Common use of Financial Representations and Warranties Clause in Contracts

Financial Representations and Warranties. (i) (A) the ratio of PennyMac’s Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) the combined Liquidity of PennyMac and PMAC Holdings is not less than $25,000,000; and (C) PennyMac’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000. (ii) (A) the ratio of PMAC Holdings’ Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) the combined Liquidity of PMAC Holdings and PennyMac is not less than $25,000,000; and (C) PMAC Holdings’ Adjusted Tangible Net Worth is greater than or equal to $220,000,000. (iii) (A) Servicer’s Adjusted Tangible Net Worth is greater than or equal to $90,000,000; (B) Servicer’s unrestricted cash and Cash Equivalents are greater than or equal to $20,000,000; (C) [reserved]; (D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter. (iv) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,000; (C) the ratio of Guarantor’s Total Indebtedness to Adjusted Tangible Net Worth is less than 5:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.” (h) Section 13(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):

Financial Representations and Warranties. (i) (A) the ratio of PennyMac’s Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:112:1; (B) the combined Liquidity of PennyMac and PMAC Holdings is not less than $25,000,000; and (C) PennyMac’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000. (ii) (A) the ratio of PMAC Holdings’ Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; , (B) the combined Liquidity of PMAC Holdings and PennyMac is not less than $25,000,000; , and (C) PMAC Holdings’ Adjusted Tangible Net Worth is greater than or equal to $220,000,000. (iii) (A) Servicer’s Adjusted Tangible Net Worth is greater than or equal to $90,000,000170,000,000; (B) Servicer’s unrestricted cash and Cash Equivalents are greater than or equal to $20,000,000; (C) [reserved]; (D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for at least one (1) of the previous two (2) calendar quarterquarters. (iv) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000830,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,00040,000,000; (C) the ratio of Guarantor’s Total Indebtedness to Adjusted Tangible Net Worth is less than 5:17:1; and (D) Guarantor’s consolidated net income Net Income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.” (h) Section 13(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):

Financial Representations and Warranties. (i) (A) the ratio of PennyMac’s Total Indebtedness Indebtedness, to its Adjusted Tangible Net Worth is not greater than 10:1; , (B) the combined Liquidity of PennyMac and PMAC PMIT Holdings is not less than $25,000,000; 7,500,000, and (C) PennyMac’s Adjusted Tangible Net Worth is consolidated net income has been equal to or greater than or equal to $140,000,0001.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter. (ii) (A) the ratio of PMAC PMIT Holdings’ ’s Total Indebtedness Indebtedness, to its Adjusted Tangible AdjustedTangible Net Worth is not greater than 10:1; , (B) the combined Liquidity of PMAC PMIT Holdings and PennyMac is not less than $25,000,000; 7,500,000, and (C) PMAC PMIT Holdings’ Adjusted Tangible Net Worth is ’s consolidated net income has been equal to or greater than or equal to $220,000,0001.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter. (iii) (A) Servicer’s Adjusted Tangible Net Worth is greater than or equal to the sum of (i) $90,000,0005,000,000 and (ii) 50% of Servicer’s positive quarterly income for the previous quarter; (B) Servicer’s unrestricted cash and Cash Equivalents are is greater than or equal to $20,000,0002,500,000; (C) [reserved]Servicer’s residential mortgage servicing portfolio is in excess of $2,000,000,000 in un-amortized principal balance of loans; (D) the ratio of Servicer’s Total Indebtedness Indebtedness, to Adjusted Tangible Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter. (iv) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000300,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,00010,000,000; (C) the ratio of Guarantor’s Total total Indebtedness to Adjusted Tangible Net Worth is less than 5:13:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.” (h) Section 13(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):

Financial Representations and Warranties. (i) (A) the ratio of PennyMac’s Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) the combined Liquidity of PennyMac and PMAC Holdings is not less than $25,000,000; and (C) PennyMac’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000. (ii) (A) the ratio of PMAC Holdings’ Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; , (B) the combined Liquidity of PMAC Holdings and PennyMac is not less than $25,000,000; , and (C) PMAC Holdings’ Adjusted Tangible Net Worth is greater than or equal to $220,000,000. (iii) (A) Servicer’s Adjusted Tangible Net Worth is greater than or equal to $90,000,000170,000,000; (B) Servicer’s unrestricted cash and Cash Equivalents are greater than or equal to $20,000,000; (C) [reserved]; (D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter. (iv) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000830,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,00040,000,000; (C) the ratio of Guarantor’s Total total Indebtedness to Adjusted Tangible Net Worth is less than 5:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.”. " (hg) Section 13(p) 12 of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):adding Section 12(jj) as follows:

Financial Representations and Warranties. (i) (A) the ratio of PennyMac’s Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) the combined Liquidity of PennyMac and PMAC PMIT Holdings is not less than $25,000,000; (C) PennyMac’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter; and (CD) PennyMac’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000. (ii) (A) the ratio of PMAC PMIT Holdings’ Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; , (B) the combined Liquidity of PMAC PMIT Holdings and PennyMac is not less than $25,000,000; and , (C) PMAC PMIT Holdings’ consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter, and (D) PMIT Holdings’ Adjusted Tangible Net Worth is greater than or equal to $220,000,000. (iii) (A) Servicer’s Adjusted Tangible Net Worth is greater than or equal to $90,000,000; (B) Servicer’s unrestricted cash and Cash Equivalents are greater than or equal to $20,000,000; (C) [reserved]; (D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter. (iv) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,000; (C) the ratio of Guarantor’s Total total Indebtedness to Adjusted Tangible Net Worth is less than 5:13:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.” (hm) Section 13(p12(r) of the Agreement is hereby amended by deleting adding the section following language after the last sentence therein as follows: “Seller has all licenses required by it to own the Purchased Loans in its entirety and replacing it accordance with the laws of the related jurisdiction in which the Mortgaged Property is located.” (n) Section 12 of the Agreement is hereby amended by adding the following new clauses (bold for emphasis):hh) and (ii) thereto as follows: