EX-10.105



 Exhibit 10.105 
  

					
	 POP REWAREHOUSE TPO FACILITY
	  	 	EXECUTION	  

 AMENDMENT NO. 6 

TO MASTER REPURCHASE AGREEMENT 

Amendment No. 6 to Master Repurchase Agreement, dated as of October 30, 2015 (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, and Amendment No. 5, dated as of April 14, 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) December 15, 2015, 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: 

  
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 (a) this Amendment, executed and delivered by duly authorized officers of the
Buyer, the Seller and the Guarantor; and 
 (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/ Margaret Dellafera
		 	Name:  Margaret Dellafera
		 	Title:    Vice President


  

			
	 PENNYMAC OPERATING

    PARTNERSHIP, L.P., as Seller

		
	By:	 	/s/ Pamela Marsh
		 	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, Treasurer



  
 Signature Page to
Amendment No. 6 to Master Repurchase Agreement