Ninth Amendment to Master Repurchase Agreement, dated as of October 9, 2020, between PennyMac Loan Services, LLC and JPMorgan Chase Bank, N.A

Exhibit 10.2

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NINTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

Dated as of October 9, 2020

Between:

PENNYMAC LOAN SERVICES, LLC, as Seller

and

JPMORGAN CHASE BANK, N.A., as Buyer

The Parties have agreed to amend the Master Repurchase Agreement dated August 19, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated May 23, 2017, the Second Amendment to Master Repurchase Agreement dated September 27, 2017, the Third Amendment to Master Repurchase Agreement dated October 13, 2017, the Fourth Amendment to Master Repurchase Agreement dated October 13, 2017, the Fifth Amendment to Master Repurchase Agreement dated October 12, 2018 and the Sixth Amendment to Master Repurchase Agreement dated July 23, 2019, the Seventh Amendment to Master Repurchase Agreement dated October 11, 2019, Omnibus Letter Agreement dated April 30, 2020, and the Eighth Amendment to Master Repurchase Agreement dated August 24, 2020 (the “Amended MRA”) and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to extend the latest Termination Date, and they hereby amend the Amended MRA as follows.

All capitalized terms used in the Amended MRA and used, but not defined differently, in this amendment have the same meanings here as there.

2.         Definitions; Interpretation

The following definition in Section 2(a) of the Amended MRA is amended to read as follows:

“Termination Date” means the earliest of (i) the Business Day, if any, that Sellers designate as the Termination Date by written notice given to Buyer at least sixty (60) days (or, if Section 8(d) is applicable, thirty (30) days) before such date, (ii) if a Change in Executive Management has occurred, the Business Day, if any, that Buyer designates as the Termination Date by written notice given to Sellers at least ninety (90) days before such date, (iii) the date of declaration of the Termination Date pursuant to Section 12(b)(i), and (iv) January 7, 2021.

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As amended hereby, the Amended MRA remains in full force and effect, and the Parties hereby ratify and confirm it.

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Counterpart signature page to Ninth Amendment to Master Repurchase Agreement