EX-1038


		
			AMENDMENT NO. 1
		

		
			 
TO MASTER SPREAD ACQUISITION AND
		

		
			MSR SERVICING AGREEMENT
		

		
			 
		

		
			Amendment No. 1 to Master Spread Acquisition and MSR Servicing Agreement, dated as of March 3, 2015 (the “Amendment”), by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Seller”), PennyMac Operating Partnership, L.P.,  a Delaware limited partnership (“POP”), and PennyMac Holdings, LLC (“PMH”).  POP and PMH are each referred to herein as the “Purchaser”.
		

		
			 
		

		
			RECITALS
		

		
			WHEREAS, the Seller and the Purchaser are parties to that certain Master Spread Acquisition and MSR Servicing Agreement, dated as of December 19, 2014 (the “Existing Spread Agreement” and, as amended by this Amendment, the “Spread Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Spread Agreement.
		

		
			WHEREAS, the Seller and the Purchaser  have agreed, subject to the terms and conditions of this Amendment, that the Existing Spread Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Spread Agreement.
		

		
			NOW, THEREFORE, in consideration of the mutual premises and mutual obligations set forth herein, the Seller and the Purchaser hereby agree that the Existing Spread Agreement is hereby amended as follows:
		

			
	
			
				 SECTION 1.
			Amendment. Exhibit A of the Existing Spread Agreement is hereby amended by deleting it in its entirety and replacing it with the form attached hereto as Exhibit A.




			
	
			
				 SECTION 2.
			Conditions Precedent.  This Amendment shall become effective as of the date first set forth above (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:




			
	
			
				 2.1
			Delivered Documents.  On the Amendment Effective Date, each party shall have received the following documents, each of which shall be satisfactory to such party in form and substance:




			
	
			
				 (a)
			this Amendment, executed and delivered by duly authorized officers of the Seller and the Purchaser; and




			
	
			
				 (b)
			such other documents as such party or counsel to such party may reasonably request.




			
	
			
				 SECTION 3.
			Representations and Warranties.  Each party represents that it is in compliance in all material respects with all the terms and provisions set forth in the Existing Spread Agreement on its part to be observed or performed.




		 


		

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				 SECTION 4.
			Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Spread Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 




			
	
			
				 SECTION 5.
			GOVERNING LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 




			
	
			
				 SECTION 6.
			Counterparts.  This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.




			
	
			
				 SECTION 7.
			Conflicts.  The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Spread Agreement, the provisions of this Amendment shall control.




		
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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.
		

		
			 
		

		
			The Seller:PENNYMAC LOAN SERVICES, LLC
		

		
			 
		

		
			
		

		
			By: /s/ Andrew S. Chang__________________
Name:  Andrew S. Chang
Title:    Chief Business Development Officer
		

		
			 
		

		
			The Purchaser:PENNYMAC OPERATING PARTNERSHIP, L.P.
		

		
			By:  PennyMac GP OP, Inc.,
		

		
			   its General Partner
		

		
			By: /s/ Anne D. McCallion_________________
 Name:  Anne D. McCallion
 Title:    Chief Financial Officer
		

		
			 
		

		
			 
		

		
			The Purchaser:PENNYMAC HOLDINGS, LLC
		

		
			 
		

		
			By: /s/ Anne D. McCallion________________
 Name:  Anne D. McCallion
 Title:    Chief Financial Officer
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		


		

			 

		




 


		

			 

		




		EXHIBIT A
		

		
			 
		

		
			(Form of Confirmation)
		

		
			 
		

		
			 
		

		
			CONFIRMATION
		

		
			OF SPREAD ACQUISITION TRANSACTION UNDER
MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT
		

		
			 
		

		
			PARTIES:PennyMac Loan Services, LLC (Seller)
		

		
			[PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC] (Purchaser)
		

		
			DATE:_______________, ___
		

		
			RE:Spread Acquisition – Pool No. [___]
		

		
			_______________________________
		

		
			 
		

		
			The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between PennyMac Loan Services, LLC and [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC] on the Transaction Settlement Date specified below.  This letter agreement is a “Confirmation” as described in the Master Spread Acquisition and MSR Servicing Agreement specified in paragraph 1 below.
		

		
			The definitions and provisions contained in the Master Agreement are incorporated into this Confirmation.  In the event of any inconsistency between the Master Agreement and this Confirmation, this Confirmation will govern.  Capitalized terms used herein and not otherwise defined have the meanings set forth in the Master Agreement.  
		

			
	
			
				
			This Confirmation supplements, forms part of and is subject to the Master Spread Acquisition and MSR Servicing Agreement dated as of December 19, 2014, between PennyMac Loan Services, LLC, as seller, and [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC], as purchaser, , as amended and supplemented from time to time (the “Master Agreement”).  All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.




		 


		

			 

		


		

			 

		




 


		

			 

		




			
	
			
				
			The terms of the Transaction to which this Confirmation relates are as follows:




			
					
						Primary Portfolio:

					
					
						As set forth in Schedule I hereto.

				
	
					
						Transaction Settlement Date:

					
					
						___________, 20____.

				
	
					
						Transaction Base Servicing Fee Rate:

					
					
						[____] basis points (per annum)

				
	
					
						Transaction Remittance Date:

					
					
						[__]th day of each month

				
	
					
						Transaction Purchase Price Percentage:

					
					
						_______%

				
	
					
						Transaction Excess Spread Percentage:

					
					
						_______%

				
	
					
						Transaction Asset Purchase Agreement:

					
					
						 

				
	
					
						Transaction Threshold Percentage:

					
					
						[___%]

				
	
					
						Allowed Retention Percentage:

					
					
						As set forth opposite the applicable Excess Refinancing Percentage in the following table:

				
	
					
						Cut-off Date

					
					
						___________, 20____.

				
	
					
						Other:

					
					
						In the event Seller, (i) whether voluntarily or involuntarily, transfers the Servicing Rights related to the Mortgage Loans in any Primary Portfolio or Secondary Portfolio and receives any termination fee or other compensation or proceeds in connection with such transfer (the “Transfer Proceeds”), or (ii) recovers under any purchase agreement governing the acquisition of the Servicing Rights any indemnity or reimbursement proceeds or other amounts relating to the purchase price of such Servicing Rights, including, without limitation, any amounts recovered with respect to early payoffs or early payment defaults (the “Recovery Proceeds” and, together with the Transfer Proceeds, the “Servicing Rights Proceeds”), Seller shall remit to Purchaser an amount equal to the product of (a) such Servicing Rights Proceeds, multiplied by (b) a fraction, the numerator of which is the Transaction Purchase Price allocable to the Primary Portfolio Excess Spread relating to such Servicing Rights and the denominator of which is the actual purchase price paid by the Seller for such Servicing Rights. 

				



		
			 
		

		

		

		 


		

			 

		


		

			 

		




 


		

			 

		




		
		

			
					
						Table of Allowed Retention Percentage

				
	
					
						Range of Excess Refinancing Percentages

					
					
						Allowed Retention Percentage

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				



		
			 
		

		

		

		 


		

			 

		


		

			 

		




 


		

			 

		




		
		

		
			Accepted and confirmed as of the date first written above: 
		

		
			 
		

			
					
						SELLER:

					
					
						PennyMac Loan Services, LLC

				
	
					
						 

					
					
						By:
Name:  
Title:     

				
	
					
						 

					
					
						 

				
	
					
						PURCHASER:

					
					
						[PennyMac Operating Partnership, L.P.

				
	
					
						 

					
					
						By PennyMac GP OP, Inc., its General Partner]

					
						[PENNYMAC HOLDINGS, LLC]

					
						By:
Name:  
Title:     

				



		
			 
		

		

		

		 


		

			 

		


		

			 

		




 


		

			 

		




		SCHEDULE I
		

		
			TO CONFIRMATION DATED __________, 20___
		

		
			UNDER THE MASTER SPREAD ACQUISITION AND
MSR SERVICING AGREEMENT DATED AS OF DECEMBER 19, 2014