Ex 10.2 2018-GT1 Term Note Indent Supp



		

			 

		





		
			Exhibit 10.2
		

		
			EXECUTION COPY
		

		
			 
		

		
			 
		

		
			 
		

		
			PNMAC GMSR ISSUER TRUST,
		

		
			 
		

		
			as Issuer
		

		
			 
		

		
			and
		

		
			 
		

		
			CITIBANK, N.A.,
		

		
			 
		

		
			as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary
		

		
			 
		

		
			and
		

		
			 
		

		
			PENNYMAC LOAN SERVICES, LLC,
		

		
			 
		

		
			as Administrator and Servicer
		

		
			 
		

		
			and
		

		
			 
		

		
			CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
		

		
			 
		

		
			as Administrative Agent
		

		
			 
		

		
			__________
		

		
			 
		

		
			SERIES 2018-GT1 INDENTURE SUPPLEMENT
		

		
			 
		

		
			Dated as of February 28, 2018
		

		
			 
		

		
			To
		

		
			 
		

		
			SECOND AMENDED AND RESTATED BASE INDENTURE
		

		
			 
		

		
			Dated as of August 10, 2017
		

		
			 
		

		
			MSR COLLATERALIZED NOTES,
		

		
			 SERIES 2018-GT1
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

			 

		





		

		
			 
		

		
			TABLE OF CONTENTS
		

			
					
						

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						PAGE

				
	
					
						SECTION 1.

					
					
						CREATION OF THE SERIES 2018-GT1 TERM NOTES. 

					
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						SECTION 2.

					
					
						DEFINED TERMS. 

					
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						SECTION 3.

					
					
						FORM OF THE SERIES 2018-GT1 TERM NOTES; TRANSFER RESTRICTIONS; CERTAIN ADDITIONAL ERISA CONSIDERATIONS. 

					
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						SECTION 4.

					
					
						PAYMENTS AND ALLOCATION OF FUNDS ON PAYMENT DATES; NO SERIES RESERVE ACCOUNT. 

					
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						SECTION 5.

					
					
						OPTIONAL REDEMPTION AND REFINANCING. 

					
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						SECTION 6.

					
					
						OPTIONAL EXTENSION OF STATED MATURITY DATE. 

					
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						SECTION 7.

					
					
						DETERMINATION OF NOTE INTEREST RATE AND LIBOR. 

					
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						SECTION 8.

					
					
						CONDITIONS PRECEDENT SATISFIED. 

					
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						SECTION 9.

					
					
						REPRESENTATIONS AND WARRANTIES. 

					
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						SECTION 10.

					
					
						AMENDMENTS. 

					
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						SECTION 11.

					
					
						COUNTERPARTS. 

					
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						SECTION 12.

					
					
						ENTIRE AGREEMENT. 

					
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						SECTION 13.

					
					
						LIMITED RECOURSE. 

					
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						SECTION 14.

					
					
						OWNER TRUSTEE LIMITATION OF LIABILITY. 

					
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						SECTION 15.

					
					
						CREDIT RISK RETENTION. 

					
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			This SERIES 2018-GT1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), dated as of February 28, 2018, is made by and among PNMAC GMSR ISSUER TRUST, a statutory trust organized under the laws of the State of Delaware, as issuer (the “Issuer”), CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”), as calculation agent (the “Calculation Agent”), as paying agent (the “Paying Agent”) and as securities intermediary (the “Securities Intermediary”), PENNYMAC LOAN SERVICES, LLC, a limited liability company organized under the laws of the State of Delaware (“PLS”), as administrator (the “Administrator”) and servicer (the “Servicer”), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CSFB”), a Delaware limited liability company, as Administrative Agent.  This Indenture Supplement relates to and is executed pursuant to that certain Second Amended and Restated Base Indenture, dated as of August 10, 2017, including the schedules and exhibits thereto (as supplemented hereby, as amended by Amendment No. 1 thereto, dated as of the date hereof, and as amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), among the Issuer, PLS, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, and PENTALPHA SURVEILLANCE LLC, a Delaware limited liability company, as credit manager (the “Credit Manager”), CSFB, as Administrative Agent, and the “Administrative Agents” from time to time parties thereto, all the provisions of which are incorporated herein as modified hereby and shall be a part of this Indenture Supplement as if set forth herein in full (the Base Indenture as so supplemented by this Indenture Supplement, collectively referred to as the “Indenture”).
		

		
			Capitalized terms used and not otherwise defined herein shall have the respective meanings given them in the Base Indenture.
		

		
			PRELIMINARY STATEMENT
		

		
			The Issuer has duly authorized the issuance of a Series of Term Notes, the Series 2018-GT1 Term Notes (as defined below).  The parties are entering into this Indenture Supplement to document the terms of the issuance of the Series 2018-GT1 Term Notes pursuant to the Base Indenture, which provides for the issuance of Notes in multiple series from time to time.
		

		
			Section 1.        Creation of the Series 2018-GT1 Term Notes.
		

		
			There are hereby created, effective as of the Issuance Date, the Series 2018-GT1 Term Notes, to be issued pursuant to the Base Indenture and this Indenture Supplement, to be known as “PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, Series 2018-GT1” (the “Series 2018-GT1 Term Notes”).  The Series 2018-GT1 Term Notes will be rated and shall be subordinated to the Series 2016-MBSADV1 Notes.  The Series 2018-GT1 Term Notes are issued in one (1) Class of Term Notes with the Initial Note Balance, Stated Maturity Date, Note Interest Rate and other terms as specified in this Indenture Supplement.  The Series 2018-GT1 Term Notes shall be secured by the Trust Estate Granted to the Indenture Trustee pursuant to the Base Indenture.  The Indenture Trustee shall hold the Trust Estate as collateral security for the benefit of the Noteholders of the Series 2018-GT1 Term Notes and all other Series of Notes issued under the Base Indenture as described therein.  In the event that any term or provision contained herein with respect to the Series 2018-GT1 Term Notes shall conflict with or be inconsistent with any term or provision contained in the Base Indenture, the terms and provisions of this Indenture Supplement shall govern to the extent of such conflict.
		

		
			
		

		
			


		 


		

			 

		





 



		

			 

		





		

		
			Section 2.        Defined Terms.
		

		
			With respect to the Series 2018-GT1 Term Notes and in addition to or in replacement of the definitions set forth in Section 1.1 of the Base Indenture, the following definitions shall be assigned to the defined terms set forth below:
		

		
			“Acquired MSRs” means, with respect to the acquisition by PLS of servicing related to previously issued Ginnie Mae MBS, the MSRs related to the Mortgage Loans included in such acquired Ginnie Mae MBS.
		

		
			“Administrative Agent” means, for so long as the Series 2018-GT1 Term Notes are Outstanding: (i) with respect to the provisions of this Indenture Supplement, CSFB, or an Affiliate or successor thereto; and (ii) with respect to the provisions of the Base Indenture, together CSFB and such other parties as set forth in any other Indenture Supplement, or a respective Affiliate or any respective successor thereto.  For the avoidance of doubt, reference to “it” or “its” with respect to the Administrative Agent in this Indenture Supplement or in the Base Indenture shall mean “them” and “their,” and reference to the singular herein and therein in relation to the Administrative Agent will be construed as if plural.
		

		
			“Advance Rate” means, with respect to the Series 2018-GT1 Term Notes, 60% of the Collateral Value of the Portfolio; provided, that, upon the occurrence of an Advance Rate Reduction Event, the Advance Rate will decrease by 1.00% per month until the Advance Rate Reduction Event is cured in all respects subject to the satisfaction of the Administrative Agent, at which point the Advance Rate, as applicable, will revert to the value it had prior to the occurrence of such Advance Rate Reduction Event.
		

		
			“Advisers Act” has the meaning assigned to such term in Section 3(c) hereof.
		

		
			“Anticipated Amendments” has the meaning assigned to such term in Section 10(b) hereof.
		

		
			“Applicable Ratings” means, with respect to the Series 2018-GT1 Term Notes, “BBB- (sf)”.
		

		
			“Base Indenture” has the meaning assigned to such term in the Preamble.
		

		
			“Benefit Plan Investor” has the meaning assigned to such term in Section 3(c) hereof.
		

		
			“Corporate Trust Office” means the corporate trust offices of the Indenture Trustee at which at any particular time its corporate trust business with respect to the Issuer shall be administered, which offices at the Issuance Date are located at Citibank, N.A., Corporate and Investment Banking, 388 Greenwich Street, 14th Floor, New York, NY 10013, Attention: PNMAC GMSR ISSUER TRUST MSR Collateralized Notes, including for Note transfer, exchange or surrender purposes.
		

		
			“Cumulative Interest Shortfall Amount Rate” means, with respect to the Series 2018-GT1 Term Notes, 2.00% per annum.
		

		
			
		

		
			


		 


		

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			“Default Supplemental Fee” means, for the Series 2018-GT1 Term Notes and each Payment Date during the Full Amortization Period and on the date of final payment of such Notes (if the Full Amortization Period is continuing on such final payment date), a fee equal to the product of
		

		
			(i) the Default Supplemental Fee Rate multiplied by
		

		
			(ii) the average daily Note Balance since the prior Payment Date of the Series 2018-GT1 Term Notes multiplied by
		

		
			(iii) a fraction, the numerator of which is the number of days elapsed from and including the prior Payment Date (or, if later, the commencement of the Full Amortization Period) to but excluding such Payment Date and the denominator of which equals 360.
		

		
			“Default Supplemental Fee Rate” means, with respect to the Series 2018-GT1 Term Notes, 2.00% per annum.
		

		
			“Early Amortization Event” occurs with respect to the Series 2018-GT1 Term Notes when:
		

		
			(i)the amount currently funded with respect to all Series of VFNs, measured individually, by a Noteholder of an MBS Advance VFN is less than $50,000,000; or
		

		
			(ii)an Advance Rate Reduction Event has occurred and has been continuing for six (6) consecutive months.
		

		
			 “Early Amortization Event Payment Amount” means, with respect to the Series 2018-GT1 Term Notes, the sum of (i) one-thirty-sixth (1/36) of the Note Balance of the Series 2018-GT1 Term Notes as of the date on which an Early Amortization Event occurs and (ii) the product of (a) the Series Allocation Percentage of the Series 2018-GT1 Term Notes and (b) the amounts in the Collection and Funding Account that are designated as “Advance Rate Reduction Event Reserve Amounts” on such Payment Date, if applicable.
		

		
			“Early Termination Event” means, with respect to the Series 2018-GT1 Term Notes, not applicable.
		

		
			“Early Termination Event Payment Amount” means, with respect to the Series 2018-GT1 Term Notes, not applicable.
		

		
			“Indenture” has the meaning assigned to such term in the Preamble.
		

		
			“Indenture Supplement” has the meaning assigned to such term in the Preamble.
		

		
			“Initial Note Balance” means, for the Series 2018-GT1 Term Notes, $650,000,000.
		

		
			“Initial Purchasers” means together, Credit Suisse Securities (USA) LLC and Citigroup Global Market Inc.
		

		
			
		

		
			


		 


		

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			“Interest Accrual Period” means, for the Series 2018-GT1 Term Notes, (i) with respect to the first Payment Date, the period that will commence on the Issuance Date and will end on the day immediately preceding the Payment Date in March 2018, and (ii) with respect to any subsequent Payment Dates, the period that will commence on the immediately preceding Payment Date and end on the day immediately preceding the current Payment Date.  The Interest Payment Amount for the Series 2018-GT1 Term Notes for each Payment Date will be calculated based on the Interest Day Count Convention.
		

		
			“Interest Day Count Convention” means, with respect to the Series 2018-GT1 Term Notes, the actual number of days in the related Interest Accrual Period, divided by 360.
		

		
			“Interim Servicer” means a transferor servicer of the Acquired MSRs who may interim service the Mortgage Pools related to the Acquired MSRs on PLS’ behalf and collect payments from the related borrowers, prior to the date when PLS starts servicing the Mortgage Pools related to such MSRs and collecting payments from the related borrowers pursuant to the terms of the Acknowledgment Agreement.
		

		
			“Interim Servicing Period” means a period of time no longer than one hundred and twenty (120) days prior to the related transfer of servicing to PLS from an Interim Servicer.
		

		
			“Issuance Date” means February 28, 2018.
		

		
			“LIBOR” means the London interbank offered rate.
		

		
			“LIBOR Determination Date” means (i) for the first Payment Date and the related Interest Accrual Period following the Issuance Date, February 22, 2018, and (ii) for each Payment Date and the related Interest Accrual Period following the first Payment Date, the second (2nd) London Banking Day prior to the commencement of such Interest Accrual Period.
		

		
			“LIBOR Index Rate” means for a one-month period, the LIBOR per annum (rounded upward, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one-month period, which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on the LIBOR Determination Date.
		

		
			“LIBOR Rate” means, with respect to any Interest Accrual Period with respect to which interest is to be calculated by reference to the “LIBOR Rate,” (a) the LIBOR Index Rate for a one-month period, if such rate is available, (b) in the event that LIBOR and LIBOR Index Rate are phased out, and a new benchmark intended as a replacement for LIBOR and LIBOR Index Rate is established or administered by the Financial Conduct Authority or ICE Benchmark Administration or other comparable authority, and such new benchmark with a one-month maturity is readily available through Bloomberg or a comparable medium, then the Administrator, with the Administrative Agent’s written consent, shall direct the Indenture Trustee to utilize such new benchmark with a one-month maturity for all purposes hereof in place of the LIBOR Index Rate, and (c) if the LIBOR Index Rate cannot be determined or has been phased out and no new benchmark under clause (b) has been established, the arithmetic average of the rates of interest per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Administrative Agent at 11:00 a.m. (London, England time) two (2) London Banking Days before the beginning of such one-month period by
		

		
			
		

		
			


		 


		

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			three (3) or more major banks in the interbank Eurodollar market selected by the Administrative Agent for delivery on the first day of and for a period equal to such one-month period and in an amount equal or comparable to the principal amount of the portion of the Note Balance on which the “LIBOR Rate” is being calculated.
		

		
			“LIBOR01 Page” means the display designated as “LIBOR01 Page” on the Reuters Service (or such other page as may replace the LIBOR01 Page on that service or such other service as may be nominated by the ICE Benchmark Administration as an information vendor for the purpose of displaying ICE Benchmark Administration interest settlement rates for U.S. Dollar deposits).
		

		
			“London Banking Day” means any day on which commercial banks and foreign exchange markets settle payment in both London and New York City.
		

		
			“Margin” means, for the Series 2018-GT1 Term Notes, 2.85% per annum.
		

		
			“Note Interest Rate” means, for the Series 2018-GT1 Term Notes, with respect to any Interest Accrual Period, the sum of LIBOR Rate (as determined by the Indenture Trustee as described in Section 7 hereof) plus the Margin.
		

		
			“Note Maximum Principal Balance” means, with respect to the Series 2018-GT1 Term Notes, the Initial Note Balance or, a lesser amount if the Series 2018-GT1 Term Notes are redeemed in part.
		

		
			“Note Purchase Agreement” means that certain Series 2018-GT1 Note Purchase Agreement, dated as of February 21, 2018, by and among the Issuer, CSFB, as Administrative Agent on behalf of the Initial Purchasers, PLS, as Administrator and Servicer, and the Initial Purchasers, that relates to the purchase of the Series 2018-GT1 Term Notes, as amended, restated, supplemented or otherwise modified from time to time.
		

		
			“Note Rating Agency” means Kroll Bond Rating Agency, Inc.
		

		
			“Optional Extension Date” means February 25, 2023.
		

		
			“Plan Fiduciary” has the meaning assigned to such term in Section 3(c) hereof.
		

		
			“PLS” has the meaning assigned to such term in the Preamble.
		

		
			“Regulation RR” has the meaning assigned to such term in Section 15 of this Indenture Supplement.
		

		
			“Scheduled Principal Payment Amount” means, with respect to any Payment Date following a Scheduled Principal Payment Event, an amount equal to the sum of the Series Principal Payment Amounts due and payable on each Series of Terms Notes then outstanding.
		

		
			“Scheduled Principal Payment Events” means, for any Payment Date with respect to the Series 2018-GT1 Term Notes, a Series Principal Payment Amount will be due on a one-time basis on any Payment Date following the occurrence of any of the following events (each, a “Scheduled Principal Payment Event”):
		

		
			
		

		
			


		 


		

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			(i)the unpaid principal balance of the Portfolio is less than $85 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(ii)the unpaid principal balance of the Portfolio is less than $80 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(iii)the unpaid principal balance of the Portfolio is less than $75 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(iv)the unpaid principal balance of the Portfolio is less than $70 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(v)the unpaid principal balance of the Portfolio is less than $65 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(vi)the unpaid principal balance of the Portfolio is less than $60 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(vii)the unpaid principal balance of the Portfolio is less than $55 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(viii)the unpaid principal balance of the Portfolio is less than $50 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date;
		

		
			(ix)the unpaid principal balance of the Portfolio is less than $45 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date; or
		

		
			(x)the unpaid principal balance of the Portfolio is less than $40 billion and a Borrowing Base Deficiency exists as of the close of business on the last day of the related
		

		
			
		

		
			


		 


		

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			Collection Period, prior to the paydown of the VFN Principal Balance of any Outstanding Class of VFNs from the preceding Payment Date.
		

		
			“Series 2018-GT1 Term Notes” has the meaning assigned to such term in Section 1 of this Indenture Supplement.
		

		
			“Series Principal Payment Amount” means, with respect to the Series 2018-GT1 Term Notes, upon the occurrence of a Scheduled Principal Payment Event, an amount equal to the product of (i) the Series Allocation Percentage of the Series 2018-GT1 Term Notes and (ii) the product of (a) $5,000,000,000, (b) the Market Value Percentage (as calculated using clause (b)(ii) of the definition thereof) and (c) the Advance Rate of the Series 2018-GT1 Term Notes.
		

		
			“Series Required Noteholders” means, for so long as the Series 2018-GT1 Term Notes are Outstanding, Noteholders of the Series 2018-GT1 Term Notes constituting the Majority Noteholders of such Series.
		

		
			“Specified Call Premium Amount” means, as of any date of determination in respect of the Series 2018-GT1 Term Notes, the greater of (i) $0 and (ii) (a) the quotient of: (1) the product of: (x) the Note Interest Rate multiplied by (y) the outstanding Note Balance divided by (2) 360 multiplied by (b) the positive excess, if any, of 360 over the number of days from and including the date the Series 2018-GT1 Term Notes were issued through and including the date on which the Series 2018-GT1 Term Notes are redeemed.
		

		
			“Stated Maturity Date” means, for Series 2018-GT1 Term Notes, February 25, 2023, or if extended pursuant to Section 6 hereof, February 25, 2025.
		

		
			“Step-Up Fee” means for the Series 2018-GT1 Term Notes and each Payment Date during the Step-Up Fee Period and on the date of final payment of such Notes (if the Step-Up Fee Period is continuing on such final payment date), a fee equal to the product of (i) the Step-Up Fee Rate multiplied by (ii) the average daily Note Balance since the prior Payment Date of the Series 2018-GT1 Term Notes multiplied by (iii) a fraction, (A) the numerator of which is the number of days elapsed from and including the prior Payment Date (or, if later, the commencement of the Step-Up Fee Period) to but excluding such Payment Date and (B) the denominator of which equals 360.
		

		
			“Step-Up Fee Period” means the period that begins on the Payment Date immediately following the Optional Extension Date and ends on the date on which the Series 2018-GT1 Term Notes are no longer outstanding.
		

		
			“Step-Up Fee Rate” means, with respect to the Series 2018-GT1 Term Notes, 1.00% per annum.
		

		
			“Transaction Parties” has the meaning assigned to such term in Section 3(c) hereof.
		

		
			“WSFS” has the meaning assigned to such term in Section 14 hereof.
		

		
			
		

		
			


		 


		

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			Section 3.        Form of the Series 2018-GT1 Term Notes; Transfer Restrictions; Certain Additional ERISA Considerations.
		

		
			(a)Subject to the terms and provisions of Section 5.4 of the Base Indenture, the Series 2018-GT1 Term Notes shall only be issued as a Book-Entry Note, and the form of Global Rule 144A Note that may be used to evidence the Series 2018-GT1 Term Notes in the circumstances described in Section 5.2(c) of the Base Indenture is attached to the Base Indenture as Exhibit A-1.  The Series 2018-GT1 Term Notes shall not be issued as a Regulation S Notes nor shall any Series 2018-GT1 Term Notes be sold in offshore transactions in reliance on Regulation S.
		

		
			The Series 2018-GT1 Term Notes will be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
		

		
			(b) The Series 2018-GT1 Term Notes will not be registered under the 1933 Act, or the securities laws of any other jurisdiction.  The sale, pledge or other transfer of any Series 2018-GT1 Term Note or any interest therein will be subject to the restrictions described below.  The Series 2018-GT1 Term Notes will bear a legend referring to the transfer restrictions thereof.  None of the Issuer or the Initial Purchasers will register the Series 2018-GT1 Term Notes under the 1933 Act, register or qualify the Series 2018-GT1 Term Notes under the securities laws of any state or other jurisdiction or provide registration rights to any purchaser.
		

		
			In addition to any provisions set forth in Section 6.5 of the Base Indenture, any Noteholder of the Series 2018-GT1 Term Notes may only resell, pledge or transfer its beneficial interest in a Series 2018-GT1 Term Note to a person that the transferor reasonably believes is, and who has certified (or, in the case of Book-Entry Notes, is deemed to have certified) that it is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the resale, pledge or transfer is made in reliance on Rule 144A.  The Series 2018-GT1 Term Notes may not be resold, pledged or transferred pursuant to Regulation S.
		

		
			(c)In addition to any provisions set forth in Section 6.5 of the Base Indenture, any purchaser, transferee or holder of the Series 2018-GT1 Term Notes or any interest therein that is a “benefit plan investor” as defined in 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA (a “Benefit Plan Investor”) or a fiduciary purchasing the Series 2018-GT1 Term Notes on behalf of a Benefit Plan Investor (a “Plan Fiduciary”), will be required to represent (or in the case of a Book-Entry Note will be deemed represent by the acquisition of such Note) that:
		

		
			 
		

		
			(1)           none of the Issuer, PLS, Credit Suisse Securities (USA) LLC or Citigroup Global Market Inc. or any of their respective affiliates (the “Transaction Parties”), has provided or will provide advice with respect to the acquisition of the Series 2018-GT1 Term Notes by the Benefit Plan Investor, other than to the Plan Fiduciary which is “independent” (within the meaning of Department of Labor Regulations promulgated on April 8, 2016 (81 Fed. Reg. 20,997) (the “Fiduciary Rule”)) of the Transaction Parties;
		

		
			 
		

		
			(2)           the Plan Fiduciary either:
		

		
			 
		

		
			
		

		
			


		 


		

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			(a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a state or Federal agency; or
		

		
			 
		

		
			(b) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Benefit Plan Investor; or
		

		
			 
		

		
			(c) is an investment adviser registered under the Advisers Act, or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; or
		

		
			 
		

		
			(d) is a broker-dealer registered under the 1934 Act, as amended; or
		

		
			 
		

		
			(e) has, and at all times that the Benefit Plan Investor is invested in the Series 2018-GT1 Term Notes will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant or beneficiary or a relative of a participant or beneficiary of the Benefit Plan Investor investing in or holding the Series 2018-GT1 Term Notes in such capacity);
		

		
			 
		

		
			(3)           the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Benefit Plan Investor of the Series 2018-GT1 Term Notes;
		

		
			 
		

		
			(4)           the Plan Fiduciary is a “fiduciary” within the meaning of Section 3(21) of ERISA and Section 4975 of the Code with respect to the Benefit Plan Investor and is responsible for exercising independent judgment in evaluating the Benefit Plan Investor’s acquisition of the Series 2018-GT1 Term Notes;
		

		
			 
		

		
			(5)           none of the Transaction Parties has exercised any authority to cause the Benefit Plan Investor to invest in the Series 2018-GT1 Term Notes or to negotiate the terms of the Benefit Plan Investor’s investment in the Series 2018-GT1 Term Notes; and
		

		
			 
		

		
			(6)           the Plan Fiduciary acknowledges and agrees that it has been informed by the Transaction Parties:
		

		
			 
		

		
			(a) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Benefit Plan Investor’s acquisition of the Series 2018-GT1 Term Notes; and
		

		
			 
		

		
			(b) of the existence and nature of the Transaction Parties’ financial interests in the Benefit Plan Investor’s acquisition of the Series 2018-GT1 Term Notes.
		

		
			 
		

		
			
		

		
			


		 


		

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			These representations are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1) of the Fiduciary Rule.  If these sections of the Fiduciary Rule are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.
		

		
			 
		

		
			Section 4.        Payments and Allocation of Funds on Payment Dates; No Series Reserve Account.
		

		
			(a)Except as otherwise expressly set forth herein, the Paying Agent shall make payments on the Series 2018-GT1 Term Notes on each Payment Date in accordance with Section 4.5 of the Base Indenture.
		

		
			(b)There will be no Series Reserve Account for the Series 2018-GT1 Term Notes.
		

		
			(c)The Administrative Agent and the Issuer further confirm that the Series 2018-GT1 Term Notes issued on the Issuance Date pursuant to this Indenture Supplement shall be issued in the name of “Cede & Co.”, as nominee of DTC, pursuant to a letter agreement between the Issuer and DTC, to be dated as of the Issuance Date.  The Issuer and the Administrative Agent hereby direct the Indenture Trustee to issue the Series 2018-GT1 Term Notes in the name of “Cede & Co”.
		

		
			Section 5.        Optional Redemption and Refinancing.
		

		
			(a)The Issuer may, at any time, subject to Section 13.1 of the Base Indenture, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Indenture Trustee and the Noteholders of the Series 2018-GT1 Term Notes, redeem in whole or in part (so long as, in the case of any partial redemption, (i) such redemption is funded using the proceeds of the issuance and sale of one or more new Classes of Notes or from any other cash or funds of PLS and not Collections on the MSRs, and (ii) the Series 2018-GT1 Term Notes are redeemed on a pro rata basis based on their related Note Balances), and/or terminate and cause retirement of the Series 2018-GT1 Term Notes.  In anticipation of a redemption of the Series 2018-GT1 Term Notes at the end of their Revolving Period, the Issuer may issue a new Series or one or more Classes of Notes within the ninety (90) day period prior to the end of such Revolving Period and reserve the cash proceeds of the issuance for the sole purpose of paying the principal balance and all accrued and unpaid interest on the Series 2018-GT1 Term Notes, on the last day of their Revolving Period.  Any amendment to this Indenture Supplement executed to effect an optional redemption may be entered into without consent of the Noteholders of the Series 2018-GT1 Term Notes or of any other Notes issued under the Base Indenture (but with satisfaction of other requirements for amendments entered into without Noteholder consent). Any Notes issued in replacement for the Series 2018-GT1 Term Notes will have the same rights and privileges as the Class of Series 2018-GT1 Term Notes that was refinanced with the related proceeds thereof; provided, such replacement Notes may have different Stated Maturity Dates and different Note Interest Rates.
		

		
			(b)If the Issuer redeems the Series 2018-GT1 Term Notes prior to the Payment Date occurring within twelve (12) months following the Issuance Date, the Issuer shall pay to the Noteholders of the Series 2018-GT1 Term Notes as part of the Redemption Amount an amount equal to the Specified Call Premium Amount.
		

		
			
		

		
			


		 


		

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			Section 6.        Optional Extension of Stated Maturity Date.
		

		
			The Administrator, on behalf of the Issuer, may by written notice to the Administrative Agent and the Indenture Trustee, request a single extension of the Stated Maturity Date for the Series 2018-GT1 Term Notes at least fifteen (15) days prior to the Optional Extension Date (the “Optional Extension”); provided that the term of the Acknowledgment Agreement is also extended through December 2025.  To the extent the Administrator has exercised the Optional Extension and the term of the Acknowledgment Agreement has been extended through December 2025, the Stated Maturity Date will be extended on the Optional Extension Date such that, after giving effect to such extension, the Stated Maturity Date will be two (2) years after the Stated Maturity Date in effect immediately prior to exercise of the Optional Extension.  The Stated Maturity Date of the Series 2018-GT1 Term Notes cannot be extended past the date which is two (2) years following the initial Stated Maturity Date in effect immediately prior to exercise of the Optional Extension.  Upon exercise of the Optional Extension, during the Step-Up Fee Period, the Step-Up Fee will apply to the Series 2018-GT1 Term Notes.
		

		
			Section 7.        Determination of Note Interest Rate and LIBOR.
		

		
			(a)At least one (1) Business Day prior to each Determination Date, the Indenture Trustee shall calculate the Note Interest Rate for the related Interest Accrual Period and the Interest Payment Amount for the Series 2018-GT1 Term Notes for the upcoming Payment Date, and include a report of such amount in the related Payment Date Report.
		

		
			(b)On each LIBOR Determination Date, the Indenture Trustee will determine the LIBOR Rate for the succeeding Interest Accrual Period for the related Series 2018-GT1 Term Notes on the basis of the procedures specified in the definition of “LIBOR Rate.”
		

		
			(c)The establishment of One-Month LIBOR by the Indenture Trustee and the Indenture Trustee’s subsequent calculation of the Note Interest Rate and the Interest Payment Amount on the Series 2018-GT1 Term Notes for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.
		

		
			Section 8.        Conditions Precedent Satisfied.
		

		
			The Issuer hereby represents and warrants to the Noteholders of the Series 2018-GT1 Term Notes and the Indenture Trustee that, as of the issuance date (a) the Series 2018-GT1 Term Notes are rated BBB- (sf) by the Note Rating Agency and (b) each of the conditions precedent set forth in the Base Indenture, including but not limited to those conditions precedent set forth in Section 6.10(b) of the Base Indenture and Article XII thereof, as applicable, to the issuance of the Series 2018-GT1 Term Notes have been satisfied or waived in accordance with the terms thereof.
		

		
			Section 9.        Representations and Warranties.
		

		
			The Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, or as of such other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1, 10.1 and 11.14, respectively, of the Base Indenture.
		

		
			
		

		
			


		 


		

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			The Administrator hereby represents and warrants that it is not in default with respect to any material contract under which a default should reasonably be expected to have a material adverse effect on the ability of the Administrator to perform its duties under this Indenture or any Indenture Supplement, or with respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such contract or order of any court, administrative agency, arbitrator or governmental body.
		

		
			PLS hereby represents and warrants that it is not in default with respect to any material contract under which a default should reasonably be expected to have a material adverse effect on the ability of PLS to perform its duties under this Indenture, any Indenture Supplement or any Transaction Document to which it is a party, or with respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such contract or order of any court, administrative agency, arbitrator or governmental body.
		

		
			Section 10.      Amendments.
		

		
			(a)Notwithstanding any provisions to the contrary in Article XII of the Base Indenture but subject to the provisions set forth in Sections 12.1 and 12.3 of the Base Indenture, without the consent of the Noteholders of any Notes but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer (solely in the case of any amendment that adversely affects the rights or obligations of the Servicer or adds new obligations or increases existing obligations of the Servicer), and the Administrative Agent, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have a material Adverse Effect, may amend any Transaction Document for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision therein or in any other Transaction Document; or (ii) to amend any other provision of this Indenture Supplement.
		

		
			(b)Notwithstanding any provisions to the contrary in Section 6.10 or Article XII of the Base Indenture except for amendments otherwise permitted as described in Sections 12.1 and 12.2 of the Base Indenture and in the immediately preceding paragraph, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and provisions of Section 12.2 of the Base Indenture may, without the consent of the Series Required Noteholders in respect of the Series 2018-GT1 Term Notes, supplement, amend or revise any term or provision of this Indenture Supplement; provided, that with respect to the following amendments, the consent of each Noteholder of each Outstanding Series 2018-GT1 Term Notes materially and adversely affected thereby shall be required:
		

		
			(i)any change to the scheduled payment date of any payment of interest on any Note held by such Noteholder, or change a Payment Date or Stated Maturity Date of any Note held by such Noteholder;
		

		
			
		

		
			


		 


		

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			(ii)any reduction of the Note Balance of, or the Note Interest Rate, the Step-Up Fee Rate or the Default Supplemental Fee Rate on any Notes held by such Noteholder, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to such Noteholder;
		

		
			(iii)any impairment of the right to institute suit for the enforcement of any payment on any Note held by such Noteholder;
		

		
			(iv)any reduction of the percentage of Noteholders of the Outstanding Notes (or of the Outstanding Notes of any Series or Class), for which consent is required for any such amendment, or the consent of whose Noteholders is required for any waiver of compliance with the provisions of the Indenture or any Indenture Supplement or of defaults thereunder and their consequences, provided for in the Base Indenture or any Indenture Supplement;
		

		
			(v)any modification of any amendment of the Indenture, except to increase any percentage of Noteholders required to consent to any such amendment or to provide that other provisions of the Indenture or any Indenture Supplement cannot be modified or waived without the consent of the Noteholder of each outstanding Note adversely affected thereby;
		

		
			(vi)any modification to permit the creation of any lien or other encumbrance on the collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Noteholders of the Notes;
		

		
			(vii)any modification to change the method of computing the amount of principal of, or interest on, any Note held by such Noteholder on any date;
		

		
			(viii)any modification to increase any Advance Rates in respect of Notes held by such Noteholder or eliminate or decrease any collateral value exclusions in respect of Notes held by such Noteholder; or
		

		
			(ix)any change, modification or waiver of any Scheduled Principal Payment Amount.
		

		
			(c)For the avoidance of doubt, the consent of the Servicer is not required for (i) the waiver of any Event of Default or (ii) any other modification or amendment to any Event of Default except those related to the actions and omissions of the Servicer.
		

		
			(d)For the avoidance of doubt, the Issuer and the Administrator hereby covenant that the Issuer shall not issue any future Series of Notes without designating an entity to act as “Administrative Agent” under the related Indenture Supplement with respect to such Series of Notes.
		

		
			(e)Any amendment of this Indenture Supplement which affects the rights, duties, immunities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee.
		

		
			
		

		
			


		 


		

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			(f)In the future, with the Administrative Agent’s consent, the Issuer and the Repo Seller may amend the Acknowledgment Agreement, Base Indenture, PC Repurchase Agreement and other Transaction Documents to permit the use of an Interim Servicer for Acquired MSRs for an Interim Servicing Period and for certain limitations as to concentration of the Acquired MSRs that will be included in the calculation of the Borrowing Base (the “Anticipated Amendments”).  The Anticipated Amendments would permit Acquired MSRs to be included as Repurchase Assets as of the date that PLS acquires nominal title to the Mortgage Loans related to the MSRs, including during the related Interim Servicing Period.  Noteholders of the Series 2018-GT1 Term Notes will be deemed to consent to the Anticipated Amendments by their acquisition of the Series 2018-GT1 Term Notes and will not have the ability or right to consent to the Anticipated Amendments at the time of their implementation.
		

		
			Section 11.      Counterparts.
		

		
			This Indenture Supplement may be executed in any number of counterparts, by manual or facsimile signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Indenture Supplement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Indenture Supplement.
		

		
			Section 12.      Entire Agreement.
		

		
			This Indenture Supplement, together with the Base Indenture incorporated herein by reference and the related Transaction Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.
		

		
			Section 13.      Limited Recourse.
		

		
			Notwithstanding any other terms of this Indenture Supplement, the Series 2018-GT1 Term Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2018-GT1 Term Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Noteholders of Series 2018-GT1 Term Notes, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which shall be extinguished and shall not thereafter revive.  No recourse shall be had for the payment of any amount owing in respect of the Series 2018-GT1 Term Notes or this Indenture Supplement or for any action or inaction of the Issuer against any officer, director, employee, shareholder, stockholder or incorporator of the Issuer or any of their successors or assigns for any amounts payable under the Series 2018-GT1 Term Notes or this Indenture Supplement.  It is understood that the foregoing provisions of this Section 13 shall not (a) prevent recourse to the Trust Estate for the sums due or to become due under any security, instrument or agreement which is part of the Trust Estate, including, without limitation, the PC Guaranty and the PMT Guaranty or (b) save as specifically provided therein, constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Series 2018-GT1 Term
		

		
			
		

		
			


		 


		

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			Notes or secured by this Indenture Supplement.  It is further understood that the foregoing provisions of this Section 13 shall not limit the right of any Person to name the Issuer as a party defendant in any proceeding or in the exercise of any other remedy under the Series 2018-GT1 Term Notes or this Indenture Supplement, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person or entity.
		

		
			Section 14.      Owner Trustee Limitation of Liability.
		

		
			It is expressly understood and agreed by the parties hereto that (a) this Indenture Supplement is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally, but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS, but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WSFS, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (e) under no circumstances shall WSFS, be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or the other Transaction Documents.
		

		
			Section 15.      Credit Risk Retention.
		

		
			While it is not clear that Section 15G of the 1934 Act, added pursuant to Section 941(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Regulation RR”), applies to the issuance of the Series 2018-GT1 Term Notes and that PLS will be deemed a securitizer for the purposes of Regulation RR, PLS will maintain a subordinated seller’s interest in the Issuer (in the form of the Owner Trust Certificate) that equals not less than 5% of the aggregate unpaid principal balance of any Outstanding Notes (other than Notes held to maturity by PLS or its wholly-owned affiliates), calculated in accordance with Regulation RR.
		

		
			The seller’s interest expected to be retained by PLS in connection with Regulation RR (to the extent applicable), will equal approximately 34.7% or $399,000,000 (in each case, as calculated in accordance with Regulation RR), as of the Issuance Date.  As the Series 2016-MSRVF1 Notes have not been issued and are held by PLS and financed by CSFB, the Note Balance of the Series 2016-MSRVF1 Notes is not included in the denominator of the calculation that produced the percentage described above in accordance with Regulation RR.  If the Note Balance of the Series 2016-MSRVF1 Notes were included in the denominator, the resulting percentage of the seller’s interest would be lower but still in excess of the required 5%.
		

		
			 
		

		
			[Signatures follow]
		

		
			 
		

		
			 
		

		
			


		 


		

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			IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement to be duly executed by their respective signatories thereunto all as of the day and year first above written.
		

			
					
						 

					
					
						PNMAC GMSR ISSUER TRUST, as Issuer

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Jeffrey R. Everhart

				
	
					
						 

					
					
						Name:

					
					
						Jeffrey R. Everhart

				
	
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


		

			[PNMAC GMSR ISSUER TRUST—Series 2018-GT1 Indenture Supplement]

		





 



		

			 

		





		

		
			 
		

			
					
						 

					
					
						CITIBANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary, and not in its individual capacity

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Valerie Delgado

				
	
					
						 

					
					
						Name:

					
					
						Valerie Delgado

				
	
					
						 

					
					
						Title:

					
					
						Senior Trust Officer

				



		
			 
		

		
			
		

		
			


		 


		

			[PNMAC GMSR ISSUER TRUST—Series 2018-GT1 Indenture Supplement]

		





 



		

			 

		





		

		
			 
		

		
			 
		

			
					
						 

					
					
						PENNYMAC LOAN SERVICES, LLC, as Administrator and Servicer

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Pamela Marsh

				
	
					
						 

					
					
						Name:

					
					
						Pamela Marsh

				
	
					
						 

					
					
						Title:

					
					
						Managing Director, Treasurer

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


		

			[PNMAC GMSR ISSUER TRUST—Series 2018-GT1 Indenture Supplement]

		





 



		

			 

		





		

		
			 
		

		
			 
		

			
					
						 

					
					
						CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,

				
	
					
						 

					
					
						as Administrative Agent

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Dominic Obaditch

				
	
					
						 

					
					
						Name:

					
					
						Dominic Obaditch

				
	
					
						 

					
					
						Title:

					
					
						Vice President

				



		
			 
		


		 


		

			[PNMAC GMSR ISSUER TRUST—Series 2018-GT1 Indenture Supplement]