EX-10.89



 Exhibit 10.89 

EXECUTION 
 AMENDMENT NUMBER ELEVEN

 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 ELEVEN (this “Amendment Number Eleven”) is made this 6th day of July, 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 has requested that Buyer agree to amend the Agreement 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 July 6, 2015 (the
“Amendment Effective Date”): 
 (a) Section 12(h) of the Agreement is hereby amended by deleting it in its entirety
and replacing it with the following: 
 Investment Company Act. No Seller Party is an “investment company” or a company
controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Each Seller Party (i) has been structured so as not to constitute, and is not, a “covered fund” for purposes of
Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), and (ii) is relying upon an exception or exemption from the registration requirements of the Investment Company Act other
than those set forth in Sections 3(c)(1) and 3(c)(7) of the Investment Company Act. 
 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 Eleven (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. 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 4. Binding Effect; Governing Law. This Amendment Number Eleven shall be
binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER ELEVEN 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 5.
Counterparts. This Amendment Number Eleven 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 Eleven 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 Eleven 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 Eleven to Master Repurchase Agreement (PMAC Agency)