EX-10.174



 Exhibit 10.174 
  

			
	UNDERLYING ESS LSA	  	EXECUTION

 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT 

(PARTICIPATION CERTIFICATES AND SERVICING) 

This Amendment No. 3 to Loan and Security Agreement (this “Amendment”) is made as of December 15, 2015 by and among
CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CS”), PENNYMAC LOAN SERVICES, LLC (the “Lender”) and PENNYMAC HOLDINGS, LLC (the “Borrower”). 

Lender and Borrower previously entered into a Loan and Security Agreement, dated as of April 30, 2015 (as amended by Amendment No. 1
to Loan and Security Agreement, dated as of October 30, 2015, and by Amendment No. 2 to Loan and Security Agreement, dated as of November 10, 2015 the “Existing Agreement”, and as further amended by this Amendment,
the “Agreement”). 
 Lender, Borrower and CS have agreed, subject to the terms and conditions of this Amendment, that the
Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement. 
 Accordingly, Lender,
Borrower and CS hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Agreement is hereby amended as follows: 

SECTION 1. Definitions. Section 1.01 of the Existing Agreement is hereby amended by deleting the definition of
“Termination Date” in its entirety and replacing it with the following in its proper alphabetical order: 

“Termination Date” means the earliest of (a) January 29, 2016; and (b) the Obligations having become immediately due
and payable pursuant to Section 7.03 of the Loan Agreement. 
 SECTION 2. 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: 

2.1 Delivered Documents. On the Amendment Effective Date, Lender shall have received the following documents, each of which shall be
satisfactory to Lender in form and substance: 
 (a) this Amendment, executed and delivered by the duly authorized officers
of the Lender and Borrower; and 
 (b) such other documents as Lender or counsel to Lender may reasonably request. 

SECTION 3. Representations and Warranties. Borrower hereby represents and warrants to Lender that Borrower is in compliance with all
the terms and provisions set forth in the Agreement on its part to be observed or performed, and that no Event of Default under the Agreement has occurred or is continuing and hereby confirms and reaffirms the representations and warranties
contained in Article III of the Agreement. 







 SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the
Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 
 SECTION 5.
Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or
agreement. 
 SECTION 6. Counterparts. This Amendment 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. 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. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their
duly authorized officers or trustees as of the date first above written. 
  

			
	 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC

		
	By:	 	 /s/ Elie Chau

	Name:	 	Elie Chau
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 3 to Loan and Security Agreement 








 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their
duly authorized officers or trustees as of the date first above written. 
  

			
	PENNYMAC HOLDINGS, LLC
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer
	
	PENNYMAC LOAN SERVICES, LLC
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer



  
 Signature Page to
Amendment No. 3 to Loan and Security Agreement