AMENDMENT NUMBER TWENTY-THREE to the MASTER REPURCHASE AGREEMENT Dated as of December 9, 2010, among PENNYMAC CORP., PENNYMAC HOLDINGS, LLC and PENNYMAC LOAN SERVICES, LLC and CITIBANK, N.A.

EXECUTION

Exhibit 10.35

AMENDMENT NUMBER TWENTY-THREE

to the

MASTER REPURCHASE AGREEMENT

Dated as of December 9, 2010,

among

PENNYMAC CORP., PENNYMAC HOLDINGS, LLC and PENNYMAC LOAN SERVICES, LLC

and

CITIBANK, N.A.

This AMENDMENT NUMBER TWENTY-THREE (this “Amendment Number Twenty-Three”) is made this 20th day of October, 2016 among PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC f/k/a PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC (each, a “Seller” and jointly and severally, the “Seller” or “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of December 9, 2010, among Sellers, 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, Sellers and Buyer have agreed to extend the term of the facility as more specifically set forth herein; and

WHEREAS, as of the date hereof, each Seller and Servicer 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 October 20, 2016 (the "Amendment Effective Date"), the Agreement is hereby amended as follows:

(a)Section 2 of the Agreement is hereby amended by adding the new definition of “2015 Extension Fee” in the appropriate alphabetical order to read as follows:

“2016 4Q Extension Fee” shall have the meaning assigned to it in the Pricing Side Letter.

(b)Section 2 of the Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing it as follows:

“Termination Date” shall mean December 2, 2016 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.”

(c)Section 4(c) of the Agreement is hereby amended by adding the following language at the end of such section:

“In connection with the extension of the Termination Date from October 20, 2016 to December 2, 2016, Seller agrees to pay to Buyer an additional commitment fee for the period beginning on October 20, 2016 through December 2, 2016, equal to the 2016 4Q Extension Fee (reduced by any amount of the 2016 4Q Extension Fee paid to Buyer under Amendment Twelve to the PMAC Agency Agreement), such payment to be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer on or prior to October 20, 2016.  Buyer may, in its sole discretion, net all or any portion of the 2016 4Q Extension Fee then due and payable from the proceeds of any Purchase Price paid to Seller.  The 2016 4Q Extension Fee is and shall be deemed to be fully earned and non-refundable as of October 20, 2016.”

Section 2.Fees and Expenses.  Sellers agree to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Twenty-Three (including any 2016 4Q Extension Fee and 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.  Each Seller and Servicer 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 Twenty-Three shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  THIS AMENDMENT NUMBER TWENTY-THREE 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 Twenty-Three 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 Twenty-Three 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, Sellers, Servicer and Buyer have caused this Amendment Number Twenty-Three to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

Acknowledged:

Amendment Number Twenty-Three to Master Repurchase Agreement REIT-NPL

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