0001104659-12-079882 Sample Contracts

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”) .

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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”).

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