0001558370-16-003986 Sample Contracts

PENNYMAC CORP., as an Owner, PENNYMAC HOLDINGS, LLC, as an Owner, and PENNYMAC LOAN SERVICES, LLC as Oversight Servicer, COMMERCIAL MORTGAGE SERVICING OVERSIGHT AGREEMENT Dated as of December 15, 2015
Commercial Mortgage Servicing Oversight Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Commercial Mortgage Servicing Oversight Agreement (“Agreement”), is dated and effective as of December 15, 2015, among PENNYMAC CORP., as Owner, PENNYMAC HOLDINGS, LLC, as Owner, and PENNYMAC LOAN SERVICES, LLC, as PLS or Oversight Servicer.

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SERVICING AGREEMENT Dated as of July 13, 2015 Between PENNYMAC CORP., PENNYMAC HOLDINGS, LLC, and New Owner collectively, as the “Owner,” PENNYMAC LOAN SERVICES, LLC in certain cases, a “Special Servicer” and MIDLAND LOAN SERVICES, A DIVISION OF PNC...
Servicing Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Kansas

THIS SERVICING AGREEMENT dated as of July 13, 2015, is between PennyMac Corp., a Delaware corporation, PennyMac Holdings, LLC, a Delaware limited liability company, any other parties signing this Agreement as an owner of Mortgage Loans as listed in Schedule I and any New Owners (collectively as the "Owner"), PennyMac Loan Services, LLC, a Delaware limited liability company ("PennyMac Loan Servicer" and in certain cases, a "Special Servicer"), and Midland Loan Services, a Division of PNC Bank, National Association, a national banking association ("Master Servicer" and in certain cases, a "Special Servicer").

FLOW COMMERCIAL MORTGAGE LOAN PURCHASE AGREEMENT
Commercial Mortgage Loan Purchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • California

This Purchase Agreement (the “Agreement”) is made and entered into as of December 1, 2015 by and between PennyMac Loan Services, LLC (the “Seller”) and PennyMac Corp. (the “Purchaser”).

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 10 to Amended and Restated Master Repurchase Agreement, dated as of November 10, 2015 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Loan Services, LLC (the “Seller”) and Private National Mortgage Acceptance Company, LLC (the “Guarantor”).

TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 2 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 22, 2015 (this “Amendment”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Loan Services, LLC (“Seller”) and Private National Mortgage Acceptance Company, LLC (“Guarantor”).

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 11 to Amended and Restated Master Repurchase Agreement, dated as of December 15, 2015 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Loan Services, LLC (the “Seller”) and Private National Mortgage Acceptance Company, LLC (the “Guarantor”).

AMENDED AND RESTATED MASTER SPREAD PARTICIPATION AGREEMENT Dated as of November 10, 2015 by and among PENNYMAC LOAN SERVICES, LLC and
Master Spread Participation Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

THIS MASTER SPREAD PARTICIPATION AGREEMENT, dated as of November 10, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is by and between PENNYMAC LOAN SERVICES, LLC (“Company”) and PENNYMAC LOAN SERVICES, LLC (the “Initial Participant”).

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 12 to Amended and Restated Master Repurchase Agreement, dated as of January 28, 2016 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Loan Services, LLC (the “Seller”) and Private National Mortgage Acceptance Company, LLC (the “Guarantor”).

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (PARTICIPATION CERTIFICATES AND SERVICING)
Loan and Security Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 4 to Loan and Security Agreement (this “Amendment”) is made as of January 28, 2016 by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CS”), PENNYMAC LOAN SERVICES, LLC (the “Lender”) and PENNYMAC HOLDINGS, LLC (the “Borrower”).

AMENDMENT NUMBER SIX to the MASTER REPURCHASE AGREEMENT Dated as of July 2, 2013, among PENNYMAC LOAN SERVICES, LLC, MORGAN STANLEY BANK. N.A. and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
Master Repurchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 9th day of November, 2015, among PENNYMAC LOAN SERVICES, LLC a Delaware limited liability company, as seller (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of July 2, 2013, between Seller 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. 2 TO AMENDED AND RESTATED MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT (PARTICIPATION CERTIFICATES AND SERVICING)
Master Spread Acquisition and MSR Servicing Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 2 to Amended and Restated Master Spread Acquisition and MSR Servicing Agreement, dated as of November 10, 2015 (this “Amendment”) among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “CSFB”), PENNYMAC LOAN SERVICES, LLC (the “Seller”) and PENNYMAC HOLDINGS, LLC (the “Purchaser”).

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (PARTICIPATION CERTIFICATES AND SERVICING)
Loan and Security Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 3 to Loan and Security Agreement (this “Amendment”) is made as of December 15, 2015 by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CS”), PENNYMAC LOAN SERVICES, LLC (the “Lender”) and PENNYMAC HOLDINGS, LLC (the “Borrower”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • California

This Mortgage Loan Purchase Agreement is dated and effective as of 9/25/12, by and between the "Seller" and the "Purchaser" identified on the signature page hereto.

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (PARTICIPATION CERTIFICATES AND SERVICING)
Loan and Security Agreement • March 10th, 2016 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 2 to Loan and Security Agreement (this “Amendment”) is made as of November 10, 2015 by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CS”), PENNYMAC LOAN SERVICES, LLC (the “Lender”) and PENNYMAC HOLDINGS, LLC (the “Borrower”).

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