Common use of Financial Notices Clause in Contracts

Financial Notices. Sellers or PennyMac Mortgage Investment Trust shall furnish to Administrative Agent: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment Trust, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Each Seller Party shall furnish to Administrative Agentfurnish: (1) as soon as available and in any event within forty (40A) except with respect to the last calendar month of the fiscal year, thirty (30) calendar days and (B), with respect to the last calendar month of the fiscal year, forty-five (45) days, in each case, after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, footnotes and year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) as soon as available and in any event within forty-five (45) calendar days after the end of each fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments) consistently applied, as at the time end of, and for, such period; (4) at the Sellers and PennyMac Mortgage Investment Trust furnish xxxx Xxxxxx furnishes each set of financial statements pursuant to Section 17(b)(117.b(1), (2) or (23) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side LetterSeller; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings by Seller Parties and Guarantor, within five (5) Business Days of their filing with the SEC; provided, that, Seller Parties and Guarantor or any Subsidiary will provide Administrative Agent with a copy of the annual 10-K filed with the SEC by Seller Parties and Guarantor or its Subsidiaries, no later than ninety (90) days after the end of the year; (b) to the extent not prohibited by any Governmental Authority, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ such Seller Party and Guarantor’s operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors such Seller Party and Guarantor as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail. (6) reserved; (7) Seller shall provide Administrative Agent, as part of the Officer’s Compliance Certificate, a list of all material litigation, actions, suits, arbitrations or investigations pursuant to Section 14.a; and (8) Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined by a Third Party Evaluator for each month, in all instances as set forth in the Officer’s Compliance Certificate.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment Trust, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers each Seller or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers and or PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate above (or, with respect to 17(b)(2(2) above, (at the time filed with the SEC on XXXXX), a certificate XXXXX an Officer’s Compliance Certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as of Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Guarantor as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers Seller or PennyMac Mortgage Investment Trust Guarantor shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers Seller or PennyMac Mortgage Investment TrustGuarantor, the consolidated balance sheets of SellersSeller, PennyMac Mortgage Investment Trust Guarantor and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers Seller or PennyMac Mortgage Investment Trust Guarantor and their consolidated Subsidiaries for such year, and in the case of Guarantor, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Guarantor and their respective its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust Guarantor furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers Seller or PennyMac Mortgage Investment TrustGuarantor, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ Seller’s or any Underlying Repurchase Counterparty’s operations; (c) such other information regarding the financial condition, operations, or business of the Sellers Seller, Guarantor or Guarantors any Underlying Repurchase Counterparty as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative Agent: (1) as soon as available and in any event within forty forty-five (4045) calendar days after the end of each calendar monthmonth (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to as soon as available and in any event within (x) forty-five (45) calendar days after the extent not filed end of each of the first three fiscal quarters, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the SEC on XXXXXend of, and for, such period; (3) as soon as available and in any event within ninety (90) calendar days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative Agent: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month (or, with respect to the last month of each fiscal quarter, forty-five (45) calendar days after the end of such month), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of Ernst & Young LP or independent certified public accountants of recognized national standing, which opinion and shall not be qualified as to the scope of audit shall be acceptable to Administrative Agent in its sole discretion, and shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish Seller furnishes each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Guarantor shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty forty-five (4045) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Guarantor and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period month and the related unaudited consolidated statements of income stockholders’ equity for Guarantor and retained earnings for the Sellers and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth, in each case, in comparative form the figures for the previous year accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustGuarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Guarantor and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such periodmonth, subject to normal year-end audit adjustments; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety one hundred (90100) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustGuarantor, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income operations, stockholders’ equity and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Guarantor and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish Guarantor furnishes each set of financial statements pursuant to Section 17(b)(1) or (217.b(1) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Guarantor in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings by Seller and Guarantor, within 5 Business Days of their filing with the SEC; provided, that, Seller and Guarantor or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller and Guarantor or their Affiliates, no later than 100 days after the end of the year; provided however that this clause (a) is deemed to be satisfied by Seller arranging for Buyer to receive automatic email notifications from Guarantor with respect to such items; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller and Guarantor as Administrative Agent Buyer may reasonably request; and (dc) the particulars of any Event of Termination in reasonable detail; provided, however, that any obligation to provide notice under this clause 17.b is deemed to be satisfied by Seller or Guarantor arranging for Buyer to receive automatic email notifications from Guarantor with respect to such items.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment Trust, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty forty-five (4045) calendar days after the end of each calendar monthmonth (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to as soon as available and in any event within (x) forty-five (45) calendar days after the extent not filed end of each of the first three fiscal quarters and (y) sixty (60) days after the end of the last fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the SEC on XXXXXend of, and for, such period; (3) as soon as available and in any event within ninety (90) calendar days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers Seller or PennyMac Mortgage Investment Trust shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers Seller or PennyMac Mortgage Investment Trust, the consolidated balance sheets of SellersSeller, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and Seller or PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate above (or, with respect to 17(b)(2(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as of Exhibit A to the Pricing Side Letter; (4) if applicableby access through Seller’s or PennyMac Mortgage Investment Trust’s website, notice copies of any 10-K or Ks, 10-Q Qs, registration statements and other “corporate finance” SEC filings with the SEC on XXXXX by Sellers Seller or PennyMac Mortgage Investment Trust, within five (5) Business Days of such its filing with the SEC; provided, that, Seller or PennyMac Mortgage Investment Trust will make available to Buyer on its website a copy of the annual 10-K filed with the SEC by Seller or PennyMac Mortgage Investment Trust, no later than ninety (90) days after the end of the year; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operationsSeller’s operations to the extent applicable and/or permitted; (c) such other information regarding the financial condition, operations, or business of the Sellers Seller or Guarantors as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller and Guarantor shall each furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller and Guarantor, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their Guarantor and its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their Guarantor and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their Guarantor and its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust furnish Guarantor furnishes each set of financial statements pursuant to Section 17(b)(117.b(1) or (21) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; andreserved; (5) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings by Seller and Guarantor, within 5 Business Days of their filing with the SEC; provided, that, Seller and Guarantor or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller and Guarantor or its Affiliates, no later than 90 days after the end of the year; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ Seller’s and Guarantor’s operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller and Guarantor as Administrative Agent Buyer may reasonably request; and (d) the particulars of any ERISA Event of Termination in reasonable detail. (6) Seller shall provide the market value analysis for the valuation of its mortgage servicing rights as determined (i) internally for each monthly fiscal period and (ii) by a Third Party Evaluator for each quarterly fiscal period to the extent received, in all instances as set forth in the Officer’s Compliance Certificate delivered pursuant to Section 17.b (3); (7) Seller shall provide Buyer, as part of the Officer’s Certificate delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or tribunal as of such date with such information provided as noted in the applicable Schedule to Exhibit A of the Pricing Side Letter.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Each Seller shall furnish to Administrative Agent:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within forty forty-five (4045) calendar days after the end of each calendar monthquarter, the unaudited consolidated balance sheets of Sellers and PennyMac Mortgage Investment Trust each Seller and their consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers and PennyMac Mortgage Investment Trust each Seller and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a the Responsible Officer Officers of Sellers and PennyMac Mortgage Investment Trusteach Seller, as applicable, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers and PennyMac Mortgage Investment Trust each Seller and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available within one hundred and in any event within ninety twenty (90120) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment Trusteach Seller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust each Seller and their its respective consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust each Seller and their its respective consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust each Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(117.b(1) or (2) above, an Officer’s Compliance Certificate orof the Responsible Officers of Sellers, with respect to 17(b)(2) aboveas applicable, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicablepromptly after written request from Buyer, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business businesses of the Sellers or Guarantors any Seller as Administrative Agent Buyer may reasonably request; and (d) , provided same is in the possession of Sellers, and the particulars of any Event of Termination in reasonable detail. (5) Sellers shall provide Buyer, as part of the Officers’ Compliance Certificates delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Sellers have received service of process or other form of notice or, to the best of Sellers’ knowledge, threatened against them, before any court, administrative or governmental agency or other regulatory body or any rules or actions of a stock exchange or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the SEC in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement. (6) From time to time, if any Mortgage Loan was consummated on or after January 10, 2014, Sellers shall provide Buyer with copies of all documentation in connection with the underwriting and origination of any Mortgage Loan that evidences compliance with the Ability to Repay Rule, as Buyer may reasonably request, as soon as possible but in any event no later than ten (30) Business Day following such request.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative Agent: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month (or, with respect to the last month of each fiscal quarter, forty-five (45) calendar days after the end of such month), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of Ernst & Young LP or independent certified public accountants of recognized national standing, which opinion and LEGAL02/41326134v4 shall not be qualified as to the scope of audit shall be acceptable to Administrative Agent in its sole discretion, and shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers and PennyMac Mortgage Investment Trust furnish Seller furnishes each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers Seller or PennyMac Mortgage Investment Trust shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers and Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers and Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and Seller or PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers and Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers Seller or PennyMac Mortgage Investment Trust, the consolidated balance sheets of SellersSeller, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers and Seller or PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate above (or, with respect to 17(b)(2(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as of Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers Seller or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ Seller’s operations; (c) such other information regarding the financial condition, operations, or business of the Sellers Seller or Guarantors as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar monthmonth (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to as soon as available and in any event within forty-five (45) calendar days after the extent not filed end of each fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the SEC on XXXXXend of, and for, such period; (3) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (34) [reserved]; (5) at the time the Sellers and PennyMac Mortgage Investment Trust furnish Seller furnishes each set of financial statements pursuant to Section 17(b)(117.b(1), (1) or (23) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (56) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings by Guarantor, within 5 Business Days of their filing with the SEC; provided, that, Guarantor or any Affiliate will provide Buyer with a copy of the annual 10-K filed with the SEC by Guarantor or its Affiliates, no later than 90 days after the end of the year; provided, however, that this clause (6)(a) is deemed to be satisfied by Seller arranging for Buyer to receive automatic email notifications from Guarantor with respect to such items; (b) solely with respect to Seller as an originator or purchaser of Mortgage Loans and not in its capacity as a Servicer, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, required or (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers Seller or PennyMac Mortgage Investment Trust shall furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty (40) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers Seller or PennyMac Mortgage Investment Trust, the consolidated balance sheets of SellersSeller, PennyMac Mortgage Investment Trust and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers Seller or PennyMac Mortgage Investment Trust and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers Seller or PennyMac Mortgage Investment Trust and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust furnish each set of financial statements pursuant to Section 17(b)(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers Seller or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof: (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ Seller’s operations; (c) such other information regarding the financial condition, operations, or business of the Sellers Seller or Guarantors as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller and Guarantor shall each furnish to Administrative Agent:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end year‑end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustGuarantor, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Guarantor and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust furnish Guarantor furnishes each set of financial statements pursuant to Section 17(b)(117.b(1) or (2) above, an Officer’s 's Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; andreserved; (5) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewalnon‑renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operationsSeller's and Guarantor's operations to the extent such delivery is permitted under the terms thereof; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller and Guarantor as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail. (6) Seller shall provide Buyer, as part of the Officer's Compliance Certificate delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller's knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or any rules or actions of a stock exchange or tribunal as of such date (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) making a claim individually in an amount greater than $2,500,000 or in an aggregate amount greater than $5,000,000, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets, Trust Mortgage Loans, REO Properties or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller and Guarantor shall each furnish to Administrative Agent:Buyer (solely to the extent not publicly available): (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar monthquarter, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantor, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustGuarantor, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Guarantor and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Guarantor and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust furnish Guarantor furnishes each set of financial statements pursuant to Section 17(b)(117.b(1) or (2) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantor in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reserved; (b) copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operationsSeller’s and Guarantor’s operations to the extent such delivery is permitted under the terms thereof; (cb) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller and Guarantor as Administrative Agent Buyer may reasonably request; and (dc) the particulars of any Event of Termination in reasonable detail. (5) Seller shall provide Buyer, as part of the Officer’s Compliance Certificate delivered pursuant to Section 17.b(3) above, a list of all actions, notices, proceedings or investigations pending with respect to which Seller has received service of process or other form of notice or, to the best of Seller’s knowledge, threatened against it, before any court, administrative or governmental agency or other regulatory body or any rules or actions of a stock exchange or tribunal as of such date (A) asserting the invalidity or unenforceability of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated under any Program Agreement, (C) (i) with respect to the Trust Subsidiary and each TRS Facility Entity, making a claim in an aggregate amount greater than $2,500,000, (ii) with respect to the Seller, making a claim in an aggregate amount greater than $5,000,000 or (iii) with respect to the Guarantor making a claim individually in an amount greater than $10,000,000 or in an aggregate amount greater than $25,000,000, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets, Trust Mortgage Loans, REO Properties or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors shall each furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantors, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller and Guarantors, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and Guarantors and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole good faith discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust Guarantors furnish each set of financial statements pursuant to Section 17(b)(117.b(1) or (21) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of after receipt thereof:; (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller and Guarantors, within 5 Business Days after their filing with the SEC; provided, that, Seller and Guarantors will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or Guarantors, no later than 90 days after the end of the year; (b) to the extent allowed by law, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of SellersSeller’s or any Underlying Repurchase Counterparty’s or Guarantors’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Seller, Guarantors and Underlying Repurchase Counterparties as Administrative Agent Buyer may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors shall each furnish to Administrative AgentBuyer: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar month, the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment TrustGuarantors, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statementsadjustments) consistently applied, as at the end of, and for, such period; (2) to the extent not filed with the SEC on XXXXX, as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller and Guarantors, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and Guarantors and their consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors and their consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent Buyer in its sole good faith discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and Guarantors and their respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (3) at the time the Sellers Seller and PennyMac Mortgage Investment Trust Guarantors furnish each set of financial statements pursuant to Section 17(b)(117.b(1) or (21) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers Seller and PennyMac Mortgage Investment Trust Guarantors in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (5) as soon as available and in any event within thirty (30) days of after receipt thereof:; (a) reservedif applicable, copies of any 10-Ks, 10-Qs, registration statements and other “corporate finance” SEC filings (other than 8-Ks) by Seller and Guarantors, within 5 Business Days after their filing with the SEC; provided, that, Seller and Guarantors will provide Buyer with a copy of the annual 10-K filed with the SEC by Seller or Guarantors, no later than 90 days after the end of the year; (b) to the extent allowed by law, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operations; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.or

Financial Notices. Sellers or PennyMac Mortgage Investment Trust Seller shall furnish to Administrative Agent: (1) as soon as available and in any event within forty thirty (4030) calendar days after the end of each calendar monthmonth (other than a calendar month which is also the last month in a fiscal quarter), the unaudited consolidated balance sheets of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries as at of the end of such period and the related unaudited consolidated statements of comprehensive income and retained earnings for the Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment TrustSeller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Sellers Seller and PennyMac Mortgage Investment Trust and their its consolidated Subsidiaries in accordance with GAAP (other than solely with respect to footnotes, year-end adjustments and cash flow statements) consistently applied, as at the end of, and for, such period; (2) to as soon as available and in any event within forty-five (45) calendar days after the extent not filed end of each fiscal quarter, the unaudited consolidated balance sheets of Seller and its consolidated Subsidiaries as of the end of such period and the related unaudited consolidated statements of comprehensive income and stockholders’ equity and of cash flows for the Seller and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, accompanied by a certificate of a Responsible Officer of Seller, which certificate shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP consistently applied, as at the SEC on XXXXXend of, and for, such period; (3) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Sellers or PennyMac Mortgage Investment TrustSeller, the consolidated balance sheets of Sellers, PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of comprehensive income and retained earnings stockholders’ equity and of cash flows for the Sellers or PennyMac Mortgage Investment Trust Seller and their its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion and the scope of audit shall be acceptable to Administrative Agent in its sole discretion, shall have no “going concern” qualification and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Sellers or PennyMac Mortgage Investment Trust Seller and their its respective consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (34) [reserved]; (5) at the time the Sellers and PennyMac Mortgage Investment Trust furnish Seller furnishes each set of financial statements pursuant to Section 17(b)(1), (1) or (23) above, an Officer’s Compliance Certificate or, with respect to 17(b)(2) above, (at the time filed with the SEC on XXXXX), a certificate of a Responsible Officer of Sellers and PennyMac Mortgage Investment Trust Seller in the form attached as Exhibit A to the Pricing Side Letter; (4) if applicable, notice of any 10-K or 10-Q filings with the SEC on XXXXX by Sellers or PennyMac Mortgage Investment Trust, within five (5) Business Days of such filing with the SEC; and (56) as soon as available and in any event within thirty (30) days of receipt thereof:; (a) reservedif applicable, copies of any 10‑Ks, 10‑Qs, registration statements and other “corporate finance” SEC filings by Guarantor, within 5 Business Days of their filing with the SEC; provided, that, Guarantor or any Affiliate will provide Administrative Agent with a copy of the annual 10‑K filed with the SEC by Guarantor or its Affiliates, no later than ninety (90) days after the end of the year; provided, however, that this clause (6)(a) is deemed to be satisfied by Seller arranging for Administrative Agent to receive automatic email notifications from Guarantor with respect to such items; (b) solely with respect to Seller as an originator or purchaser of Mortgage Loans and not in its capacity as a Servicer, copies of relevant portions of all final written Agency, FHA, VA, Governmental Authority and investor audits, examinations, evaluations, monitoring reviews and reports of its operations (including those prepared on a contract basis) which provide for or relate to (i) material corrective action required, required or (ii) material sanctions proposed, imposed or required, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of Sellers’ operationsnon‑renewal; (c) such other information regarding the financial condition, operations, or business of the Sellers or Guarantors Seller as Administrative Agent may reasonably request; and (d) the particulars of any Event of Termination in reasonable detail.