0001564590-17-002631 Sample Contracts

AMENDMENT NUMBER TWO to the MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT dated as of September 14, 2015 among BARCLAYS BANK PLC and PENNYMAC CORP. and PENNYMAC LOAN SERVICES, LLC
Participation Purchase and Sale Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of this 2nd day of December, 2016, by and among Barclays Bank PLC (the “Purchaser” and the “Agent”), PennyMac Loan Services, LLC (the “Servicer”) and PennyMac Corp. (the “Seller”), and amends that certain Mortgage Loan Participation Purchase and Sale Agreement, dated as of September 14, 2015, as amended by Amendment Number One, dated as of August 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among the Purchaser, the Agent, the Servicer and the Seller.

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AMENDMENT NUMBER TWO to the
Loan and Security Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 2nd day of December 2016, between among PENNYMAC CORP., a Delaware corporation, (“PMAC” or a “Borrower”), PENNYMAC HOLDINGS, LLC (“Holdings” or a “Borrower”; together with PMAC, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Amended and Restated Loan and Security Agreement, dated as of September 15, 2016, among Borrowers and Lender, 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 NUMBER TWENTY-FOUR 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.
Number • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWENTY-FOUR (this “Amendment Number Twenty-Four”) is made this 2nd day of December, 2016 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 NUMBER TWO to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of January 22, 2016 among BARCLAYS BANK PLC and PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC and PENNYMAC MORTGAGE INVESTMENT TRUST
Loan and Security Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of this 2nd day of December, 2016, by and among Barclays Bank PLC (the “Lender”), PennyMac Mortgage Investment Trust (the “Guarantor”), PennyMac Holdings, LLC (“Holdings”) and PennyMac Corp. (“PCM” and, together with Holdings, the “Borrowers”), and amends that certain Amended and Restated Loan and Security Agreement, dated as of January 22, 2016, as amended by Amendment Number One, dated as of August 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Lender, the Guarantor and the Borrowers.

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated as of December 22, 2016 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch and Alpine Securitization LTD (collectively, the “Buyers”), PennyMac Operating Partnership, L.P. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 3 to Amended and Restated Master Repurchase Agreement, dated as of December 22, 2016 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch and Alpine Securitization LTD (collectively, the “Buyers”), PennyMac Corp., PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. (each a “Seller” and collectively, the “Sellers”), PMC REO FINANCING TRUST (the “REO Subsidiary”) and PennyMac Mortgage Investment Trust (“PMIT”) and PennyMac Operating Partnership, L.P., in their capacity as guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

AMENDMENT NUMBER EIGHTEEN 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 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER EIGHTEEN (this “Amendment Number Eighteen”) is made this 2nd day of February, 2017, 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 NUMBER THREE to the
Loan and Security Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 2nd day of February, 2017, between among PENNYMAC CORP., a Delaware corporation, (“PMAC” or a “Borrower”), PENNYMAC HOLDINGS, LLC (“Holdings” or a “Borrower”; together with PMAC, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Amended and Restated Loan and Security Agreement, dated as of September 15, 2016, among Borrowers and Lender, 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 NUMBER TWENTY-FIVE 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.
Number • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWENTY-FIVE (this “Amendment Number Twenty-Five”) is made this 2nd day of February, 2017 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 NUMBER SEVENTEEN 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 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER SEVENTEEN (this “Amendment Number Seventeen”) is made this 2nd day of December, 2016, 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. 2 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated as of September 9, 2016 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated under the laws of Switzerland, acting through its Cayman Islands Branch (the “Buyer”), PennyMac Corp., PennyMac Holdings, LLC, PennyMac Operating Partnership, L.P. (each a “Seller” and collectively, the “Sellers”), PMC REO FINANCING TRUST (the “REO Subsidiary”) and PennyMac Investment Trust (“PMIT”) and PennyMac Operating Partnership, L.P., in their capacity as guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

AMENDMENT NUMBER THREE to the MASTER REPURCHASE AGREEMENT dated as of September 14, 2015 among BARCLAYS BANK PLC and PENNYMAC CORP. and PENNYMAC LOAN SERVICES, LLC and PENNYMAC MORTGAGE INVESTMENT TRUST
Master Repurchase Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment”) is made as of this 2nd day of December, 2016, by and among Barclays Bank PLC (the “Purchaser” and the “Agent”), PennyMac Mortgage Investment Trust (the “Guarantor”), PennyMac Loan Services, LLC (the “Servicer”) and PennyMac Corp. (the “Seller”), and amends that certain Master Repurchase Agreement, dated as of September 14, 2015, as amended by Amendment Number One, dated as of August 31, 2016 and Amendment Number Two, dated as of September 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among the Purchaser, the Agent, the Guarantor, the Servicer and the Seller.

AMENDMENT NUMBER THREE to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of January 22, 2016 among BARCLAYS BANK PLC and PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC and PENNYMAC MORTGAGE INVESTMENT TRUST
Loan and Security Agreement • February 28th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment”) is made as of this 30th day of January, 2017, by and among Barclays Bank PLC (the “Lender”), PennyMac Mortgage Investment Trust (the “Guarantor”), PennyMac Holdings, LLC (“Holdings”) and PennyMac Corp. (“PCM” and, together with Holdings, the “Borrowers”), and amends that certain Amended and Restated Loan and Security Agreement, dated as of January 22, 2016, as amended by Amendment Number One, dated as of August 31, 2016 and Amendment Number Two, dated as of December 2, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Lender, the Guarantor and the Borrowers.

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