(34) OFAC. None of the Transaction Entities, any of the Subsidiaries or, to
the knowledge of the Transaction Entities, any trustee, officer, agent, employee, affiliate or person acting on behalf of the Transaction Entities or any of the Subsidiaries is currently the subject or target of any U.S. sanctions administered or
enforced by the United States Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, His Majestys Treasury Department, or other
relevant sanctions authority (collectively, Sanctions), nor are any of the Transaction Entities and any of the Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and the
Transaction Entities will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of or business with any person, or in a country or territory that, at the time of such financing, is the subject of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the
transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions.
(35) Real Estate Investment Trust
Status. The Company, since its date of inception for U.S. federal income tax purposes, has been, and upon the sale of the Securities will continue to be, organized and operated in conformity with the requirements for qualification and taxation
as a real estate investment trust (a REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code). The Company currently intends to continue to
operate in a manner which would permit it to continue to meet the requirements for qualification and taxation as a REIT under the Code.
(36) Management Agreement. The Third Amended and Restated Management Agreement, dated as of June 30, 2020 (the
Management Agreement), among the Company, PennyMac Operating Partnership, L.P., a Delaware limited partnership (the Operating Partnership), and the Manager has been duly authorized, executed and
delivered by each of the Company, the Operating Partnership and the Manager and constitutes a valid and binding agreement of the Company and the Operating Partnership enforceable in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles.
(37) Flow Servicing Agreement. The Fourth Amended and Restated Flow Servicing Agreement, dated as of June 30, 2020, as
amended on March 9, 2021, June 4, 2021 and September 29, 2021 (the Servicing Agreement), between the Operating Partnership and PennyMac Loan Services, LLC (the Servicer), has been
duly authorized, executed and delivered by the Operating Partnership and constitutes a valid and binding agreement of the Operating Partnership enforceable in accordance with its terms, except to the extent that enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles.
(38) Finders Fees. Neither of the Transaction Entities has incurred any liability for any finders fees or similar
payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Underwriters pursuant to this Agreement.
(39) Partnership Agreement. The Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of
August 4, 2009, as amended by the First Amendment thereto, dated as of March 9, 2017, the Second Amendment thereto, dated as of July 5, 2017 and the Third Amendment thereto, dated as of August 24, 2021 (the
Partnership Agreement), has been duly authorized, executed and delivered by each of the Company and PennyMac GP OP, Inc. and is a valid and binding agreement of each of the Company and PennyMac GP OP, Inc., enforceable in
accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and by general equitable principles.
12