0001564590-19-004522 Sample Contracts

PENNYMAC MORTGAGE INVESTMENT TRUST
Performance Share Unit • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _______, 2019 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

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PENNYMAC MORTGAGE INVESTMENT TRUST
Restricted Share Unit • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts • Maryland

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _________, 2019 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York

Amendment No. 5 to Second Amended and Restated Master Repurchase Agreement, dated as of February 11, 2019 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (a “Committed Buyer” and a “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Holdings, LLC (“PennyMac Holdings”), PennyMac Corp. (“PMC”), PennyMac Operating Partnership, L.P., in their capacity as sellers (“POP”, together with PennyMac Holdings and PMC, each a “Seller” and, collectively, the “Sellers”), PMC REO Financing Trust, an asset subsidiary (the “REO Subsidiary” and together with the Sellers, the “Seller Parties”) and PennyMac Mortgage Investment Trust (“PMIT”) and POP, in their capacity as guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

AMENDMENT NO. 15 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Mortgage Loan Participation Purchase and Sale Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts

Amendment No. 15 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of June 29, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Corp. (“Seller”), PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (individually and collectively, the “Guarantor”).

AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts

Amendment No. 6 to Master Repurchase Agreement, dated as of November 30, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Buyer”), PennyMac Operating Partnership, L.P. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”).

SECOND 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, 2019
Underwriting Fee Reimbursement Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts • California

SECOND AMENDED AND RESTATED UNDERWRITING FEE REIMBURSEMENT AGREEMENT, dated as of February 1, 2019, 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”).

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 4 dated as of January 29, 2019 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017
Master Repurchase Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts

This Amendment No. 4 to Master Repurchase Agreement, dated as of January 29, 2019 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”). Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts

Amendment No. 5 to Master Repurchase Agreement, dated as of June 29, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Buyer”), PennyMac Operating Partnership, L.P. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”).

DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 3 dated as of December 31, 2018 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017
Master Repurchase Agreement • February 26th, 2019 • PennyMac Mortgage Investment Trust • Real estate investment trusts

This Amendment No. 3 to Master Repurchase Agreement, dated as of December 31, 2018 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”). Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

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