Common use of Certain Other Activities Clause in Contracts

Certain Other Activities. (a) The General Partner and the Investment Manager may manage one or more additional investment vehicles or client accounts other than the Partnership (“Other Accounts”) that invest in assets eligible for purchase by the Partnership, provided that during the Commitment Period, all investment opportunities are allocated as provided in the Offering Memorandum and the Principals continue to provide sufficient time and attention to managing the investments of the Partnership. In addition to Other Accounts, after January 2, 2009 and until the earlier of (i) the termination of the Commitment Period and (ii) such time that at least 75% of the aggregate Common Share Commitments of the Parent have been funded or reserved for investments in process at the end of the Commitment Period or Partnership Expenses, including the Advisory Fee, none of PennyMac, the Investment Manager or the General Partner may form a new investment fund or account (collectively, “Successor Funds”) with investment objectives that are substantially similar to those of the Partnership. Notwithstanding the foregoing, PennyMac, the Investment Manager or the General Partner may form one or more Successor Funds for the purpose of investing in one or more investment opportunities where the capital necessary to acquire such assets exceeds the available capital of the Partnership or its other clients, or where the Investment Manager determines that acquiring the entire interest in such assets would not be in the best interest of the Partnership and such other clients, taking into account diversification and Partnership investment goals. If a Successor Fund is formed to invest in specific investment opportunities under such circumstances, in addition to any investment that may be made by the Partnership, the Investment Manager will offer Partners and other direct and indirect investors in the Partnership and the Other Accounts the opportunity to invest in such Successor Fund. Any amounts contributed by a Partner in respect of such Successor Fund will not reduce the available Common Share Commitment of such Partner. (b) Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from spending, and may spend, substantial business time in connection with other businesses or activities, including, but not limited to, managing Other Accounts, managing investments, participating in actual or potential investments of the Partnership or any Partner, providing consulting, merger and acquisition, structuring or financial advisory services, including with respect to actual, contemplated or potential investments of the Partnership, or acting as a director, officer, manager, member or creditors’ committee member of, or adviser to, or participant in, any corporation, company, limited liability company, trust or other Person. Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from receiving, and may receive, fees or other compensation from third parties for any of these activities, which fees will be for their own account and not for the account of the Partnership. Such fees may relate to actual, contemplated or potential investments of the Partnership and may be payable by entities in which the Partnership directly or indirectly has invested or contemplates investing. Neither the Partnership nor any Partner shall, by virtue of this Agreement, have any right, title or interest in or to the businesses or activities permitted by this Section 9.9 or in or to any fees or consideration derived therefrom. Allocation of investments or opportunities among the Partnership and Other Accounts will be made as described in the Offering Memorandum or as otherwise approved by the Board of Directors in accordance with the Investment Company Act and the Advisers Act.

Certain Other Activities. (a) The General Partner and the Investment Manager may manage one or more additional investment vehicles or client accounts other than the Partnership Company (“Other Accounts”) that invest in assets eligible for purchase by the Company or the Portfolio Partnership, provided that during the Commitment Period, all investment opportunities are allocated as provided in the Offering Memorandum and the Principals continue to provide sufficient time and attention to managing the investments of the PartnershipCompany. In addition to Other Accounts, after January 2, 2009 and until the earlier of (i) the termination of the Commitment Period and (ii) such time that at least 75% of the aggregate Common Share Commitments of the Parent Company have been funded or reserved for investments in process at the end of the Commitment Period or Partnership Company Expenses, including the Advisory Fee and Shareholder Servicing Fee, none of PennyMac, the Investment Manager or the General Partner general partner of the Portfolio Partnership may form a new investment fund or account (collectively, “Successor Funds”) with investment objectives that are substantially similar to those of the PartnershipCompany. Notwithstanding the foregoing, PennyMac, the Investment Manager or the General Partner general partner of the Portfolio Partnership may form one or more Successor Funds for the purpose of investing in one or more investment opportunities where the capital necessary to acquire such assets exceeds the available capital of the Partnership or Company and its other clients, or where the Investment Manager determines that acquiring the entire interest in such assets would not be in the best interest of the Partnership Company and such other clients, taking into account diversification and Partnership Company investment goals. If a Successor Fund is formed to invest in specific investment opportunities under such circumstances, in addition to any investment that may be made by the PartnershipCompany, the Investment Manager will offer Partners Members and other direct and indirect investors in the Partnership Company and the Other Accounts the opportunity to invest in such Successor Fund. Any amounts contributed by a Partner Member in respect of such Successor Fund will not reduce the available Common Share Unfunded Commitment of such PartnerMember. (b) Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from spending, and may spend, substantial business time in connection with other businesses or activities, including, but not limited to, managing Other Accounts, managing investments, participating in actual or potential investments of the Partnership Company or any PartnerMember, providing consulting, merger and acquisition, structuring or financial advisory services, including with respect to actual, contemplated or potential investments of the PartnershipCompany, or acting as a director, officer, manager, member or creditors’ committee member of, or adviser to, or participant in, any corporation, company, limited liability company, trust or other Person. Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from receiving, and may receive, fees or other compensation from third parties for any of these activities, which fees will be for their own account and not for the account of the PartnershipCompany. Such fees may relate to actual, contemplated or potential investments of the Partnership Company and may be payable by entities in which the Partnership Company directly or indirectly has invested or contemplates investing. Neither the Partnership Company nor any Partner Member shall, by virtue of this Agreement, have any right, title or interest in or to the businesses or activities permitted by this Section 9.9 9.8 or in or to any fees or consideration derived therefrom. Allocation of investments or opportunities among the Partnership Company and Other Accounts will be made as described in the Offering Memorandum or as otherwise approved by the Board of Directors in accordance with the Investment Company Act and the Advisers Act.