0001564590-18-020038 Sample Contracts

AMENDMENT NUMBER SIX to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Loan and Security Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 22nd day of June, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and 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.

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PENNYMAC MORTGAGE INVESTMENT TRUST
Award Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _________ (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No.1 to Second Amended and Restated Master Repurchase Agreement, dated as of April 27, 2018 (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 (a “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Operating Partnership, L.P. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”).

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 1 to Master Repurchase Agreement, dated as of May 3, 2018 (this “Amendment”), by and among PennyMac Operating Partnership, L.P. ( “POP”), PennyMac Corp. (“PMC”, and together with POP, each individually a “Seller”, and collectively the “Sellers”), PennyMac Mortgage Investment Trust (“Guarantor”) and Royal Bank of Canada (the “Buyer”).

AMENDMENT NUMBER FIVE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Loan and Security Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 8th day of June, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and 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 TWO to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Loan and Security Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and 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 THREE to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and 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 AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Seller” and collectively, the “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and 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 MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Seller” and collectively, the “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and 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 MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and 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. 4 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of April 27, 2018 (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 (a “Committed Buyer” and a “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Holdings, LLC (“PennyMac Holdings”), PennyMac Corp. (“PMC”), PennyMac Operating Partnership, L.P., in their capacity as sellers (“POP”, together with PennyMac Holdings and PMC, each a “Seller” and, collectively, the “Sellers”), PMC REO Financing Trust, an asset subsidiary (the “REO Subsidiary” and together with the Sellers, the “Seller Parties”) and PennyMac Mortgage Investment Trust (“PMIT”) and POP, in their capacity as guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

AMENDMENT NUMBER THREE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A.
Loan and Security Agreement • August 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and 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.

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