EX-10.96



 Exhibit 10.96 

EXECUTION 
 AMENDMENT NUMBER TWELVE

 to the 
 MASTER REPURCHASE
AGREEMENT 
 Dated as of May 24, 2012, 

among 
 PENNYMAC CORP., 

PENNYMAC LOAN SERVICES, LLC 
 and

 CITIBANK, N.A. 
 This
AMENDMENT NUMBER TWELVE (this “Amendment Number Twelve”) is made this 7th day of September, 2015, among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A.
(“Buyer”), to the Master Repurchase Agreement, dated as of May 24, 2012, 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. 
 RECITALS 

WHEREAS, Seller and Buyer have agreed to extend the term of the facility, as more specifically set forth herein; and 

WHEREAS, as of the date hereof, Seller represents to Buyer that the Seller Parties are in full compliance with all of the terms and conditions
of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants
herein contained, the parties hereto hereby agree as follows: 
 SECTION 1. Amendment. Effective as of September 7, 2015
(the “Amendment Effective Date”): 
 (a) Section 2 of the Agreement is hereby amended by adding the new definition of
“2015 Extension Fee” in the appropriate alphabetical order to read as follows: 
 “2015 Extension
Fee” shall have the meaning assigned to it in the Pricing Side Letter. 
 (b) Section 2 of the Agreement is hereby amended by
deleting the definition of “Termination Date” in its entirety and replacing it with the following: 

“Termination Date” shall mean October 22, 2015 or such earlier date on which this Agreement shall
terminate in accordance with the provisions hereof or by operation of law. 
 SECTION 2. Fees and Expenses. Seller agrees to pay
to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Twelve (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with
Sections 23 and 25 of the Agreement. 
 SECTION 3. Condition Precedent. As a condition precedent to the effectiveness of this
Amendment Number Twelve, if not otherwise paid pursuant to Sections 2 and 3 of Amendment Number Twenty to the NPL Repurchase Agreement, Buyer shall have received from Seller an amount equal to the 2015 Extension Fee in immediately available funds,
and without deduction, set-off or counterclaim in accordance with Buyer’s Wire Instructions. 







 SECTION 4. Representations. Seller hereby represents to Buyer that as of the date
hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. 

SECTION 5. Binding Effect; Governing Law. This Amendment Number Twelve shall be binding on and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER TWELVE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF
(EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 SECTION 6. Counterparts. This Amendment Number Twelve
may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 

SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its
terms. Reference to this Amendment Number Twelve need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to,
the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. 

  
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 IN WITNESS WHEREOF, Seller, Servicer and Buyer have caused this Amendment Number Twelve to be
executed and delivered by their duly authorized officers as of the Amendment Effective Date. 
  

					
	PENNYMAC CORP.
	(Seller)
		
	By:	 	/s/ Pamela Marsh
	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer


  

					
	PENNYMAC LOAN SERVICES, LLC,
	(Servicer)
		
	By:	 	/s/ Pamela Marsh
	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer


  

					
	CITIBANK, N.A.
	(Buyer)
		
	By:	 	/s/ Susan Mills
	Name:	 	Susan Mills
	Title:	 	Vice President Citibank, N.A.



  
 Amendment Number
Twelve to Master Repurchase Agreement (PMAC Agency)