0001104659-14-007203 Sample Contracts

AMENDMENT NO. 6 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 6 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of January 2, 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”).

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AMENDMENT NO. 1 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 1 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of August 17, 2012 (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”).

AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Seller shall repurchase Purchased Mortgage Loans such that (i) the aggregate outstanding Purchase Price does not exceed the Aggregate Transaction Limit and (ii) the applicable portion of the aggregate outstanding Purchase Price does not exceed any Type Sublimit. Seller shall repurchase Purchased Mortgage Loans in order to reduce the aggregate outstanding Purchase Price to the Aggregate Transaction Limit (as reduced by the termination of such Temporary Increase) in accordance with Section 6 of the Agreement.

AMENDMENT NO. 3 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 3 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of December 5, 2012 (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”).

AMENDMENT NUMBER SEVEN to the MASTER REPURCHASE AGREEMENT Dated as of May 24, 2012, among PENNYMAC CORP., PENNYMAC LOAN SERVICES, LLC and CITIBANK, N.A.
Master Repurchase Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER SEVEN (this “Amendment Number Seven”) is made this 5th day of February, 2014 (the “Effective Date”), among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 24, 2012, among Seller, Servicer and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NO. 5 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 5 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of March 28, 2013 (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”).

AMENDMENT NO. 4 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 4 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of January 3, 2013 (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”).

GUARANTY
Guaranty • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

GUARANTY, dated as of December 23, 2011, made by PennyMac Mortgage Investment Trust, a Maryland real estate investment trust, and PennyMac Operating Partnership, L.P., a Delaware limited partnership, each a “Guarantor” and, collectively, the “Guarantors”), in favor of Bank of America, N.A. (“Purchaser”).

AMENDMENT NO. 2 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 2 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of October 29, 2012 (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”).

AMENDMENT NUMBER FOURTEEN to the MASTER REPURCHASE AGREEMENT Dated as of December 9, 2010, among PENNYMAC CORP., PENNYMAC HOLDINGS, LLC and PENNYMAC LOAN SERVICES, LLC and CITIBANK, N.A.
Master Repurchase Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER FOURTEEN (this “Amendment Number Fourteen”) is made this 5th day of February, 2014 (the “Effective Date”) among PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC f/k/a PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC (each, a “Seller” and jointly and severally, the “Seller” or “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of December 9, 2010, among Sellers, Servicer and Buyer, as such agreement may be amended from time to time (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NO. 7 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 6th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 7 to Mortgage Loan Participation Purchase And Sale Agreement, dated as of January 31, 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”).

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