EX-10.101



 Exhibit 10.101 

EXECUTION COPY 
 AMENDMENT
NUMBER FIVE 
 to the 
 MASTER
REPURCHASE AGREEMENT 
 Dated as of November 20, 2012, 

among 
 PENNYMAC CORP., 

MORGAN STANLEY BANK. N.A. 
 and 

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC 

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this
18th day of December, 2014, among PENNYMAC CORP., a Delaware corporation, as seller (“Seller”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer
(“Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of November 20, 2012, between Seller
and Buyer, as such agreement may be amended from time to time (the “Agreement”). 
 RECITALS 

WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement to extend the Termination Date thereunder for a period of 364 days and, in
connection with such extension, make certain additional modifications thereto, each as more specifically set forth herein; and 
 WHEREAS,
as of the date hereof, Seller represents to Buyer and Agent that 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. 
 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 December 18, 2014 (the “Amendment Effective Date”), 
 (a) the
defined term “Termination Date in Section 1.01 of the Agreement is hereby amended to read in its entirety as follows: 

“Termination Date” shall mean December 17, 2015 or such earlier date on which this Repurchase Agreement
shall terminate in accordance with the provisions hereof or by operation of law. 
 (b) Section 8 of the Agreement is
hereby amended by adding the following new sentence to the end of such Section: 
 With respect to the Events of Default specified in
Sections 8(c), (d), (f), (g), (h), (r), (t), (u), (v), (x), (y), (aa) or (bb), above, solely to the exent that the event giving rise to the Event of Default relates solely to the Servicer, and not the Seller (the “Triggering Event”), such
Event of Default relating to the Servicer shall be deemed to have occurred only if Seller does not transfer the servicing of the Purchased Mortgage Loans to a third party Servicer approved by Buyer within thirty (30) days of the date of such
Triggering Event. 







 SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Agreement. 
 SECTION 3. Effectiveness. This Amendment Number Five shall
become effective as of the date that the Agent shall have received: 
 (a) counterparts hereof duly executed by each of the
parties hereto, and 
 (b) counterparts of that certain Amendment Number Five to the Pricing Side Letter, dated as of the
date hereof, duly executed by each of the parties thereto. 
 SECTION 4. Fees and Expenses. Seller agrees to pay to Buyer and
Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in
accordance with Section 13.04 and 13.06 of the Agreement. 
 SECTION 5. Representations. Seller hereby represents to Buyer
and Agent that as of the date hereof and taking into account the terms of this Amendment Number Five, 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 6. Binding Effect; Governing
Law. THIS AMENDMENT NUMBER FIVE SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER FIVE 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 7. Counterparts. This Amendment Number Five 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 8. 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 Five 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] 

  
 2 








 IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number Five 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
	
	MORGAN STANLEY BANK, N.A.
	(Buyer)
		
	By:	 	 /s/ Zachary Phelps

	Name: Zachary Phelps
	Title: Authorized Signatory
	
	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
	(Agent)
		
	By:	 	 /s/ Christopher Schmidt

	Name: Christopher Schmidt
	Title: Vice President


 Amendment Number Five to Master Repurchase Agreement