EX-10.116



 Exhibit 10.116 
  

			
	POP REWAREHOUSE TPO FACILITY	  	EXECUTION

 AMENDMENT NO. 8 

TO MASTER REPURCHASE AGREEMENT 

Amendment No. 8 to Master Repurchase Agreement, dated as of January 28, 2016 (this “Amendment”), among Credit
Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Operating Partnership, L.P. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”). 

RECITALS 
 The Buyer, the
Seller and the Guarantor are parties to that certain Master Repurchase Agreement, dated as of September 28, 2012 (as amended by Amendment No. 1, dated as of May 8, 2013, Amendment No. 2, dated as of December 31, 2013,
Amendment No. 3, dated as of January 10, 2014, Amendment No. 4, dated as of October 31, 2014, Amendment No. 5, dated as of April 14, 2015, Amendment No. 6, dated as of October 30, 2015, and Amendment
No. 7, dated as of December 15, 2015, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and the related Pricing Side Letter, dated as of
September 28, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). The Guarantor is a party to that certain Guaranty (as amended, restated, supplemented or otherwise
modified from time to time, the “Guaranty”), dated as of September 28, 2012, by the Guarantor in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing
Repurchase Agreement and Guaranty, as applicable. 
 The Buyer, the Seller and the Guarantor have agreed, subject to the terms and
conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the
Buyer has required the Guarantor to ratify and affirm the Guaranty on the date hereof. 
 Accordingly, the Buyer, the Seller and the
Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows: 

SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of
“Termination Date” in its entirety and replacing it with the following: 
 SECTION 2. “Termination Date”
means the earlier of (a) March 31, 2016, and (b) the date of the occurrence of an Event of Default. 
 SECTION 3.
Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent: 

3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance: 
 (a) this Amendment, executed and delivered by duly authorized officers of
the Buyer, the Seller and the Guarantor; and 

  
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 (b) such other documents as the Buyer or counsel to the Buyer may reasonably
request. 
 SECTION 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance
with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties
contained in Section 13 of the Repurchase Agreement. 
 SECTION 5. Limited Effect. Except as expressly amended and modified by
this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts (including
by facsimile or .pdf), each of which shall be an original and all of which taken together shall constitute one and the same instrument. 

SECTION 7. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
 SECTION 9.
Reaffirmation of Guaranty. The Guarantor hereby ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall
apply to all of the Obligations of Seller to Buyer under the Pricing Side Letter and the Repurchase Agreement, as amended hereby. 

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 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

			
	CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Buyer
		
	By:	 	 /s/ Elie Chau

	Name:	 	Elie Chau
	Title:	 	Vice President
	
	 PENNYMAC OPERATING PARTNERSHIP, L.P., as Seller

		 	/s/ Pamela Marsh
		
	By:	 	PennyMac GPOP, Inc, it’s General Partner
	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer
	
	 PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor

		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President



  
 Signature Page to
Amendment No. 8 to Master Repurchase Agreement