PennyMac Operating Partnership, L.P.
27001 Agoura Road, Third Floor
Calabasas, California 91301
Attention: Chief Executive Officer
Fax: (818) 337-2138
with a copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Edward J. Fine and J. Gerard Cummins
Fax: (212) 839-5599
The Manager:
PNMAC Capital Management, LLC
27001 Agoura Road, Third Floor
Calabasas, California 91301
Attention: Chief Executive Officer
Fax: (818) 337-2138
with a copy to:
PNMAC Capital Management, LLC
27001 Agoura Road, Third Floor
Calabasas, California 91301
Attention: Chief Legal Officer
Fax: (818) 337-2138
(B)
BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS AS
PROVIDED HEREIN.
(C)
INTEGRATION.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS,
INDUCEMENTS AND CONDITIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF ANY NATURE
WHATSOEVER WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THE EXPRESS TERMS HEREOF
CONTROL AND SUPERSEDE ANY COURSE OF PERFORMANCE AND/OR USAGE OF THE TRADE
INCONSISTENT WITH ANY OF THE TERMS HEREOF.
(D)
AMENDMENTS.
NEITHER THIS AGREEMENT, NOR ANY TERMS HEREOF, MAY BE
AMENDED, SUPPLEMENTED OR MODIFIED EXCEPT IN AN INSTRUMENT IN WRITING EXECUTED BY
THE PARTIES HERETO.
(E)
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
EACH OF THE PARTIES HERETO
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
CALIFORNIA AND
31
THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE
PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN
SUCH COURT.
(F)
WAIVER OF JURY TRIAL.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(G)
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE TO EXERCISE AND NO
DELAY IN EXERCISING, ON THE PART OF A PARTY HERETO, ANY RIGHT, REMEDY, POWER OR
PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY,
POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED
ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, REMEDIES, POWERS AND