AMENDMENT NO. 2 TO SERIES 2017-VF1 INDENTURE SUPPLEMENT
This Amendment No. 2 to the Series 2017-VF1 Indenture Supplement (this Amendment) is dated as of August 4, 2020, by and among PMT ISSUER TRUST - FMSR, as issuer (the Issuer), CITIBANK, N.A. (Citibank), as indenture trustee (the Indenture Trustee), PENNYMAC CORP. (PMC), as administrator (in such capacity, the Administrator) and as servicer (in such capacity, the Servicer), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (the Administrative Agent), and is consented to by CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (CSCIB) and CITIBANK, N.A. (Citi), together, the noteholders of 100% of Outstanding Notes (the Noteholders).
WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent are parties to that certain Base Indenture, dated as of December 20, 2017 (as amended by Amendment No. 1, dated as of April 25, 2018 and Amendment No. 2, dated as of July 31, 2020, and as may be further amended, restated, supplemented or otherwise modified from time to time, the Base Indenture), the provisions of which are incorporated, as modified by that certain Series 2017-VF1 Indenture Supplement, dated as of December 20, 2017 (as amended by Amendment No. 1, dated as of June 29, 2018, and this Amendment, and as may be further amended, restated, supplement or otherwise modified from time to time, the Series 2017-VF1 Indenture Supplement, and together with the Base Indenture, the Indenture), among the Issuer, Citibank, the Servicer, the Administrator and the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture;
WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Administrative Agent and the Noteholders have agreed, subject to the terms and conditions of this Amendment, that the Series 2017-VF1 Indenture Supplement be amended to reflect certain agreed upon revisions to the terms of the Series 2017-VF1 Indenture Supplement;
WHEREAS, pursuant to Section 12.2 of the Base Indenture, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, with prior notice to each Note Rating Agency and the consent of the Majority Noteholders of each Series materially and adversely affected by such amendment, by Act of said Noteholders delivered to the Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee, upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, any Indenture Supplement;
WHEREAS, pursuant to Section 12.3 of the Base Indenture, in executing or accepting the additional trusts created by any amendment or Indenture Supplement of the Base Indenture permitted by Article XII or the modifications thereby of the trusts created by the Base Indenture, the Indenture Trustee will be entitled to receive, and (subject to Section 11.1 of the Base Indenture) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized and permitted by the Base