pfsi_EX_108


		
			Exhibit 10.8
		

		
			EXECUTION VERSION
		

		
			AMENDMENT NUMBER TWO
		

		
			to the
		

		
			AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
		

		
			Dated as of March 3, 2017,
		

		
			by and between
		

		
			PENNYMAC LOAN SERVICES, LLC
		

		
			and
		

		
			CITIBANK, N.A.
		

		
			This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 2nd day of March, 2018, by and between PENNYMAC LOAN SERVICES, LLC, as seller and servicer (“Seller”), and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and between Seller 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 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.     Amendments. Effective as of March 2, 2018 (the “Amendment Effective Date”), the Agreement is hereby amended as follows:
		

		
			(a)         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 May 1, 2018 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.
		

		
			(b)         Schedule 1 of the Agreement is hereby amended by revising subsection (nnn) in its entirety as follows:
		

		
			(nnn) Reserved.
		

		
			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 Two (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, 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 Two shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  THIS AMENDMENT NUMBER TWO 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 Two 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 Two 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, Seller and Buyer have caused this Amendment Number Two to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.
		

			
					
						 

					
					
						PENNYMAC LOAN SERVICES, LLC,

				
	
					
						 

					
					
						(Seller and Servicer)

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Pamela Marsh

				
	
					
						 

					
					
						Name:

					
					
						      Pamela Marsh

				
	
					
						 

					
					
						Title:

					
					
						      Managing Director, Treasurer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						CITIBANK, N.A.

				
	
					
						 

					
					
						(Buyer and Agent, as applicable)

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Susan Mills

				
	
					
						 

					
					
						Name:

					
					
						      Susan Mills

				
	
					
						 

					
					
						Title:

					
					
						      Vice President

				
	
					
						 

					
					
						 

					
					
						      Citibank, N.A.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Acknowledged:

					
					
						 

				
	
					
						PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Pamela Marsh

					
					
						 

				
	
					
						Name:

					
					
						      Pamela Marsh

					
					
						 

				
	
					
						Title:

					
					
						      Managing Director, Treasurer

					
					
						 

				



		
			 
		


		 


		

			Amendment Number Two to Amended and Restated Master Repurchase Agreement PLS-Agency