EXHIBIT 10.1
EXECUTION VERSION
[Information indicated with brackets has been excluded from this exhibit because it is
not material and would be competitively harmful if publicly disclosed]
AMENDMENT NO. 1 AND JOINDER TO
SERIES 2023-FTL1 INDENTURE SUPPLEMENT AND LOAN AGREEMENT
This Amendment No. 1 and Joinder to Series 2023-FTL1 Indenture Supplement and Loan Agreement, is entered into as of August 16, 2023
(the Effective Date) (this Amendment), among PMT ISSUER TRUST - FMSR, as issuer (the Issuer), CITIBANK, N.A. (Citibank), as indenture trustee (in such capacity, the
Indenture Trustee), calculation agent (in such capacity, the Calculation Agent), paying agent (in such capacity, the Paying Agent) and securities intermediary (in such capacity, the
Securities Intermediary), PENNYMAC CORP. (PMC), as administrator (in such capacity, the Administrator) and as servicer (in such capacity, the Servicer), ATLAS
SECURITIZED PRODUCTS, L.P., as administrative agent (the Administrative Agent), and the Additional Lenders (as defined herein). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the
Indenture (as defined below).
RECITALS
WHEREAS, the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, Securities Intermediary, the Administrator, the Servicer
and the Administrative Agent are parties to that certain Base Indenture, dated as of December 20, 2017 (as supplemented hereby, as amended by Amendment No. 1, dated as of April 25, 2018, Amendment No. 2, dated as of July 31,
2020, Amendment No. 3, dated as of October 20, 2020, Amendment No. 4, dated as of March 30, 2021, Amendment No. 5, dated as of June 28, 2022, Amendment No. 6, dated as of May 25, 2023, and Amendment
No. 7, dated as of August 16, 2023, 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 2023-FTL1 Indenture Supplement and Loan Agreement, dated as of May 25, 2023 (the Existing Series 2023-FTL1 Indenture Supplement, as amended by this Amendment, the Series 2023-FTL1 Indenture
Supplement, and together with the Base Indenture, the Indenture), by and among the Issuer, the Indenture Trustee, the Calculation Agent, the Paying Agent, the Securities Intermediary, the Administrator, the Servicer, the
Administrative Agent and the Lenders;
WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative
Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Series 2023-FTL1 Indenture Supplement be amended to reflect certain agreed upon revisions to the terms of the Existing Series 2023-FTL1 Indenture Supplement
and to permit Veritex Community Bank and Western Alliance Bank to become additional Lenders (Additional Lenders) under the Series 2023-FTL1 Indenture Supplement.
WHEREAS, pursuant to Section 12.1 of the Base Indenture and Section 11 of the Existing Series 2023-FTL1 Indenture Supplement,
without the consent of the Lenders, but with the consent of the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, at any time and from time to time upon delivery of an Issuer Tax Opinion
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