PRIVILEGES
PROVIDED BY LAW.
(H)
COSTS AND EXPENSES.
EACH PARTY HERETO SHALL BEAR ITS OWN COSTS
AND EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS OF COUNSEL AND ACCOUNTANTS)
INCURRED IN CONNECTION WITH THE NEGOTIATIONS AND PREPARATION OF AND THE CLOSING
UNDER THIS AGREEMENT, AND ALL MATTERS INCIDENT THERETO.
(I)
SECTION HEADINGS.
THE SECTION AND SUBSECTION HEADINGS IN THIS
AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO ALTER
OR AFFECT THE INTERPRETATION OF ANY PROVISIONS HEREOF.
(J)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES TO
THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY TELECOPY),
AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE
AND THE SAME INSTRUMENT.
(K)
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties hereto have executed this Management
Agreement as of the date first written above.
PENNYMAC MORTGAGE INVESTMENT TRUST
By:
/s/ Jeff Grogin
Name: Jeff Grogin
Title: Chief Legal Officer and Secretary
PENNYMAC OPERATING PARTNERSHIP, L.P.
By: PENNYMAC GP OP, INC.,
its General Partner
By:
/s/ Jeff Grogin
Name: Jeff Grogin
Title: Executive Vice President and Secretary
PNMAC CAPITAL MANAGEMENT, LLC
By:
/s/ Jeff Grogin
Name: Jeff Grogin
Title: Secretary and Chief Legal Officer
33