4.
TERM; TERMINATION.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE
CLOSING DATE AND SHALL CONTINUE IN OPERATION, UNTIL THE EARLIER OF (A) THE
PAYMENT IN FULL OF THE MANAGER CONDITIONAL PAYMENT AND (B)
AUGUST 4, 2015.
IF
THE PERFORMANCE HURDLE IS NOT MET OR EXCEEDED FOR A FULL FOUR CALENDAR QUARTER
PERIOD DURING THE CONDITIONAL PAYMENT PERIOD, THIS AGREEMENT AND THE CONDITIONAL
OBLIGATION TO REIMBURSE THE MANAGER FOR THE MANAGER OFFERING PAYMENTS SHALL
TERMINATE.
SECTION 5.
ASSIGNMENTS.
(A)
THIS AGREEMENT SHALL NOT BE ASSIGNED BY ANY PARTY
HERETO
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES, EXCEPT IN THE
CASE OF ASSIGNMENT BY THE TRUST OR THE OPERATING PARTNERSHIP TO ANOTHER REIT (IN
THE CASE OF THE TRUST) OR OTHER ORGANIZATION WHICH IS A SUCCESSOR (BY MERGER,
CONSOLIDATION, PURCHASE OF ASSETS, OR SIMILAR TRANSACTION) TO THE TRUST OR THE
OPERATING PARTNERSHIP, IN WHICH CASE SUCH SUCCESSOR ORGANIZATION SHALL BE BOUND
UNDER THIS AGREEMENT AND BY THE TERMS OF SUCH ASSIGNMENT IN THE SAME MANNER AS
THE TRUST AND THE OPERATING PARTNERSHIP ARE BOUND UNDER THIS AGREEMENT.
SECTION 6.
MISCELLANEOUS.
(A)
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE
RESPECTIVE PARTIES HERETO TO BE EFFECTIVE SHALL BE IN WRITING (INCLUDING BY
TELECOPY), AND, UNLESS OTHERWISE
4
EXPRESSLY PROVIDED HEREIN, SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE WHEN
DELIVERED AGAINST RECEIPT OR UPON ACTUAL RECEIPT OF (1) PERSONAL DELIVERY, (2)
DELIVERY BY REPUTABLE OVERNIGHT COURIER, (3) DELIVERY BY FACSIMILE TRANSMISSION
WITH TELEPHONIC CONFIRMATION OR (4) DELIVERY BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED AS SET FORTH BELOW (OR TO
SUCH OTHER ADDRESS AS MAY BE HEREAFTER NOTIFIED BY THE RESPECTIVE PARTIES HERETO
IN ACCORDANCE WITH THIS SECTION 6):
The Trust and the
Operating Partnership:
PennyMac Mortgage Investment Trust
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