IS LISTED, AS MAY, IN ITS JUDGMENT, BE REQUIRED IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
IF ANY PARTY DECIDES THAT IT MUST MAKE ANY SUCH REQUIRED
FILING IT WILL ADVISE THE OTHER PARTIES PRIOR TO MAKING SUCH FILING.
NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO ACKNOWLEDGE THAT THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DISCLOSED IN THE REGISTRATION
STATEMENT AND THAT A FORM OF THIS AGREEMENT HAS BEEN OR WILL BE FILED AS AN
EXHIBIT TO THE REGISTRATION STATEMENT.
7.
CONDITIONS OF CLOSING OF EACH PURCHASER.
THE RESPECTIVE
OBLIGATIONS OF EACH PURCHASER TO ACQUIRE THE APPLICABLE PRIVATE PLACEMENT COMMON
SHARES FROM THE TRUST AT THE CLOSING ARE SUBJECT TO THE FULFILLMENT TO EACH SUCH
PURCHASER'S REASONABLE SATISFACTION ON OR PRIOR TO THE CLOSING OF EACH OF THE
FOLLOWING CONDITIONS:
7.1
EACH REPRESENTATION AND WARRANTY MADE BY THE TRUST IN SECTION 3
ABOVE SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF THIS AGREEMENT AND AS
OF THE CLOSING AS THOUGH MADE AS OF THE CLOSING.
7.2
ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED IN THIS
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY THE TRUST ON OR PRIOR TO THE
CLOSING SHALL HAVE BEEN PERFORMED OR COMPLIED WITH BY THE TRUST IN ALL RESPECTS.
7.3
THE TRUST SHALL HAVE DELIVERED AT OR PRIOR TO THE DATE OF THE
CLOSING TO THE PURCHASERS OR THEIR RESPECTIVE DESIGNEES AN EXECUTED COPY OF THE
REGISTRATION RIGHTS AGREEMENT AMONG THE TRUST AND EACH PURCHASER, SUBSTANTIALLY
IN THE FORM OF EXHIBIT B HERETO (THE "REGISTRATION RIGHTS AGREEMENT").
7.4
SIMULTANEOUSLY WITH THE CLOSING, THE TRUST SHALL CONSUMMATE THE
IPO.
THE MATERIAL TERMS OF THE IPO SHALL NOT HAVE CHANGED IN ANY MATERIAL
RESPECT FROM THOSE DISCLOSED IN THE REGISTRATION STATEMENT, OTHER THAN CHANGES
APPROVED BY THE BOARD OF DIRECTORS OF PNMAC.
8.
LISTING OF THE PRIVATE PLACEMENT COMMON SHARES.
THE TRUST HEREBY
AGREES TO USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE THE PRIVATE
PLACEMENT COMMON SHARES TO BE LISTED ON THE NEW YORK STOCK EXCHANGE OR SUCH
OTHER EXCHANGE ON WHICH THE COMMON SHARES ARE THEN LISTED NO LATER THAN THE
SIX-MONTH ANNIVERSARY OF THE DATE OF THE CLOSING.
9.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT BY OR ON BEHALF
OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO THE BENEFIT OF THE
RESPECTIVE SUCCESSORS OF THE PARTIES
6
HERETO WHETHER SO EXPRESSED OR NOT.
NOTWITHSTANDING THE FOREGOING OR ANYTHING
TO THE CONTRARY HEREIN, THE PARTIES MAY NOT ASSIGN THIS AGREEMENT OR THEIR
OBLIGATIONS HEREUNDER.
10.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED OR
WAIVED, IN WHOLE OR IN PART, EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF
THE PARTIES HERETO.
11.
DEFAULT BY ONE OR MORE PURCHASERS.
IF A PURCHASER SHALL FAIL AT
THE CLOSING TO PURCHASE THE PRIVATE PLACEMENT COMMON SHARES THAT SUCH PURCHASER
IS OBLIGATED TO PURCHASE HEREUNDER, THEN THIS AGREEMENT SHALL BE