0001047469-13-000728 Sample Contracts

AMENDED AND RESTATED FLOW SERVICING AGREEMENT between PENNYMAC OPERATING PARTNERSHIP, L.P., as Owner and PENNYMAC LOAN SERVICES, LLC, as Servicer Dated as of February 1, 2013 FIXED- AND ADJUSTABLE-RATE RESIDENTIAL MORTGAGE LOANS
Flow Servicing Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

This Amended and Restated Flow Servicing Agreement (this “Agreement”) is entered into as of February 1, 2013, 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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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 February 1, 2013
Management Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of February 1, 2013, 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”).

MSR RECAPTURE AGREEMENT
MSR Recapture Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York
MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT
Master Spread Acquisition and MSR Servicing Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

effective except where the lack of consent, approval, authorization or order would not have a material adverse effect on the performance by the Seller under this Agreement.

Confidentiality Agreement
Confidentiality Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

In connection with your provision of services pursuant to (i) the Amended and Restated Management Agreement, effective as of February 1, 2013, by and among PNMAC Capital Management, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P., (ii) the Amended and Restated Flow Servicing Agreement, effective as of February 1, 2013, by and between PennyMac Operating Partnership, L.P. and PennyMac Loan Services, LLC, (iii) the Master Spread Acquisition and MSR Servicing Agreement, effective as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Operating Partnership, L.P., (iv) the Mortgage Banking and Warehouse Services Agreement, effective as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp., and (v) the MSR Recapture Agreement, effective as of February 1, 2013, by and between PennyMac Loan Services, LLC and PennyMac Corp. (collectively, the “Management Agreements”), PennyMac Mortgage Investment Trust and/or

MORTGAGE BANKING AND WAREHOUSE SERVICES AGREEMENT
Mortgage Banking And • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

delivery and performance by the Company of or compliance by the Company 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 Company under this Agreement.

AMENDED AND RESTATED UNDERWRITING FEE REIMBURSEMENT AGREEMENT by and among PENNYMAC MORTGAGE INVESTMENT TRUST, PENNYMAC OPERATING PARTNERSHIP, L.P. and PNMAC CAPITAL MANAGEMENT, LLC Dated as of February 1, 2013
Underwriting Fee Reimbursement Agreement • February 7th, 2013 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

AMENDED AND RESTATED UNDERWRITING FEE REIMBURSEMENT AGREEMENT, dated as of February 1, 2013, 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”).

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