AMENDMENT NO. 8 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT

Exhibit 10.130

EXECUTION VERSION

AMENDMENT NO. 8

TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT

Amendment No. 8 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of March 27, 2014 (this “Amendment”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Corp. (“Seller”), PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (individually and collectively, the “Guarantor”).

RECITALS

Purchaser, Guarantor and Seller are parties to that certain Mortgage Loan Participation Purchase And Sale Agreement, dated as of December 23, 2011, (as amended from time to time, the “Existing MLPSA”; and as further amended by this Amendment, the “MLPSA”). The Guarantor is a party to that certain Guaranty (as amended from time to time, the “Guaranty”), dated as of December 23, 2011, made by Guarantor in favor of Purchaser.

Purchaser, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing MLPSA be amended to reflect certain agreed upon revisions to the terms of the Existing MLPSA. As a condition precedent to amending the Existing MLPSA, Purchaser has required Guarantor to ratify and affirm the Guaranty on the date hereof.

Accordingly, Purchaser, Seller and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing MLPSA is hereby amended as follows:

SECTION 1. Facility Fee. Section 2 of the Existing MLPSA is hereby amended by deleting clause (g) in its entirety and replacing it with the following (modified text underlined for review purposes only):

(g) The Facility Fee shall be deemed earned in full on the Effective Date and if the Agreement is renewed, thereafter on or before the anniversary of the Effective Date. The Facility Fee shall be payable in monthly installments, which shall be paid on March 27, 2014 and on the fifth (5^th) day of every month thereafter; provided that if any such day is not a Business Day, the next succeeding Business Day. Such payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Purchaser at such account designated by Purchaser. In the event Seller terminates the Agreement prior to the Expiration Date, the unpaid portion of the Facility Fee shall be paid in full. In the event Purchaser notifies Seller in writing that it shall no longer purchase Participation Certificates from Seller in accordance with the Agreement other than due to the occurrence of a Potential Default or Event of Default, Purchaser shall refund to Seller a pro-rated portion of the Facility Fee.

SECTION 2. Covenants of Seller. Section 11 of the Existing MLPSA is hereby amended by deleting subsection (a)(iv) in its entirety and replacing it with the following:

(iv) Profitability. (A) PMIT shall maintain profitability of at least $1.00 in Net Income for the Test Period; and (B) PMOP shall maintain profitability of at least $1.00 in Net

Income for the Test Period less any xxxx-to-market adjustments with respect to the derivative related to the issuance of PennyMac Corp. 5.375% Exchangeable Senior Notes due 2020.

SECTION 3. Fees and Expenses. Seller hereby agrees to pay to Purchaser, on demand, any and all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Purchaser in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed.

SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date hereof upon Purchaser’s receipt of this Amendment, executed and delivered by a duly authorized officer of Purchaser, Seller and Guarantor.

SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing MLPSA shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

SECTION 7. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 8. GOVERNING LAW. THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 9. Reaffirmation of Guaranty. The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Purchaser under the Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iii) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect.

[SIGNATURE PAGE FOLLOWS]

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

BANK OF AMERICA, N.A., as Purchaser
By:		/s/ Xxxx Xxxxxxxxx
		Name:  Xxxx Xxxxxxxxx
		Title:    Vice President
PENNYMAC CORP., as Seller
By:		/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President, Treasurer
PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor
By:		/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President, Treasurer
PENNYMAC OPERATING PARTNERSHIP, L.P., as Guarantor
By:		PennyMac GP OP, Inc., its General Partner
By:		/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Executive Vice President, Treasurer

Signature Page to Amendment No. 8 to MLPSA