0001558370-17-008425 Sample Contracts

GUARANTY by PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as guarantor Dated as of December 19, 2016
Pennymac Financial Services, Inc. • November 7th, 2017 • Mortgage bankers & loan correspondents • New York

This GUARANTY, dated as of December 19, 2016 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by Private National Mortgage Acceptance Company, LLC, a Delaware limited liability company (“Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”).

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SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents

The Parties have agreed to amend the Master Repurchase Agreement dated August 19, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated as of May 23, 2017, the “Amended MRA”, and as amended hereby and as further supplemented, amended or restated from time to time, the “MRA”)), to provide that Fannie Mae Small Mortgage Loans are Eligible Mortgage Loans and they hereby amend the Amended MRA as follows.

THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents

The Parties have agreed to amend the Master Repurchase Agreement dated August 19, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated May 23, 2017 and the Second Amendment to Master Repurchase Agreement dated September 27, 2017 (the “Amended MRA”) and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to (i) extend the latest Termination Date, (ii) change the definition of “Debt” and (i) adjust the Minimum Adjusted Tangible Net Worth and Maintenance of Liquidity covenants, and they hereby amend the Original MRA as follows.

AMENDMENT NO. 1 SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 1 to Second Amended and Restated Management Agreement, dated as of September 27, 2017 (the “Amendment”), by and among PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), PennyMac Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and PNMAC Capital Management, LLC, a Delaware limited liability company (the “Manager”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED FLOW COMMERCIAL MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 1 to the Amended and Restated Flow Commercial Mortgage Loan Purchase Agreement dated and effective as of June 1, 2016 (this "Amendment") is made as of September 27, 2017 by and between PENNYMAC CORP., as Purchaser, and PENNYMAC LOAN SERVICES, LLC, as Seller.

AMENDMENT NO. 1 TO AMENDED AND RESTATED COMMERCIAL MORTGAGE SERVICING OVERSIGHT AGREEMENT
Commercial Mortgage Servicing Oversight Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This Amendment No. 1 to the Amended and Restated Commercial Mortgage Servicing Oversight Agreement dated and effective as of June 1, 2016 (this “Amendment”) is made as of September 27, 2017 by and among PENNYMAC CORP., as Owner, PENNYMAC HOLDINGS, LLC, as Owner, and PENNYMAC LOAN SERVICES, LLC, as PLS or Oversight Servicer.

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 2 to Master Repurchase Agreement, dated as of September 22, 2017 (this “Amendment”), by and between PennyMac Loan Services, LLC (the “Seller”) and Royal Bank of Canada (the “Buyer”).

MORTGAGE BANKING SERVICES AGREEMENT
Mortgage Banking Services Agreement • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

Amendment No. 2 to Amended and Restated Mortgage Banking Services Agreement, dated as of October 31, 2017 (the “Amendment”), by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Service Provider”), and PennyMac Corp., a Delaware corporation (the “Company”).

AMENDMENT NUMBER TEN 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 • November 7th, 2017 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER TEN (this “Amendment Number Ten”) is made this 25th day of August, 2017, 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, among Seller, Buyer and Agent, 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.

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