PennyMac Mortgage Investment Trust Sample Contracts

PENNYMAC MORTGAGE INVESTMENT TRUST Issuer PENNYMAC CORP. Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee Indenture Dated as of September 21, 2023 Senior Debt Securities
Indenture • September 21st, 2023 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

INDENTURE, dated as of September 21, 2023, among PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland real estate investment trust (hereinafter called the “Company”), having its principal office at 3043 Townsgate Road, Westlake Village, California 91361, PENNYMAC CORP., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Guarantor”), having its principal office at 3043 Townsgate Road, Westlake Village, California 91361, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee hereunder (hereinafter called the “Trustee”), having its Corporate Trust Office at 333 South Hope Street, Suite 2525, Los Angeles, California 90071.

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PENNYMAC MORTGAGE INVESTMENT TRUST $100,000,000 COMMON SHARES OF BENEFICIAL INTEREST CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • November 19th, 2010 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland real estate investment trust (the “Company”), PENNYMAC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Operating Partnership”), and PNMAC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), confirm their respective agreements (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

MASTER REPURCHASE AGREEMENT Among BARCLAYS BANK PLC, as Purchaser and Agent PENNYMAC CORP., as Seller PENNYMAC LOAN SERVICES, LLC, as Servicer and PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor Dated as of September 14, 2015
Master Repurchase Agreement • September 18th, 2015 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, “Barclays” or the “Purchaser”) and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, “Agent”),

FLOW SERVICING AGREEMENT between PENNYMAC CORP., as Owner and PENNYMAC LOAN SERVICES, LLC, as Servicer Dated June 1, 2022
Flow Servicing Agreement • August 5th, 2022 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Flow Servicing Agreement (this “Agreement”) is entered into as of June 1, 2022 (the “Effective Date”) by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Servicer”), and PennyMac Corp., a Delaware corporation (the “Owner”).

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017 Among: CITIBANK, N.A., as Buyer, and PENNYMAC CORP., as Seller, and PENNYMAC LOAN SERVICES, LLC, as Servicer
Master Repurchase Agreement • March 8th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 3, 2017, among PENNYMAC CORP., a Delaware corporation as seller (“Seller”), PENNYMAC LOAN SERVICES, LLC, a Delaware limited liability company, as servicer (the “Servicer”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT by and among PENNYMAC MORTGAGE INVESTMENT TRUST, PENNYMAC OPERATING PARTNERSHIP, L.P. and PNMAC CAPITAL MANAGEMENT, LLC Dated as of June 30, 2020
Management Agreement • July 2nd, 2020 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of June 30, 2020 and effective as of July 1, 2020, by and among PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), PennyMac Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and PNMAC Capital Management, LLC, a Delaware limited liability company (the “Manager”).

GUARANTY
Guaranty • October 3rd, 2012 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

GUARANTY, dated as of September 28, 2012 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Guarantor”), in favor of Credit Suisse First Boston Mortgage Capital, LLC (the “Buyer”).

LOAN AND SECURITY AGREEMENT dated as of February 1, 2018 among
Loan and Security Agreement • February 7th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York
GUARANTY
Guaranty • August 24th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

THIS GUARANTY, dated as of August 18, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by PennyMac Mortgage Investment Trust (the “Guarantor”), in favor of Deutsche Bank AG, Cayman Islands Branch (the “Buyer”).

AMENDED AND RESTATED MSR RECAPTURE AGREEMENT
MSR Recapture Agreement • September 13th, 2016 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

(o)No Consent Required. Any consent, approval, authorization or order of any court or governmental agency or body required under federal or state law for the execution, delivery and performance by the MSR Owner of or compliance by the MSR Owner with this Agreement or the consummation of the transactions contemplated by this Agreement has been obtained and is effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the MSR Owner under this Agreement.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PENNYMAC OPERATING PARTNERSHIP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR...
Limited Partnership Agreement • November 6th, 2009 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PENNYMAC OPERATING PARTNERSHIP, L.P. (this “Agreement”), dated as of August 4, 2009, is entered into by and among PennyMac GP OP, Inc., a Delaware corporation (the “General Partner”), and the Persons (as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as it may be amended from time to time).

MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT PREAMBLE
Master Spread Acquisition and MSR Servicing Agreement • January 3rd, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Master Spread Acquisition Agreement (the “Agreement”) is entered into by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Seller”), on the one hand, and PennyMac Holdings, LLC, a Delaware limited liability company (“PMH”) (the “Purchaser”), as of December 30, 2013.

SECOND AMENDED AND RESTATED MORTGAGE BANKING SERVICES AGREEMENT
Mortgage Banking Services Agreement • July 2nd, 2020 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York
Amended and Restated Confidentiality Agreement
Confidentiality Agreement • May 10th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

This Amended and Restated Confidentiality Agreement amends, supersedes and restates in its entirety that certain Confidentiality Agreement, dated February 6, 2013, by and between Private National Mortgage Acceptance Company, LLC and PennyMac Mortgage Investment Trust.

GUARANTY
Guaranty • July 14th, 2014 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

GUARANTY, dated as of July 9, 2014, made by PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Guarantor”), in favor of Bank of America, N.A. (“Buyer”).

PENNYMAC MORTGAGE INVESTMENT TRUST
Performance Share Unit • February 22nd, 2024 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of February 28, 2023 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 6th, 2009 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is entered into as of August 4, 2009 by and among PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), Stanford L. Kurland, David A. Spector, BlackRock Holdco 2, Inc., a Delaware corporation (“BlackRock”), Highfields Capital Investments LLC, a Delaware limited liability company (“Highfields”), and Private National Mortgage Acceptance Company, LLC, a Delaware limited liability company (“PNMAC”). For purposes of this Agreement, each of Stanford L. Kurland, David A. Spector, BlackRock, Highfields and PNMAC shall be referred to individually as a “Purchaser” and collectively as the “Purchasers”).

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • November 26th, 2012 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Repurchase Agreement”), by and between PENNYMAC CORP., a Delaware corporation (the “Seller”), MORGAN STANLEY BANK, N.A., a national banking association (the “Buyer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for the Buyer (together with any successor agent appointed from time to time in accordance with the terms of Section 12.09, the “Agent”) .

MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 8th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This is a MASTER REPURCHASE AGREEMENT, dated as of August 3, 2018 among PENNYMAC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (including its successors in interest and permitted assigns, “POP”), PENNYMAC CORP., a Delaware corporation (including its successors in interest and permitted assigns, “PMC”, and together with POP, each individually a “Seller”, and collectively the “Sellers”) and PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland real estate investment trust (including its successors in interest and permitted assigns, the “Guarantor”) and BNP PARIBAS (including its successors in interest and permitted assigns and, with respect to Section 7, its participants, the “Buyer”).

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), and PENNYMAC MORTGAGE INVESTMENT TRUST and PENNYMAC OPERATING PARTNERSHIP, L.P., each a...
Master Repurchase Agreement • June 5th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 1, 2013, by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC CORP., as seller (“Seller”), and PENNYMAC MORTGAGE INVESTMENT TRUST and PENNYMAC OPERATING PARTNERSHIP, L.P., each a guarantor (collectively, the “Guarantors”).

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED FLOW SERVICING AGREEMENT
Flow Servicing Agreement • November 5th, 2021 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Amendment No. 3 is entered into as of September 29, 2021 and effective as of September 1, 2021 to the Fourth Amended and Restated Flow Servicing Agreement (this “Amendment”) dated June 30, 2020 and effective as of July 1, 2020, by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Servicer”), and PennyMac Operating Partnership, L.P., a Delaware limited partnership (the “Owner”).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FLOW SERVICING AGREEMENT
Flow Servicing Agreement • November 20th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 1 to Second Amended and Restated Flow Servicing Agreement, dated as of November 14, 2013 (the “Amendment”), by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Servicer”), and PennyMac Operating Partnership, L.P., Delaware limited partnership (the “Company”).

MASTER REPURCHASE AGREEMENT among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”) and PENNYMAC CORP., as seller (“Seller”) Dated as of...
Master Repurchase Agreement • December 27th, 2017 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Master Repurchase Agreement (this “Agreement”) is made as of December 20, 2017, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“CSFB”), as administrative agent (the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”), as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller” or “PMC”). Capitalized terms have the meanings specified in Sections 1.01 and 1.02.

PENNYMAC MORTGAGE INVESTMENT TRUST $200,000,000 Common Shares of Beneficial Interest ($0.01 par value) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • June 15th, 2021 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland real estate investment trust (the “Company”), PENNYMAC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Operating Partnership”), and PNMAC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), confirm their respective agreements (this “Agreement”) with [ ] (the “Agent”), as follows:

GUARANTY by PENNYMAC MORTGAGE INVESTMENT TRUST, as guarantor Dated as of August 7, 2020
PennyMac Mortgage Investment Trust • August 13th, 2020 • Real estate investment trusts • New York

This GUARANTY, dated as of August [7], 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by PENNYMAC MORTGAGE INVESTMENT TRUST (“Guarantor”), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the “Buyer”).

Advances, Pledge and Security Agreement Delivery
Advances, Pledge and Security Agreement • August 10th, 2015 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Iowa

This Advances, Pledge and Security Agreement (“Agreement”), effective this 16th day of June, 2014 is entered between PMT Insurance, LLC (“Member”), with principal offices at 8182 Maryland Avenue, Suite 1500, St. Louis, MO 63105, and the Federal Home Loan Bank of Des Moines (“Bank”), with principal offices in Des Moines, Iowa.

GUARANTY by PENNYMAC MORTGAGE INVESTMENT TRUST, as guarantor Dated as of December 20, 2017
PennyMac Mortgage Investment Trust • December 27th, 2017 • Real estate investment trusts • New York

This GUARANTY, dated as of December 20, 2017 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by PENNYMAC MORTGAGE INVESTMENT TRUST, a real estate investment trust organized under the laws of the State of Maryland (the “Guarantor”), in favor of PENNYMAC CORP. (“PMC”), a Delaware corporation (the “Buyer”).

PENNYMAC MORTGAGE INVESTMENT TRUST
Restricted Share Unit • May 7th, 2021 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of February 17, 2021 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

PENNYMAC MORTGAGE INVESTMENT TRUST
Restricted Share Unit • May 7th, 2021 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of February 17, 2021 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

AMENDED AND RESTATED MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT PREAMBLE
MSR Servicing Agreement • May 6th, 2015 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Amended and Restated Master Spread Acquisition and MSR Servicing Agreement (the “Agreement”) is entered into by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Seller”), on the one hand, and PennyMac Holdings, LLC, a Delaware limited liability company (“PMH”) (the “Purchaser”), as of April 30, 2015.

GUARANTY
Guaranty • November 26th, 2012 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

THIS GUARANTY, dated as of November 20, 2012 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland investment trust (together with its successors and permitted assigns, the “Guarantor”) in favor of MORGAN STANLEY BANK, N.A. (the “Buyer”), party to the Master Repurchase Agreement, dated as of the date hereof, by and among the Buyer, PENNYMAC CORP. (the “Seller”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as agent for the Buyer (as amended from time to time, the “Repurchase Agreement”).

MASTER REPURCHASE AGREEMENT Dated as of December 9, 2010 Among: CITIBANK, N.A., as Buyer, and PENNYMAC CORP., as a Seller, PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC, as a Seller and PENNYMAC LOAN SERVICES, LLC, as Servicer
Master Repurchase Agreement • December 15th, 2010 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of December 9, 2010, among PENNYMAC CORP., a Delaware corporation as a seller (“PennyMac” or a “Seller”), PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC, a Delaware limited liability company as a seller (“PMIT Holdings” or a “Seller”, and together with PennyMac, jointly and severally, the “Seller” or the “Sellers”), PENNYMAC LOAN SERVICES, LLC, a Delaware limited liability company, as servicer (the “Servicer”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • March 16th, 2018 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of March 15, 2017, among PennyMac Corp., a Delaware corporation (“PMC”), PennyMac Operating Partnership, L.P., a Delaware limited partnership (“POP”), PennyMac Holdings, LLC, a Delaware limited liability company (“PMH”, and together with POP and PMC, each individually, a “Seller”, and collectively the “Sellers”), PMC REO Trust 2015-1, a Delaware statutory trust (“REO Subsidiary”, and together with Sellers, each a “Seller Party” and collectively, “Seller Parties”), PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Guarantor”) and JPMorgan Chase Bank, National Association, a banking association organized under the laws of the United States (the “Buyer”).

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