SECTION 1. Amendments.  Effective as of the date hereof,

(a) Section 2 of the Repurchase Agreement is hereby amended by deleting the defined term “Committed Amount” in its entirety and replacing such term with the following:

(b) Section 2 of the Repurchase Agreement is hereby amended by deleting the defined term “Maximum Aggregate Purchase Price” in its entirety and replacing such term with the following:

(c) Section 2 of the Repurchase Agreement is hereby amended by deleting the defined term “Uncommitted Amount” in its entirety and replacing such term with the following:

SECTION 2. Fees and Expenses.  Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 23 of the Repurchase Agreement. As a condition precedent to the effectiveness of this Amendment, Seller shall pay to Purchaser the Amendment Fee as defined in Amendment Number Four to the Master Repurchase Agreement Pricing Side Letter dated as of May 3, 2017.

SECTION 3. Defined Terms.  Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Repurchase Agreement.

SECTION 4. Limited Effect.  Except as amended hereby, the Repurchase Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Amendment need not be made in the Repurchase 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 Repurchase Agreement, any reference in any of such items to the Repurchase Agreement being sufficient to refer to the Repurchase Agreement as amended hereby.

SECTION 5. Representations. In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Program Documents.

SECTION 6. Governing Law.  This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflict of laws (other than Sections 5-1401 and 5‑1402 of the New York General Obligations Law which shall be applicable).

SECTION 7. Counterparts.  For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts.  Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.  The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

SECTION 8. Miscellaneous.

(a) This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

(b) The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Repurchase Agreement or any provision hereof or thereof.

BARCLAYS BANK PLC,

as Purchaser and Agent

By:

/s/ Ellen Kiernan

Name:  Ellen Kiernan

Title:    Director

PENNYMAC LOAN SERVICES, LLC,

as Seller

By:

/s/ Pamela Marsh

Name:  Pamela Marsh

Title:    Managing Director, Treasurer

PRIVATE NATIONAL MORTGAGE

ACCEPTANCE COMPANY, LLC,

as Guarantor

By:

/s/ Pamela Marsh

Name:  Pamela Marsh

Title:    Managing Director, Treasurer