AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT

Exhibit 10.107

EXECUTION

AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT

Amendment No. 1 to Master Repurchase Agreement, dated as of May 3, 2017 (this “Amendment”), by and between PennyMac Loan Services, LLC. (the “Seller”) and Royal Bank of Canada (the “Buyer”).

RECITALS

Buyer and Seller are parties to that certain (a) Master Repurchase Agreement, dated as of September 19, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”) and (b) the related Pricing Side Letter, dated as of September 19, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). 

Buyer and Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

Accordingly, Buyer and Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

Section 1.    Definitions.  The Existing Repurchase Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“USDA Loan” has the meaning set forth in the Pricing Side Letter.

“USDA Loan Guaranty Agreement” means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor.

Section 2.    Representations and Warranties with Respect to Purchased Mortgage Loans.  Schedule 1 to the Existing Repurchase Agreement is hereby amended by deleting subsection (nnn) in its entirety and replacing it with the following:

(nnn)   FHA Mortgage Insurance; VA Loan Guaranty; USDA Loan Guaranty.  With respect to the FHA Loans, the FHA Mortgage Insurance Contract is or is eligible to be in full force and effect and there exists no impairment to full recovery without indemnity to HUD or the FHA under FHA Mortgage Insurance.  With respect to the VA Loans, the VA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein.  With respect to the USDA Loans, the USDA Loan Guaranty Agreement is in full force and effect to the maximum extent stated therein. All necessary steps have been taken to keep such guaranty or insurance valid, binding and enforceable and each is the binding, valid and enforceable obligation of the FHA, the VA or the USDA, respectively, to the full extent thereof, without surcharge, set off or defense.  Each FHA Loan, VA Loan and USDA Loan was originated in accordance with the criteria of an Agency for purchase of such Mortgage Loans.

Section 3.    Conditions Precedent.  This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

3.1    Delivered Documents.  On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

(a)    this Amendment, executed and delivered by a duly authorized officer of each of the Buyer and the Seller;

(b)    Amendment No. 1 to the Pricing Side Letter, executed and delivered by a duly authorized officer of each of the Buyer and the Seller; and

(c)    such other documents as the Buyer or counsel to the Buyer may reasonably request.

Section 4.   Representations and Warranties.    Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Master Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Master Repurchase Agreement.

Section 5.    Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

Section 6.    Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together constitutes one and the same instrument, and each party hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment.

Section 7.    Severability.  Each provision and agreement herein will be treated as separate and independent from any other provision or agreement herein and will be enforceable notwithstanding the unenforceability of any such other provision or agreement.

Section 8.     GOVERNING LAW.  THIS AMENDMENT IS GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOWS]

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.