Maintaining Eligibility

Overview

Any Seller approved for participation in the Pennymac Non-Delegated Seller Program must continue to meet the eligibility requirements herein to maintain its eligibility and approval to participate.

Notification of Significant Changes

The Seller must send Pennymac written notice of any contemplated major changes in its organization, including with its notice copies of any filings with, or approvals from, its regulators. Pennymac requires notice of, among other things, the following significant changes relating to the Seller:

• Any mergers, consolidations or reorganizations
• Any direct or indirect material change in ownership. An “indirect change in ownership” includes any change in the ownership of the Seller’s parent, any owner of the parent, or any beneficial owner of the Seller that does not own a direct interest in the Seller
• Any change in corporate name
• Any change from a federal charter to a state charter (or vice versa) if the Seller is a savings and loan association or a bank
• Material changes in financial condition

Changes to Corporate Authority and Banking Relationships

In the event that there is any change in the authority evidenced by the Corporate Resolution, or in the banking relationships described in the Funding Instructions Notification, the lender must immediately deliver to Pennymac a replacement Corporate Resolution, which accurately reflects the corporate authorizations granted by the lender, or a Funding Instructions Notification which accurately describes the banking relationships in effect, as applicable.

Pennymac will not recognize any changes in the Seller’s corporate authorizations or funding instructions until the replacement Corporate Resolution, or Funding Instructions Notification, as applicable, is received by Pennymac.

Compliance Reporting Requirements

If the Seller is subject to the jurisdiction of any governmental agency or quasi-governmental agency, such as Fannie Mae, Freddie Mac, HUD or FDIC, Pennymac may request copies of any audit reports issued by such agencies.

If any disciplinary action is taken by any such agency, including suspension or termination of the Seller’s selling or servicing rights, the Seller must notify Pennymac within three business days of such action. Any reports or notices to be delivered to Pennymac pursuant to this Section of the Manual must be delivered to Pennymac Client Administration at the address set forth in the Quick Reference Guide.

Periodic Reviews

Pennymac will routinely review each Seller’s book of business to monitor performance. The reviews will include, but may not be limited to the following:

• Product mix
• Best-effort commitment pull through rate
• Mark-to-market (MTM) exposure
• Delinquency data
• HUD compare ratios
• Repurchase activity
• Defective delivery rate
• Number of Early Payment Default (EPD) loans
• Number of Early Payoffs (EPOs) and overall portfolio turnover (See below for additional guidance on this topic)

Audits

Pennymac may audit the Seller’s mortgage loan origination operations and examine the books and records relating to any mortgage loan sold by the Seller to Pennymac. The Seller will facilitate such audits and provide Pennymac and its agent’s access to the Seller’s offices, books and records at reasonable times during the Seller’s normal business hours.

Seller Annual Recertification

All Sellers are required to complete an annual recertification within 30 days of the anniversary of their approval date. Sellers will need to advise of any material changes in financial condition, structure or business operations. The annual recertification process requires a:

• Completed and executed Recertification Form; and
• Current Profit and Loss and Balance Sheet.

Financial Statement Delivery Requirements

All Sellers are required to provide audited financials within 120 days of the fiscal year end. Interim financial statements are required within 30 days of each quarter end. More frequent reporting may be required. Submit financial statements to: Send email to ["Financials"].