AMENDMENT NUMBER THREE 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 10.107

EXECUTION COPY

AMENDMENT NUMBER THREE

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 THREE (this “Amendment”) is made as of this 30th day of January, 2017, 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 and Amendment Number Two, dated as of December 2, 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 deleting the defined term “Available Facility Amount” in its entirety and replacing it with the following:

“Available Facility Amount” means $80,000,000, subject to the Optional Available Facility Amount Increase; provided however that at no time may the Outstanding Aggregate Loan Amount exceed:

(A) the Borrowing Base; or

(B) the amount that, when added to the aggregate principal amounts outstanding under the Repo Agreement, would equal the Maximum Aggregate Purchase Price (as such term is defined in the Repo Agreement).

(b) Section 1.1 of Schedule I of the Loan Agreement is hereby amended by adding the defined term “Optional Available Facility Amount Increase” in its proper alphabetical sequence:

“Optional Available Facility Amount Increase” means a one-time increase in the Available Facility Amount by up to $50,000,000, which may occur at any time prior to June 2, 2017, upon two weeks’ prior written notice from Borrower to Lender, subject to approval by Lender in its sole discretion.

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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).

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/ Xxxxxx X’Xxxxxxx
		Name: Xxxxxx X’Xxxxxxx
		Title:   Managing 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 Three to Loan and Security Agreement