, Buyer without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required under this Agreement or by law referred to below) to or upon Pledgor or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of Buyer or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Buyer shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released.

(d) Buyer may demand that Pledgor assemble the Collateral and make it available to Buyer at places which Buyer shall reasonably select, whether at Pledgor’s premises or elsewhere.

(e) Buyer shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable (under the circumstances) out-of-pocket costs and expenses of every kind actually incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Buyer hereunder, including without limitation reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as Buyer may elect, and only after such application and after the payment by Buyer of any other

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amount required or permitted by any provision of law, including without limitation Section 9-615 of the Uniform Commercial Code, need Buyer account for the surplus, if any, to the Servicer as agent for the Pledgor.

(f) To the extent that there are any excess proceeds resulting from any collection, recovery, receipt, appropriation, realization or sale of the Collateral by Buyer after satisfaction of all Obligations, Buyer shall remit such excess to the Servicer.

(g) To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Buyer arising out of the exercise by Buyer of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of Buyer. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

(h) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Pledgor hereby expressly waives, to the extent permitted by law, any right Pledgor might otherwise have to require Buyer to enforce its rights by judicial process. Buyer also waives, to the extent permitted by law, any defense Pledgor might otherwise have to the Obligations, or any guaranty thereof, arising from use of nonjudicial process, enforcement and sale of all or any portion of the Collateral or from any other election of remedies. Pledgor recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(i) Pledgor shall not be liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations, it being understood that the sole recourse of the Buyer to the Pledgor hereunder for the Obligations (other than for Pledgor’s gross negligence or willful misconduct) shall be to the Collateral pledged by the Pledgor hereunder.

(j) Notwithstanding anything to the contrary herein or in any of the other Repurchase Documents, the remedies set forth in this Section  2.0 8 shall be subject to the Ginnie Mae Contract and the Acknowledgment Agreement.

(k) No failure on the part of Buyer to exercise, and no delay by Buyer in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights and remedies of Buyer provided for herein are cumulative and in addition to any and all other rights and remedies provided by law, the Repurchase Documents and the other instruments and agreements contemplated hereby and thereby, and are not conditional or contingent on any attempt by Buyer to exercise any of its rights under any other related document. Buyer may exercise at any time after the occurrence of an Event of Default that is continuing one or more remedies permitted hereunder, as it so desires, and may thereafter at any time and from time to time exercise any other remedy or remedies permitted hereunder.

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Section 2.09 Limitation on Duties Regarding Preservation of Collateral . Buyer’s duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to require the Indenture Trustee to deal with it in the same manner as the Indenture Trustee deals with similar property for its own account. Neither Buyer nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise.

Section 2.10 Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

Section 2.11 Release of Security Interest . Upon the latest to occur of (a) the repayment to Buyer of all Obligations and the performance of all obligations under the PC Repurchase Documents, and (b) the occurrence of the Termination Date, Buyer shall release its security interest in any remaining Collateral hereunder and shall promptly execute and deliver to the Subordinated Lender such documents or instruments as the Subordinated Lender shall reasonably request to evidence such release; provided that, such release shall not be required until such time as the Acknowledgment Agreement is terminated.

Section 2.12 Reinstatement . All security interests created by this Article II shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored or returned by the Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Pledgor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Pledgor or any substantial part of its property, or otherwise, all as if such release had not been made.

Section 2.13 Use of Collateral . Buyer and Pledgor hereby acknowledge and agree that should any Collateral be liquidated or foreclosed upon by Buyer, Buyer shall apply the Proceeds of such Collateral to the Obligations.

Section 2.14 Intent .

(a) The parties hereto recognize that this Agreement constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Repurchase Agreement and transactions thereunder within the meaning of Sections 101(38A)(A), 101(47)(A)(v) and/or 741(7)(A)(xi) of the Bankruptcy Code.

(b) Each party agrees that this Agreement is intended to create mutuality of obligations among the parties, and as such, the Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same right and capacity.

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ARTICLE III

RECOURSE; SUBORDINATION

Section 3.01 Recourse . Notwithstanding anything else to the contrary contained or implied herein or in any other Repurchase Document, Buyer’s recourse against Pledgor in order to satisfy the Obligations shall be limited to the Collateral that is the subject of this Agreement and its recourse as against the Pledgor Guarantor shall be as more particularly described in the Pledgor Guaranty Agreement; provided , that such limitation shall not extend to the gross negligence or willful misconduct of the Pledgor.

Section 3.02 Subordination in Connection with Financing .

(a) It is anticipated that in connection with the transactions contemplated by the PC Repurchase Documents, that (x) the Pledgor has purchased the Collateral from the Servicer subject to the first priority Lien of the Buyer and (y) Pledgor hereby reaffirms such lien and pledges its interest in such Collateral hereunder to the Buyer. In connection with the foregoing Pledgor acknowledges and agrees that its rights with respect to the Collateral (including without limitation its security interest in the Purchased MSR Excess Spread and pursuant to the Master Spread Acquisition Agreement and any other collateral purchased by Pledgor thereunder and in which a security interest is granted to Buyer pursuant to Section  2.01 ) are and shall continue to be at all times junior and subordinate to the rights of Buyer under the PC Repurchase Documents. In furtherance of the foregoing, notwithstanding any rights or remedies available to Pledgor thereunder or under the Master Spread Acquisition Agreement, applicable law or otherwise, Pledgor shall not, directly or indirectly, exercise any remedies available to it under the Master Spread Acquisition Agreement or at law or equity for ninety-one (91) days following the date that all Obligations are paid in full under the Repurchase Documents; provided , that nothing in the foregoing shall prohibit Pledgor from receiving, payments with respect to the obligations under the Master Spread Acquisition Agreement as, and in the manner, contemplated therein, but subject to the prior rights of the Buyer hereunder and under the Repurchase Documents. For the avoidance of doubt, in no instance shall the Buyer succeed to any liabilities or obligations of Pledgor under the Master Spread Acquisition Agreement.

(b) In furtherance of the foregoing, Pledgor agrees to not assert any objection to, and shall be deemed to have otherwise consented to, a disposition of any assets subject to the Master Spread Acquisition Agreement and subject to the Repurchase Documents during an Act of Insolvency of Pledgor or the Servicer, free and clear of any lien, encumbrance, pledge or other claims under Section 363 of the Bankruptcy Code (or any similar bankruptcy law) if Buyer has consented to such disposition.

(c) If an Act of Insolvency of Pledgor or the Servicer occurs, the Pledgor agrees not to contest (or support any other Person contesting) any request by Buyer for adequate protection, or any objection by Buyer to any motion, relief, action or proceeding based on Buyer claiming a lack of adequate protection.

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(d) Until the obligations under the Repurchase Documents are paid in full, the Pledgor shall not oppose any request by Buyer for relief from the automatic stay or any other stay in any Act of Insolvency of Pledgor or the Servicer.

(e) Pledgor shall not oppose or seek to challenge any claim by Buyer for allowance and payment in any Act of Insolvency of Pledgor or the Servicer, of obligations under the Repurchase Documents consisting of post-petition interest, fees, costs or other charges to the extent of the value of Buyer’s lien, encumbrance, pledge or other claims on the assets that are the subject of this Agreement or the PC Repurchase Agreement, without regard to the existence of a lien, encumbrance, pledge or other claims of Pledgor applicable to the obligations of the other parties to the Repurchase Documents.

(f) Pledgor shall not seek in any Act of Insolvency of Pledgor or the Servicer, to be treated as part of the same class of creditors as Buyer and shall not oppose any pleading or motion by Buyer advocating that Buyer and Pledgor and the Servicer should be treated as separate classes of creditors. Pledgor acknowledges and agrees that its rights with respect to the Collateral are and shall continue to be at all times junior and subordinate to the rights of Buyer under the PC Repurchase Agreement and under this Agreement.

Section 3.03 Rights under PMH Repurchase Agreement .

(a) Pledgor acknowledges and agrees notwithstanding any right to repurchase the Purchased MSR Excess Spread PC from PLS granted pursuant to the PMH Repurchase Agreement, Pledgor may not exercise such repurchase right as long as the Purchased MSR Excess Spread PC is registered in the name of the Buyer or otherwise subject to the PC Repurchase Agreement.

(b) In the event that PLS repurchases the Purchased MSR Excess Spread PC from Buyer, Pledgor may repurchase the Purchased MSR Excess Spread PC from PLS pursuant to the PMH Repurchase Agreement; however , until the Obligations have been paid in full and the PC Repurchase Agreement terminated, the rights of Pledgor in the related Purchased MSR Excess Spread shall be subordinate to the rights of the Buyer in the related MSRs and accordingly, Pledgor acknowledges and agrees that its rights to the Purchased MSR Excess Spread may be completely eliminated upon the exercise of remedies by Buyer under the PC Repurchase Agreement or the exercise of remedies by the Indenture Trustee under the Acknowledgment Agreement or the Indenture, and Pledgor shall have no rights, remedies or recourse against the Buyer for such actions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Pledgor represents and warrants to Buyer as of the date hereof and as of each Ginnie Mae Acquisition Date that:

Section 4.01 Pledgor Existence . Pledgor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

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Section 4.02 Licenses . Pledgor is duly licensed or is otherwise qualified in each jurisdiction in which it transacts business for the business which it conducts and is not in default of any applicable federal, state or local laws, rules and regulations unless, in either instance, the failure to take such action is not reasonably likely (either individually or in the aggregate) to cause a Material Adverse Effect and is not in default of such state’s applicable laws, rules and regulations. Pledgor has the requisite power and authority and legal right to own, sell and grant a lien on all of its right, title and interest in and to the Collateral. Pledgor has the requisite power and authority and legal right to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement and each Repurchase Document to which it is a party.

Section 4.03 Power . Pledgor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect.

Section 4.04 Due Authorization . Pledgor has all necessary corporate or other power, authority and legal right to execute, deliver and perform its obligations under each of the Repurchase Documents, as applicable. This Agreement, and the Repurchase Documents to which it is a party have been duly authorized, executed and delivered by Pledgor, all requisite or other corporate action having been taken, and each is valid, binding and enforceable against Pledgor in accordance with its terms except as such enforcement may be affected by bankruptcy, by other insolvency laws, or by general principles of equity.

Section 4.05 Financial Statements . Pledgor has heretofore furnished to Buyer a copy of (a) its balance sheet for the fiscal year of Pledgor ended December 31, 2015, and the related statements of income for Pledgor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) its balance sheet for the quarterly fiscal period of Pledgor ended September 30, 2016, and the related statements of income for Pledgor for such quarterly fiscal period. All such financial statements are complete and correct and fairly present, in all material respects, the financial condition of Pledgor and the results of its operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis. Since December 31, 2015, there has been no material adverse change in the consolidated business, operations or financial condition of Pledgor from that set forth in said financial statements nor is Pledgor aware of any state of facts which (with notice or the lapse of time) would or could result in any such material adverse change. Pledgor has, on the Financial Statement Date no liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Pledgor except as heretofore disclosed to Buyer in writing.

Section 4.06 Solvency . Pledgor is solvent and will not be rendered insolvent by the acquisition of the Purchased MSR Excess Spread PC or by this Agreement and, after giving effect to such acquisition and this Agreement, will not be left with an unreasonably small amount of capital with which to engage in its business. Pledgor does not intend to incur, nor does it

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believe that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets. Pledgor is not pledging any Collateral with any intent to hinder, delay or defraud any of its creditors.

Section 4.07 No Conflicts . The execution, delivery and performance by Pledgor of this Agreement, and the Repurchase Documents to which it is a party do not conflict with any term or provision of the organizational documents of Pledgor or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to Pledgor of any court, regulatory body, administrative agency or governmental body having jurisdiction over Pledgor, which conflict would have a Material Adverse Effect, and will not result in any violation of any such mortgage, instrument, agreement, obligation to which Pledgor is a party.

Section 4.08 True and Complete Disclosure . All information, reports, exhibits, schedules, financial statements or certificates of Pledgor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Pledgor or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Repurchase Documents to which it is a party are true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP (other than monthly financial statements solely with respect to footnotes, year-end adjustments and cash flow statements).

Section 4.09 Approvals . No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by Pledgor of this Agreement, and the Repurchase Documents to which it is a party.

Section 4.10 No Trigger Event . There exists no Trigger Event under Section  6.01 hereof.

Section 4.11 [Reserved] .

Section 4.12 Ownership . (a) Pledgor has good title to all of the Collateral, free and clear of all mortgages, security interests, restrictions, Liens and encumbrances of any kind other than the Liens created hereby and the Liens created pursuant to the PC Repurchase Agreement and the Liens created pursuant to the PMH Repurchase Agreement; provided , that, for the avoidance of doubt, the Pledgor has purchased the Collateral subject hereto from the Servicer, subject and subordinate to, the Lien of the Buyer originally created under the PC Repurchase Agreement, and further perfected hereby.

(b) Each item of Collateral was acquired by Pledgor in the ordinary course of its business, in good faith, for value and without notice of any defense against or claim to it on the part of any Person other than the Buyer.

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(c) Except as set forth herein, there are no agreements or understandings between Pledgor and any other party which would modify, release, terminate or delay the attachment of the security interests granted to Buyer under this Agreement.

(d) The provisions of this Agreement are effective to create in favor of Buyer a valid security interest in all right, title and interest of Pledgor in, to and under the Collateral.

(e) Upon the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party” and Pledgor as “Debtor”, and describing the Collateral, in the recording offices of the Secretary of State of Delaware the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Pledgor in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code.

Section 4.13 [Reserved] .

Section 4.14 Investment Company . Neither Pledgor nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; provided, however, that any entity that is under the management of PNMAC Capital Management LLC in its capacity as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 and is otherwise not directly or indirectly owned or controlled by Pledgor shall not be deemed a “Subsidiary” for the purposes of this Section  4.14 .

Section 4.15 Chief Executive Office; Jurisdiction of Organization . On the date hereof, Pledgor’s chief executive office, is, and has been, located at 3043 Townsgate Road, Westlake Village, CA 91361. On the date hereof, Pledgor’s jurisdiction of organization is the State of Delaware. Pledgor shall provide Buyer with thirty days advance notice of any change in Pledgor’s principal office or place of business or jurisdiction. Pledgor has no trade name. During the preceding five years, Pledgor has not been known by or done business under any other name, corporate or fictitious, and has not filed or had filed against it any bankruptcy receivership or similar petitions nor has it made any assignments for the benefit of creditors.

Section 4.16 Location of Books and Records . The location where Pledgor keeps its books and records, including all computer tapes and records relating to the Collateral is its chief executive office.

Section 4.17 Adjusted Tangible Net Worth . On the date hereof, Pledgor’s Adjusted Tangible Net Worth is not less than $250,000,000.

Section 4.18 ERISA . Each Plan to which Pledgor or its Subsidiaries make direct contributions, and, to the knowledge of Pledgor, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law.

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Section 4.19 [Reserved] .

Section 4.20 No Reliance . Pledgor has made its own independent decisions to enter into the Repurchase Documents to which it is a party. Pledgor is not relying upon any advice from Buyer as to any aspect of the Repurchase Documents, including without limitation, the legal, accounting or tax treatment of such Repurchase Documents.

Section 4.21 Plan Assets . Pledgor is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Collateral are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in Pledgor’s hands, and transactions by or with Pledgor are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

Section 4.22 No Prohibited Persons . Neither Pledgor nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to the Pledgor’s knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“ EO13224 ”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO13224; or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) through (iv) above are herein referred to as a “ Prohibited Person ”).

ARTICLE V

COVENANTS

Pledgor covenants and agrees that until the payment and satisfaction in full of all Obligations, whether now existing or arising hereafter, shall have occurred and termination of the PC Repurchase Agreement:

Section 5.01 Insurance . Pledgor shall continue to maintain, for Pledgor and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $300,000. Pledgor shall maintain, for Pledgor and its 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 Assets. Pledgor shall notify Buyer of any material change in the terms of any such Fidelity Insurance.

Section 5.02 No Adverse Claims . Pledgor warrants and will defend, and shall cause Servicer to defend, the right, title and interest of Buyer in and to all Collateral against all adverse claims and demands.

Section 5.03 Assignment . Except as permitted herein, neither Pledgor nor Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except as permitted by the Repurchase Documents), any of the Collateral or any interest therein, provided that this Section  5.03 shall not prevent any transfer of Collateral in accordance with the Repurchase Documents.

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Section 5.04 Security Interest . Pledgor shall do all things necessary to preserve the Collateral so that they remain subject to a first priority perfected security interest hereunder. Without limiting the foregoing, Pledgor will comply with all rules, regulations and other laws of any Governmental Authority and cause the Collateral to comply with all applicable rules, regulations and other laws.

Section 5.05 Records . (a) Pledgor shall collect and maintain or cause to be collected and maintained all Records relating to the Collateral in accordance with industry custom and practice for assets similar to the Collateral and all such Records shall be in Pledgor’s possession unless Buyer otherwise approves. Pledgor will not allow any such papers, records or files that are an original or an only copy to leave Pledgor’s possession. Pledgor or Servicer will maintain all such Records in good and complete condition in accordance with industry practices for assets similar to the Collateral and preserve them against loss.

(b) For so long as Buyer has an interest in or lien on any Collateral, Pledgor will hold or cause to be held all related Records in trust for Buyer. Pledgor shall notify, or cause to be notified, every other party holding any such Records of the interests and liens in favor of Buyer granted hereby.

(c) Upon reasonable advance notice from Buyer, Pledgor shall (x) make any and all such Records available to Buyer to examine any such Records, either by its own officers or employees, or by agents or contractors, or both, and make copies of all or any portion thereof, and (y) permit Buyer or its authorized agents to discuss the affairs, finances and accounts of Pledgor with its chief operating officer and chief financial officer and to discuss the affairs, finances and accounts of Pledgor with its independent certified public accountants.

Section 5.06 Books . Pledgor shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the pledge of Collateral to Buyer.

Section 5.07 Approvals . Pledgor shall maintain all licenses, permits or other approvals necessary for Pledgor to conduct its business and to perform its obligations under the Repurchase Documents, and Pledgor shall conduct its business strictly in accordance with applicable law.

Section 5.08 Applicable Law . Pledgor shall comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority.

Section 5.09 Existence . Pledgor shall preserve and maintain its legal existence and all of its material rights, privileges, material licenses and franchises.

Section 5.10 Chief Executive Office; Jurisdiction of Organization . Pledgor shall not move its chief executive office from the address referred to in Section  4.15 or change its jurisdiction of organization from the jurisdiction referred to in Section  4.15 unless it shall have provided Buyer thirty (30) days’ prior written notice of such change.

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Section 5.11 Taxes . Pledgor shall timely file all tax returns that are required to be filed by it and shall timely pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

Section 5.12 True and Correct Information . All information, reports, exhibits, schedules, financial statements or certificates of Pledgor, any Affiliate thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of Pledgor are and will be true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Pledgor to Buyer pursuant to this Agreement shall be prepared in accordance with U.S. GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

Section 5.13 Purchased MSR Excess Spread Not To Be Evidenced by Promissory Notes . Pledgor shall not take any action, or permit any other Person to take any action, to cause any of the Purchased MSR Excess Spread to be evidenced by any “instrument” (as such term is defined in the Uniform Commercial Code), except in connection with the enforcement or collection of the Purchased MSR Excess Spread; provided , that each Participation Certificate pledged hereunder shall be a security (as such term is defined in the Uniform Commercial Code).

Section 5.14 No Pledge; Other Liens; Creditors . Pledgor shall not (other than with respect to the Liens created pursuant to the PMH Repurchase Agreement) (a) pledge, grant a security interest or assign any existing or future rights to the Collateral, or pledge or grant to any other Person any security interest in any Assets or Servicing Contracts; or (b) pledge, transfer or convey any security interest or suffer to exist, any Lien on any interest of any kind (whether in whole or in part) in any Purchased MSR Excess Spread or Servicing Contract, unless such parties enter into an intercreditor agreement with the recipient of such security interest or Lien, in form and substance acceptable to the Buyer.

Section 5.15 Plan Assets . Pledgor shall not be an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code and Pledgor shall not use “plan assets” within the meaning of 29 CFR §2510.3 101, as amended by Section 3(42) of ERISA to engage in this Agreement.

Section 5.16 Sharing of Information . Pledgor shall allow Buyer to exchange information related to Pledgor and the Collateral hereunder with third party lenders and Pledgor shall permit each third party lender to share such information with Buyer.

Section 5.17 No Modification of the Master Spread Acquisition Agreement; Intended Third Party Beneficiary . Pledgor shall not consent, with respect to the Master Spread Acquisition Agreement related to any Collateral, to (i) the material modification or amendment or the termination of such Master Spread Acquisition Agreement, (ii) the waiver of any provision of such Master Spread Acquisition Agreement to the extent such waiver adversely affects the

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Buyer or the Pledgor or (iii) the resignation of Servicer as servicer, or the assignment, transfer, or material delegation of any of its rights or obligations, under Master Spread Acquisition Agreement, without the prior written consent of Buyer exercised in Buyer’s sole discretion. Notwithstanding anything to the contrary set forth in the Master Spread Acquisition Agreement, the Buyer is hereby appointed and is an intended third party beneficiary thereof, with full enforcement rights as if a party thereto.

ARTICLE VI

TRIGGER EVENTS / RIGHTS AND REMEDIES OF BUYER UPON

TRIGGER EVENT OR EVENT OF DEFAULT

Section 6.01 Trigger Events . Each of the following events or circumstances shall constitute a “Trigger Event”:

(a) Assignment . Assignment or attempted assignment by Pledgor of this Agreement or any rights hereunder without first obtaining the specific written consent of Buyer, or the granting by Pledgor of any security interest, lien or other encumbrances on any Collateral to any person other than Buyer, except for the second priority Lien of the Subordinated Lender.

(b) Insolvency . An Act of Insolvency shall have occurred with respect to Pledgor or any Affiliate thereof or the Pledgor Guarantor.

(c) Breach of Material Representation or Covenant or Obligation . A breach by Pledgor of any of the representations, warranties or covenants or obligations set forth in Sections 4.01, 4.06, 4.17, 5.09, 5.14 or 5.15 of this Agreement.

(d) Breach of Other Representation or Covenant . A material breach by Pledgor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 6.01(c) above), if such breach is not cured within five (5) Business Days.

(e) Inability to Perform . A Responsible Officer of (i) Pledgor shall admit its inability to, or its intention not to, perform any of their respective obligations under the applicable Repurchase Documents or (ii) the Pledgor Guarantor shall admit its inability to, or its intention not to, perform any of their respective obligations under the Pledgor Guaranty Agreement.

(f) Security Interest . This Agreement shall for any reason cease to create a valid security interest in any material portion of the Collateral purported to be covered hereby.

(g) Financial Statements . Pledgor’s or Pledgor Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Pledgor or Pledgor Guarantor as a “going concern” or a reference of similar import.

(h) Default . The occurrence of (i) a default or termination event under the PC Repurchase Agreement, (ii) as of any MRA Payment Date, the amounts on deposit in the Dedicated Account are insufficient to satisfy the Obligations for such date, or (iii) a default or termination event under the Series 2016-MSRVF1 Repurchase Agreement.

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(i) Early Amortization Event . The occurrence of an Early Amortization Event under the Base Indenture.

Section 6.02 No Waiver . A Trigger Event shall be deemed to be continuing unless expressly waived by Buyer in writing.

Section 6.03 Liquidation of Collateral . Pledgor hereby acknowledges and agrees that on the occurrence of an Event of Default under the PC Repurchase Agreement, Buyer shall have the right to liquidate the Purchased MSR Excess Spread, the MSRs and any other Assets constituting Collateral and apply any proceeds as provided under the PC Repurchase Agreement. Pledgor hereby authorizes Buyer to liquidate the Collateral should an Event of Default occur and apply the Proceeds of such liquidation to the Obligations existing under the PC Repurchase Agreement.

ARTICLE VII

ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE

ACTIONS BY BUYER

Section 7.01 Entire Agreement . This Agreement (including the Schedules and Exhibits hereto) and the related Repurchase Documents constitute the entire agreement of the parties hereto and supersedes any and all prior or contemporaneous agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or of the Repurchase Documents, nor consent to the departure by Pledgor therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which it is given.

Section 7.02 Waivers, Separate Actions by Buyer . Any amendment or waiver effected in accordance with this Article VII shall be binding upon Buyer and Pledgor; and Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this Agreement, or any of the Repurchase Documents, or to exercise any right or remedy hereunder or thereunder, shall not constitute a waiver by Buyer of any such term, condition or other provision or Trigger Event, Potential Trigger Event or Event of Default in connection therewith, nor shall a single or partial exercise of any such right or remedy preclude any other or future exercise, or the exercise of any other right or remedy; and any waiver of any such term, condition or other provision or of any such Trigger Event, Potential Trigger Event or Event of Default shall not affect or alter this Agreement, or any of the Repurchase Documents, and each and every term, condition and other provision of this Agreement, and the Repurchase Documents shall, in such event, continue in full force and effect and shall be operative with respect to any other then existing or subsequent Trigger Event, Potential Trigger Event or Event of Default in connection therewith. A Trigger Event or an Event of Default hereunder and under any of the Repurchase Documents shall be deemed to be continuing unless and until waived pursuant to the terms of the Repurchase Documents.

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Section 7.03 Amendment . Any amendment of this Agreement which affects the rights, duties, immunities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee.

ARTICLE VIII

SUCCESSORS AND ASSIGNS

Section 8.01 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Pledgor shall not have the right to assign all or any part of this Agreement or any interest herein without the prior written consent of Buyer.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Survival . This Agreement and the other Repurchase Documents and all covenants, agreements, representations and warranties herein and therein and in the certificates delivered pursuant hereto and thereto, shall survive the entering by Buyer into any Transaction and the execution and delivery to Buyer of this Agreement and the Repurchase Documents and shall continue in full force and effect so long as the Obligations are outstanding and unpaid and the Repurchase Documents have not been terminated.

Section 9.02 Indemnification . Pledgor shall, and hereby agrees to, indemnify, defend and hold harmless Buyer, any Affiliate of Buyer and their respective directors, officers, agents, employees and counsel from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them as a consequence of, or arising out of or by reason of any litigation, investigations, claims or proceedings which arise out of or are in any way related to the enforcement of this Agreement or Pledgor’s gross negligence or willful misconduct in connection with, (i) this Agreement or any other Repurchase Document or any Servicing Contract, or the transactions contemplated hereby or thereby, (ii) Pledgor’s practices or procedures; and (iii) any Trigger Event, Potential Trigger Event, or any other breach by Pledgor of any of the provisions of this Agreement or any other Repurchase Document, including, without limitation, amounts paid in settlement, court costs and reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing. In addition to the foregoing, the Pledgor shall also indemnify and hold harmless Buyer, any Affiliate of Buyer and their respective directors, officers, agents, employees and counsel from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them as a consequence of, or any claims arising from or relating to the Purchased MSR Excess Spread or the Master Spread Acquisition Agreement.

Section 9.03 Nonliability of Buyer . The parties hereto agree that, notwithstanding any affiliation that may exist between Pledgor and Buyer, the relationship between Pledgor and Buyer shall be solely that of a Pledgor and a lender. Buyer shall not have any fiduciary responsibilities to Pledgor. Pledgor (i) agrees that Buyer shall not have any

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

Section 9.04 Governing Law; Jurisdiction, Waiver of Jury Trial: Waiver of Damages . (a) This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Pledgor acknowledges that the obligations of Buyer hereunder or otherwise are not the subject of any guaranty by, or recourse to, any direct or indirect parent or other Affiliate of Buyer. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

(b) PLEDGOR HEREBY WAIVES TRIAL BY JURY. PLEDGOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ARISING OUT OF OR RELATING TO THE REPURCHASE DOCUMENTS IN ANY ACTION OR PROCEEDING. PLEDGOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION IT MAY HAVE TO, EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR RELATING TO THE REPURCHASE DOCUMENTS.

(c) Pledgor further irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Pledgor at the address set forth in Section  9.05 hereof.

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(d) Nothing herein shall affect the right of Buyer to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Pledgor in any other jurisdiction.

(e) Pledgor waives the posting of any bond otherwise required of Buyer in connection with any judicial process or proceeding to enforce any judgment or other court order entered in favor of Buyer, or to enforce by specific performance, temporary restraining order or preliminary or permanent injunction this Agreement or any of the other Repurchase Documents.

Section 9.05 Notices . Any and all notices statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

(a) If to Pledgor:

Penny Mac Holdings, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Pamela Marsh/Kevin Chamberlain

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

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

kevin.chamberlain@pnmac.com

with a copy to:

PennyMac Holdings, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Jeff Grogin

Phone Number: (818) 224-7050

E-mail: jeff.grogin@pnmac.com

(b) If to Buyer:

PennyMac Loan Services, LLC

3043 Townsgate Road

Westlake Village, CA 91361

Attention: Pamela Marsh/Kevin Chamberlain

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

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

kevin.chamberlain@pnmac.com;

contract.finance@pnmac.com

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with a copy to:

Wilmington Savings Fund Society, FSB,

d/b/a Christiana Trust, as Owner Trustee

c/o Corporate Trust Office

500 Delaware Avenue, 11th Floor,

Wilmington, Delaware 19801,

Attention: Corporate Trust Administration

Phone Number: (302) 888-7437

Facsimile Number: (302) 421-9137

Email: jeverhart@christiana.com

with a copy to the Administrative Agent:

Credit Suisse First Boston Mortgage Capital LLC

Eleven Madison Avenue

New York, New York 10010

Attention: Dominic Obaditch

Phone Number: (212) 325-3003

Fax Number: (646) 935-7470

E-mail: dominic.obaditch@credit-suisse.com

Section 9.06 Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In case any provision in or obligation under this Agreement, or any other Repurchase Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

Section 9.07 Section Headings . The Article and Section headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 9.08 Counterparts . This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

Section 9.09 Hypothecation or Pledge of Collateral . Buyer shall have free and unrestricted use of all Collateral and nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with all or a portion of the Collateral or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating all or a portion of the Collateral, so long as such pledge, re-pledge, transfer, hypothecation or re-hypothecation is not in violation of the Acknowledgment Agreement.

Section 9.10 Non-Confidentiality of Tax Treatment . (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor and shall be held by each party hereto, as applicable in strict confidence and shall

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not be disclosed to any third party without the written consent of Buyer or Pledgor, except for (i) disclosure to Buyer’s, Pledgor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, other regulatory body or in connection with enforcement of rights and remedies hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transaction, any fact relevant to understanding the federal, state and local tax treatment of the Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor may not disclose the name of or identifying information with respect to Buyer or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction and is not relevant to understanding the federal, state and local tax treatment of the Transaction, without the prior written consent of Buyer.

(b) Notwithstanding anything in this Agreement to the contrary, Pledgor shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “ Confidential Information ”). Pledgor understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “ Act ”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer or any Affiliate of Buyer which Pledgor holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor. Pledgor shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor by Buyer or such Affiliate. Pledgor shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.

Section 9.11 Set-off . In addition to any rights and remedies of Buyer hereunder and by law, Buyer shall have the right, without prior notice to Pledgor, any such notice being expressly waived by Pledgor to the extent permitted by applicable law to set-off and appropriate and apply against any Obligation from Pledgor or any Affiliate thereof to Buyer or any of its

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Affiliates any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other obligation (including to return funds to Pledgor), credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Buyer or any Affiliate thereof to or for the credit or the account of Pledgor or any Affiliate thereof. Buyer agrees promptly to notify Pledgor after any such set off and application made by Buyer; provided that the failure to give such notice shall not affect the validity of such set off and application.

Section 9.12 Actions and Discretion of Buyer . Any provision providing for the exercise of any action or discretion by Buyer shall be exercised by the Indenture Trustee at the written direction of either 100% of the VFN Noteholders or the Majority Noteholders of all Outstanding Notes (as such terms are defined in the Indenture). In addition, and notwithstanding any other provision in this Agreement to the contrary, any approvals, consents, votes or other rights exercisable by Buyer under this Agreement shall be exercised by the Indenture Trustee on behalf of Noteholders (as defined in the Indenture).

Section 9.13 No Recourse . No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the 1934 Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Section 9.14 Limitation of Liability of Owner Trustee . The Issuer is a Delaware common law trust and not a separate legal entity under Delaware law. In furtherance thereof, all parties hereto are put on notice and hereby acknowledge and agree that (a) this Agreement is executed and delivered by Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust (“ Bank ”), not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the governing instrument of the Issuer, (b) each of the representations, covenants, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, covenants, undertakings and agreements by Bank but is made and intended for the purpose of binding only the Issuer and its assets (which are separate and distinct from the individual assets of Bank), (c) nothing herein contained shall be construed as creating any liability on Bank, individually or personally, to perform any agreement, undertaking or covenant, either expressed or implied, contained herein of the Issuer Subsidiary, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Bank has not verified or made any investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and such representations and warranties are thus solely a means of allocating risk among the parties and (e) under no circumstances shall Bank be personally liable for the payment of any indebtedness or expenses of the Issuer or be

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liable for the breach or failure of any obligation, representation, undertaking, warranty or covenant made or undertaken by Issuer under this Agreement or any other related documents. All recourse of the parties shall be limited to the Trust Estate, if any, of the Issuer.

Section 9.15 Third-Party Beneficiaries . The Indenture Trustee shall be an express third party beneficiary of this Agreement.

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IN WITNESS WHEREOF, Pledgor and Buyer have caused this Subordination, Acknowledgment and Pledge Agreement to be executed and delivered by their duly authorized officers or trustees as of the date first above written.

[Signature Page to Subordination, Acknowledgment and Pledge Agreement]

[Signature Page to Subordination, Acknowledgment and Pledge Agreement]

SCHEDULE 1

RESPONSIBLE OFFICERS – PLEDGOR

PLEDGOR AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Pledgor under this Agreement:

Responsible Officers for execution of Repurchase Documents and amendments

Responsible Officers for execution of day-to-day operational functions

Schedule 1-1

EXHIBIT A

FORM OF POWER OF ATTORNEY

Reference is made to the Subordination, Acknowledgment and Pledge Agreement, dated as of December 19, 2016 (as amended from time to time, the “ Agreement ”), between PENNYMAC HOLDINGS, LLC (“ Pledgor ”) and PNMAC GMSR ISSUER TRUST (“ Buyer ”).

KNOW ALL MEN BY THESE PRESENTS, Pledgor hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor and in the name of Pledgor or in its own name, from time to time in Buyer’s discretion, in accordance with the terms of the Agreement, for the purpose of carrying out the terms of the Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Agreement, and, without limiting the generality of the foregoing, Pledgor hereby gives Buyer the power and right, on behalf of Pledgor, without assent by, but with notice to, Pledgor, if permitted under the terms of the Agreement, to do the following:

(i) in the name of Pledgor or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to (i) all Purchased MSR Excess Spread arising under or related to any Servicing Contract; (ii) all rights to payment of amounts due under the Master Spread Acquisition Agreement on account of, or related to, the Purchased MSR Excess Spread; (iii) all Assets arising under or relating to the Master Spread Acquisition Agreement and all rights thereunder; (iv) all rights to reimbursement of Assets and/or amounts due in respect thereof under the related Servicing Contract; (v) the Dedicated Account; (vi) all records, instruments or other documentation evidencing any of the foregoing; (vii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Pledgor’s rights, title and interest in and under the Purchased MSR Excess Spread and Servicing Contracts); and (viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (any and all property listed in clauses (i) through (viii), collectively, the “ Collateral ”) and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any Collateral whenever payable;

(ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;

(iii) to the extent permitted under the Master Spread Acquisition Agreement, to request that MSRs in respect of Mortgage Loans owned by any other investor or guarantor be transferred to Buyer or to another servicer approved by Ginnie Mae or such other investor or guarantor (as the case may be) and perform (without assuming or being deemed to have assumed any of the obligations of Servicer thereunder) all aspects of each servicing contract for which the Purchased MSR Excess Spread is Collateral;

Exhibit A-1

(iv) to request distribution to Buyer of sale proceeds or any applicable contract termination fees arising from the sale or termination of such MSRs to the extent of the Purchased MSR Excess Spread and remaining after satisfaction of Servicer’s relevant obligations to Ginnie Mae or such other investor (as the case may be), including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of Servicer to Ginnie Mae or such other investor (as the case may be) under applicable Ginnie Mae Contracts or such other investor’s or guarantor’s contract;

(v) to deal with third parties, including, without limitation, investors, guarantors and any and all subservicers and master servicers in respect of any of the Collateral in the same manner and with the same effect as if done by Pledgor;

(vi) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against Pledgor with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Pledgor’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Collateral and Buyer’s Liens thereon and to effect the intent of the Agreement, all as fully and effectively as Pledgor might do.

This power of attorney is a power coupled with an interest and shall be irrevocable until such time as all Obligations have been paid in full and the Agreement is terminated.

Pledgor also authorizes Buyer, at any time and from time to time, to execute, in connection with any sale provided for in the Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

The powers conferred on Buyer are solely to protect Buyer’s interests in the Collateral and shall not impose any duty upon Buyer to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Buyer nor any of its officers, directors, or employees shall be responsible to Pledgor for any act or failure to act hereunder, except for Buyer’s own gross negligence or willful misconduct.

Exhibit A-2

Notwithstanding anything to the contrary herein or in any of the other Program Agreements, any appointment set forth in this power of attorney, as well as Buyer’s exercise (or purported exercise) of any right, power or authority given by Pledgor hereunder, shall be subject to the Ginnie Mae Contract and the Acknowledgment Agreement.

Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Agreement.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, PLEDGOR HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND BUYER ON ITS OWN BEHALF AND ON BEHALF OF BUYER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

Exhibit A-3

IN WITNESS WHEREOF, Pledgor has caused this Power of Attorney to be executed and Pledgor’s seal to be affixed this      day of              , 2016.

On the      day of              , 2016 before me, a Notary Public in and for said State, personally appeared                                                           , known to me to be                                                               of Pledgor, the institution that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above written.

My Commission expires                     

Exhibit A-5