AMENDMENT NUMBER TWO to the LOAN AND SECURITY AGREEMENT dated as of December 4, 2015 among BARCLAYS BANK PLC and PENNYMAC LOAN SERVICES, LLC and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

Exhibit 10.106

EXECUTION COPY

AMENDMENT NUMBER TWO

to the

LOAN AND SECURITY AGREEMENT

dated as of December 4, 2015

among

BARCLAYS BANK PLC

and

PENNYMAC LOAN SERVICES, LLC

and

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

This AMENDMENT NUMBER TWO (this “Amendment”) is made as of this 2nd day of December, 2016, by and among Barclays Bank PLC (the “Lender”), Private National Mortgage Acceptance Company, LLC (the “Guarantor”) and PennyMac Loan Services, LLC (the “Borrower”), and amends that certain Loan and Security Agreement, dated as of December 4, 2015, as amended by Amendment Number One, dated as of February 26, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Lender, the Guarantor and the Borrower.

WHEREAS, the Lender, the Guarantor and the Borrower have agreed to amend the Loan Agreement as more particularly set forth herein.

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 the date hereof:

(a)  Section 1.1 of Schedule I of the Loan Agreement is hereby amended by adding the following defined term “Bail-In Action” in its proper alphabetical sequence:

“Bail-In Action” means the exercise by the Bank of England (or any successor  resolution authority) of any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period and together with any power to terminate and value transactions) under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom relating to the transposition of the European Banking Recovery and Resolution Directive as amended from time to time, including but not limited to, the Banking Xxx 0000 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which our obligations (or those of our affiliates) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of ours or any other person.

(b)  Section 1.1 of Schedule I of the Loan Agreement is hereby amended by deleting the defined term “Maturity Date” in its entirety and replacing such term with the following:

“Maturity Date” means December 1, 2017.

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(c) The Loan Agreement is hereby amended by adding the following as a new Section 11.14 in its proper numerical sequence:

Section 11.14. Contractual Recognition of Bail-In. You acknowledge and agree that notwithstanding any other term of this Agreement or any other agreement, arrangement or understanding with us, any of our liabilities, as the Bank of England (or any successor resolution authority) may determine, arising under or in connection with this Agreement may be subject to Bail-In Action and you accept to be bound by the effect of:

(a)    any Bail-In Action in relation to such liability, including (without limitation):

(i)     a reduction, in full or in part, of any amount due in respect of any such liability;

(ii)    a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, you; and

(iii)   a cancellation of any such liability; and

(b)   a variation of any term of this Agreement to the extent necessary to give effect to Bail-In Action in relation to any such liability.

SECTION 2. Fees and Expenses.  Borrower agrees to pay to Lender all fees and out of pocket expenses incurred by Lender in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Lender incurred in connection with this Amendment, in accordance with Section 3.03 of the Loan Agreement.

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

SECTION 0. Xxxxxxx Effect.  Except as amended hereby, the Loan Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Amendment need not be made in the Loan 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 Loan Agreement, any reference in any of such items to the Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby.

SECTION 5. Representations.  In order to induce Lender to execute and deliver this Amendment, each of the Guarantor and the Borrower hereby represents to Lender that as of the date hereof, (i) each of the Guarantor and the Borrower is in full compliance with all of the terms and conditions of the Facility Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Facility 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 conflicts of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall be applicable).

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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 Loan Agreement or any provision hereof or thereof.

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IN WITNESS WHEREOF, the Lender, the Guarantor and the Borrower have each caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written.

	BARCLAYS BANK PLC,
	as Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:   Director
	PENNYMAC LOAN SERVICES, LLC,
	as Borrower
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Managing Director, Treasurer
	PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
	as Guarantor
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:   Managing Director, Treasurer

Amendment Number Two to Loan and Security Agreement