Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Eligible Holders as a part of the written notice given pursuant to [Section 3(a)(i)]. In such event, the right of each Eligible Holder to registration pursuant to this Section 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Shares in the underwriting to the extent provided herein. The participating Eligible Holders shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters participating in the underwriting. Notwithstanding any other provision of this Section 3, if the managing underwriter(s) determines that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter(s) may limit the number of Eligible Shares proposed to be included in such registration and underwriting as follows:

Each Purchased Asset complied at origination, in all material respects, with all of the terms, conditions and requirements of Seller’s underwriting standards applicable to such Purchased Asset and since origination, the Purchased Asset has been serviced in all material respects in a legal manner in conformance with Seller’s servicing standards.

Underwriting Guidelines. A true and correct copy of the Underwriting Guidelines of PMC, which Buyer may access at PMC’s website (https://www.gopennymac.com/), with respect to Correspondent Mortgage Loans and are subject to Buyer’s approval.

Underwriting Guidelines. In the event that any Seller makes any amendment or modification to the Underwriting Guidelines, such Seller shall promptly deliver to Buyer a complete copy of the amended or modified Underwriting Guidelines, which with respect to Correspondent Mortgage Loans, Buyer will access by enrolling at PMC’s website (https://www.gopennymac.com/).

Underwriting Guidelines. Sellers shall have delivered to Buyer any amendments or modifications to the Underwriting Guidelines with respect to Mortgage Loans for the pending Transaction, and such amendments or modifications shall have been approved in writing by Buyer.

Underwriting. In the case of any offering made in accordance with Section 2(a), other than an offering made pursuant to a Takedown Demand:

Underwriting Guidelines. The Underwriting Guidelines provided to Buyer are the true and correct Underwriting Guidelines of Sellers.

Underwriting Guidelines. Without the prior written consent of Buyer, no Seller shall amend or otherwise modify the Underwriting Guidelines except to the extent required by changes to Agency Guidelines and Requirements of Law. Without limiting the foregoing, in the event that any Seller makes any amendment or modification to the Underwriting Guidelines, such Seller shall promptly deliver to Buyer a complete copy of the amended or modified Underwriting Guidelines.

Underwriting Guidelines. A true and correct copy of the Underwriting Guidelines certified by an officer of PMC.

Underwriting Requirements. In connection with any Registration Statement involving an underwritten offering of shares of the Company’s Common Stock and the shares of Common Stock underlying the Warrants, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not jeopardize the success of the offering by the Company. If the total number of Registrable Securities to be included in such offering (the “Requested Securities”) exceeds the number of securities to be sold (other than by the Company) that the underwriter in its reasonable discretion determines is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Requested Securities which the underwriter, in its sole discretion, determines will not jeopardize the success of the offering. If the underwriter determines that less than all of the Requested Securities can be included in such offering, then the securities to be registered that are included in such offering, after giving effect to the securities requested to be registered by the Purchasers in the manner set forth in the Private Placement Registration Rights Agreement, shall be allocated among the Holders in proportion (as nearly as practicable) to the number of Requested Securities owned by each Holder. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Registration Rights Holder to the nearest 10 shares. For purposes of the provision in this Section 4 concerning apportionment, for any Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and affiliates of such Holder, or the estates and immediate family members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate number of Requested Securities owned by all Persons included in such “Holder,” as defined in this sentence. The Holders understand that the underwriter may determine that none of the Registrable Securities can be included in the offering.