EX-10.50



 Exhibit 10.50 

EXECUTION 
 AMENDMENT NUMBER
FIFTEEN 
 to the 
 MASTER
REPURCHASE AGREEMENT 
 Dated as of December 9, 2010, 

among 
 PENNYMAC CORP., PENNYMAC
HOLDINGS, LLC and PENNYMAC LOAN SERVICES, LLC 
 and 

CITIBANK, N.A. 
 This AMENDMENT
NUMBER FIFTEEN (this “Amendment Number Fifteen”) is made this 13th day of May, 2014 (the “Effective Date”) among PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC f/k/a PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC (each, a
“Seller” and jointly and severally, the “Seller” or “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase
Agreement, dated as of December 9, 2010, among Sellers, 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, Sellers and Buyer have agreed to modify eligibility criteria as more specifically set forth herein; and 

WHEREAS, as of the date hereof, each Seller and Servicer 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. Amendments. Effective as of the Effective Date, the
Agreement is hereby amended as follows: 
 (a) Section 2 of the Agreement is hereby amended by deleting clause (15) to the
definition of “Eligible Loan” in its entirety and replacing it as follows (stricken language for emphasis): 
 “(15) which is
secured by a Mortgaged Property located in (i) the State of Massachusetts or in any state in which Servicer is not licensed or otherwise exempt from being licensed to service mortgage loans; (ii) the State of Georgia
(solely with respect to Loans sold by PMAC Holdings) or (iii) any other state in which the applicable Seller is not licensed to own mortgage loans; or” 

SECTION 2. Fees and Expenses. Sellers agree to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in
connection with this Amendment Number Fifteen (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. Representations. Each Seller and Servicer hereby represents to Buyer that
as of the date hereof, 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. 
 SECTION 4. Binding Effect; Governing Law. This Amendment Number Fifteen shall be binding and inure to the
benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER FIFTEEN 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 WHICH SHALL GOVERN). 
 SECTION 5.
Counterparts. This Amendment Number Fifteen 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 6. 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 Fifteen 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. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, Sellers, Servicer and Buyer have caused this Amendment Number Fifteen to be
executed and delivered by their duly authorized officers as of the date hereof. 
  

			
	PENNYMAC CORP.
	(Seller)	 	
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer
	
	PENNYMAC HOLDINGS, LLC
	(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 and Agent, as applicable)
		
	By:	 	 /s/ Susan Mills

	Name:	 	Susan Mills
	Title:	 	Vice President, Citibank, N.A.


 Acknowledged: 
  

			
	PENNYMAC MORTGAGE INVESTMENT TRUST
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Managing Director, Treasurer


  
 Amendment Number Fifteen to Master
Repurchase Agreement REIT-NPL