Exhibit 10.5


 


EXECUTION VERSION


 





 



 


GUARANTY


 


by


 


PRIVATE
NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as guarantor


 


 


 


 


 


Dated
as of April 28, 2021


 





 






 






     


     


    

 







Table
of Contents


 


Page


 





	1.	Defined Terms	1
	2.	Guaranty	2
	3.	Right of Set-off	2
	4.	Subrogation	3
	5.	Amendments, etc. with Respect to the Obligations	3
	6.	Guaranty Absolute and Unconditional	4
	7.	Reinstatement	5
	8.	Payments	5
	9.	Event of Default	5
	10.	Severability	6
	11.	Headings	6
	12.	No Waiver; Cumulative Remedies	6
	13.	Waivers and Amendments; Successors and Assigns; Governing Law	6
	14.	Notices	6
	15.	Governing Law; Jurisdiction; Waivers	6
	16.	Integration; Counterparts; Electronic and Facsimile Execution	7
	17.	Third Party Beneficiaries	8
	18.	Acknowledgments	8
	19.	Events of Default	8


 






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GUARANTY


 


This GUARANTY, dated as of
April 28, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”),
is made by PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (“Guarantor”,
in favor of the buyers from time to time party to the MSRVF1 Repurchase Agreement, collectively, the “Buyers”).


 


RECITALS


 


WHEREAS,
pursuant to the Master Repurchase Agreement, dated as of April 28, 2021 (as may be amended, restated, supplemented or otherwise
modified from time to time, the “MSRVF1 Repurchase Agreement”), among PennyMac Loan Services, LLC, as seller (the
 “Seller”), the Buyers and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Administrative
Agent”), dated as of April 28, 2021, the Buyers have agreed from time to time to enter into Transactions with Seller.
It is a condition precedent to the obligation of the Buyers to enter into Transactions with Seller under the MSRVF1 Repurchase Agreement
that Guarantor shall have executed and delivered this Guaranty to the Buyers;


 


WHEREAS, as a condition precedent
to entering into the MSRVF1 Repurchase Agreement, the Guarantor is required to execute and deliver this Guaranty;


 


WHEREAS, the Guarantor will
receive a benefit, either directly or indirectly from the Seller for entering into this Guaranty; and


 


WHEREAS, pursuant to the Base
Indenture, dated as of April 28, 2021, among PFSI ISSUER TRUST – FMSR, as issuer, the Seller, as servicer and as administrator,
Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”), calculation agent, paying agent
and securities intermediary, and the Administrative Agent, as an administrative agent (together with all schedules and exhibits thereto,
as may be amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture,” and collectively
with each supplement to the Base Indenture executed and delivered in conjunction with the issuance of the related Series of Notes,
including the schedules and exhibits thereto, the “Indenture”).


 


NOW, THEREFORE, in consideration
of the foregoing premises, to induce the Buyers to enter into the MSRVF1 Repurchase Agreement and to enter into Transactions thereunder,
Guarantor hereby agrees with the Buyers, as follows:


 


1.            Defined
Terms. (a) Unless otherwise defined herein, terms which are defined in the MSRVF1 Repurchase Agreement and used herein are so
used as so defined.


 


(b)          For
purposes of this Guaranty, “Obligations” shall mean all obligations and liabilities of Seller to the Buyers, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out
of or in connection with the MSRVF1 Repurchase Agreement and any other Program Agreements and any other document made, delivered or given
in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, all fees and disbursements of counsel to the Buyers that are required to be paid by Seller pursuant
to the terms of the Program Agreements and costs of enforcement of this Guaranty reasonably incurred) or otherwise.


 






     


     


    

 







2.            Guaranty.
(a) Guarantor hereby unconditionally and irrevocably guarantees to the Buyers the prompt and complete payment and performance by
Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.


 


(b)          Guarantor
further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or
incurred by the Buyers in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or
all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty
shall remain in full force and effect until the later of (i) the termination of the MSRVF1 Repurchase Agreement and (ii) the
Obligations are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations.


 


(c)          No
payment or payments made by Seller or any other Person or received or collected by the Buyers from Seller or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment
of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding
any such payment or payments, remain liable for the amount of the outstanding Obligations until the outstanding Obligations are paid
in full.


 


(d)          Guarantor
agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to the Buyers on account of Guarantor’s
liability hereunder, Guarantor will notify the Buyers in writing that such payment is made under this Guaranty for such purpose.


 


3.            Right
of Set-off. The Buyers are hereby irrevocably authorized at any time and from time to time without notice to Guarantor, any such
notice being hereby waived by Guarantor, to set-off and appropriate and apply any and all monies and other property of Guarantor, deposits
(general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Buyers of any
Affiliate thereof to or for the credit or the account of Guarantor, or any part thereof in such amounts as the Buyers may elect, on account
of the Obligations and liabilities of Guarantor hereunder and claims of every nature and description of the Buyers against Guarantor,
in any currency, whether arising hereunder, under the MSRVF1 Repurchase Agreement or otherwise, as the Buyers may elect, whether or not
the Buyers have made any demand for payment and although such Obligations and liabilities and claims may be contingent or unmatured.
The Buyers shall notify Guarantor promptly of any such set-off and the application made by the Buyers, provided that the failure
to give such notice shall not affect the validity of such set-off and application. The rights of the Buyers under this paragraph are
in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Buyers may have.


 






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4.           Subrogation.
Notwithstanding any payment or payments made by Guarantor hereunder or any set-off or application of funds of Guarantor by the Buyers,
Guarantor shall not be entitled to be subrogated to any of the rights of the Buyers against Seller or any other guarantor or any collateral
security or guarantee or right of offset held by the Buyers for the payment of the Obligations, nor shall Guarantor seek or be entitled
to seek any contribution or reimbursement from Seller or any other guarantor in respect of payments made by Guarantor hereunder, until
all amounts owing to the Buyers by Seller on account of the Obligations are paid in full and the MSRVF1 Repurchase Agreement is terminated.
If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have
been paid in full, such amounts shall be held by Guarantor for the benefit of the Buyers, segregated from other funds of Guarantor, and
shall, forthwith upon receipt by Guarantor, be turned over to the Buyers in the exact form received by Guarantor (duly indorsed by Guarantor
to the Buyers, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Buyers may determine.


 


5.           Amendments, etc.
with Respect to the Obligations. Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights
against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by the
Buyers may be rescinded by the Buyers, and any of the Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Buyers, and the MSRVF1 Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, pursuant to its terms and as the Buyers may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by the Buyers for the payment of the Obligations may be sold,
exchanged, waived, surrendered or released. The Buyers shall have no obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder
against Guarantor, the Buyers may, but shall be under no obligation to, make a similar demand on Seller and any failure by the Buyers
to make any such demand or to collect any payments from Seller or any release of Seller shall not relieve Guarantor of its obligations
or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyers
against Guarantor. For the purposes hereof “demand” shall include, but is not limited to, the commencement and continuance
of any legal proceedings.


 






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6.           Guaranty
Absolute and Unconditional. (a) Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of
the Obligations and notice of or proof of reliance by a Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived in reliance
upon this Guaranty; and all dealings between Seller or Guarantor, on the one hand, and the Buyers, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be
construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability
of the MSRVF1 Repurchase Agreement, the other Program Agreements, any of the Obligations or any collateral security therefor or guarantee
or right of offset with respect thereto at any time or from time to time held by a Buyer, (ii) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be available to or be asserted by Seller against any Buyer, or
(iii) any other circumstance whatsoever (with or without notice to or knowledge of Seller or Guarantor) which constitutes, or might
be construed to constitute, an equitable or legal discharge of Seller for the Obligations, or of Guarantor under this Guaranty, in bankruptcy
or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, the Buyers may, but shall be under no obligation
to, pursue such rights and remedies that they may have against Seller or any other Person or against any collateral security or guarantee
for the Obligations or any right of offset with respect thereto, and any failure by a Buyer to pursue such other rights or remedies or
to collect any payments from Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise
any such right of offset, or any release of Seller or any such other Person or any such collateral security, guarantee or right of offset,
shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of a Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon Guarantor and their successors and assigns thereof, and shall inure to the benefit
of the Buyers, and successors, indorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this
Guaranty shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the MSRVF1 Repurchase
Agreement Seller may be free from any Obligations.


 


(b)         Without
limiting the generality of the foregoing, Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyers as follows:


 


(i)          Guarantor
hereby waives any defense arising by reason of, and any and all right to assert against a Buyer any claim or defense based upon, an election
of remedies by such Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s (x) subrogation
rights, (y) rights to proceed against Seller or any other guarantor for reimbursement or contribution, and/or (z) any other
rights of Guarantor to proceed against Seller, against any other guarantor, or against any other person or security.


 


(ii)         Guarantor
is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which
bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its own investigation and will continue
to keep itself informed of Seller’s financial condition, the status of other guarantors, if any, of all other circumstances which
bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyers for such information and will not
rely upon the Buyers for any such information. Absent a written request for such information by Guarantor to the Buyers, Guarantor hereby
waives its right, if any, to require a Buyer to disclose to Guarantor any information which such Buyer may now or hereafter acquire concerning
such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor.


 






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(iii)        Guarantor
has independently reviewed the MSRVF1 Repurchase Agreement and related agreements and has made an independent determination as to the
validity and enforceability thereof, and in executing and delivering this Guaranty to the Buyers, Guarantor is not in any manner relying
upon the validity, and/or enforceability, and/or attachment, and/or perfection of any Liens or security interests of any kind or nature
granted by Seller or any other guarantor to the Buyers, now or at any time and from time to time in the future.


 


(iv)        Guarantor
is not required to register as an “investment company” under the Investment Company Act of 1940, as amended from time to
time.


 


(c)         Guarantor
hereby covenants that it shall not merge, consolidate or amalgamate itself in a transaction that involves a majority of ownership interests
in the Guarantor, liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially
all of its assets; provided that Guarantor may merge or consolidate with (i) any wholly owned subsidiary of Guarantor, (ii) any
other Person if Guarantor is the surviving entity, or (iii) with the prior written consent of the Administrative Agent, so long
that, in each case, after giving effect thereto, no Default would exist hereunder.


 


7.           Reinstatement.
This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
of the Obligations is rescinded or must otherwise be restored or returned by the Buyers upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of Seller or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee
or similar officer for, Seller or any substantial part of its property, or otherwise, all as though such payments had not been made.


 


8.           Payments.
Guarantor hereby agrees that the Obligations will be paid to the Buyers without set-off or counterclaim in U.S. Dollars.


 


9.          Event
of Default. If an Event of Default under the MSRVF1 Repurchase Agreement shall have occurred and be continuing, Guarantor agrees
that, as between Guarantor and the Buyers, the Obligations may be declared to be due in accordance with the terms of the MSRVF1 Repurchase
Agreement for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate
any such declaration as against the Seller and that, in the event of any such declaration (or attempted declaration), such Obligations
shall forthwith become due by Guarantor for purposes of this Guaranty.


 


10.         Severability.
Any provision of this Guaranty 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.


 


11.         Headings.
The paragraph headings used in this Guaranty are for convenience of reference only and are not to affect the construction hereof or be
taken into consideration in the interpretation hereof.


 






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12.         No
Waiver; Cumulative Remedies. No Buyer shall by any act (except by a written instrument pursuant to Section 13 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event
of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part
of Buyer, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A
waiver by a Buyer of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such
Buyer would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.


 


13.        Waivers
and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Guaranty may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by Guarantor and the Buyers, provided that any provision of this
Guaranty may be waived by the Buyers in a letter or agreement executed by the Buyers or by facsimile or electronic transmission from
the Buyers to the Guarantor. This Guaranty shall be binding upon the personal representatives, successors and assigns of Guarantor and
shall inure to the benefit of the Buyers and their respective successors and assigns.


 


14.        Notices.
Notices delivered in connection with this Guaranty shall be given in accordance with Section 11.05 of the MSRVF1 Repurchase Agreement.


 


15.         Governing
Law; Jurisdiction; Waivers.


 


(a)        THIS
GUARANTY AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS GUARANTY, THE RELATIONSHIP OF THE
PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


(b)        THE
GUARANTOR SUBMITS ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY, OR FOR RECOGNITION AND ENFORCEMENT
OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN,
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(c)        THE
GUARANTOR CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 






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(d)        THE
GUARANTOR AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED
OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER
ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED IN WRITING, EXCEPT THAT WITH RESPECT TO THE INDENTURE TRUSTEE, CALCULATION
AGENT, PAYING AGENT AND SECURITIES INTERMEDIARY, SERVICE OF PROCESS MAY ONLY BE MADE AS REQUIRED BY APPLICABLE LAW;


 


(e)        THE
GUARANTOR AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND


 


(f)         THE
GUARANTOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


16.          Integration;
Counterparts; Electronic and Facsimile Execution. This Guaranty represents the agreement of Guarantor with respect to the subject
matter hereof and there are no promises or representations by the Buyers relative to the subject matter hereof not reflected herein.
This Guaranty may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument. The words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Guaranty or in any other certificate, agreement or document related to this
transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic
signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract
or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic
records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity, enforceability and admissibility as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Delivery of an executed counterpart of a signature
page to this Guaranty by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of
this Guaranty. Each party to this Guaranty hereby consents to the use of any secure third party electronic signature capture service
providers (including, without limitation, DocuSign), as long as such service providers use system logs and audit trails that establish
a temporal and process link between the presentation of identity documents and the electronic signing, together with identifying information
that can be used to verify the electronic signature and its attribution to the signer’s identity and evidence of the signer’s
agreement to conduct the transaction electronically and of the signer’s execution of each electronic signature.


 






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17.        Third
Party Beneficiaries. Each of the Secured Parties and the Administrative Agent shall be a third party beneficiary of this Guaranty
and shall be entitled to enforce the Guarantor’s Obligations hereunder to the same extent as if it was a signatory hereto.


 


18.        Acknowledgments.
Guarantor hereby acknowledges that:


 


(a)        Guarantor
has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Program Agreements;


 


(b)         no
Buyer has any fiduciary relationship to Guarantor, Guarantor does not have any fiduciary relationship to the Buyers and the relationship
between the Buyers and Guarantor is solely that of surety and creditor;


 


(c)           no
joint venture exists between the Buyers and Guarantor or among the Buyers, Seller and Guarantor;


 


(d)          this
Guaranty is “a security agreement or arrangement or other credit enhancement” that is “related to” and provided
 “in connection with” the PC Repurchase Agreement and each Transaction thereunder and is within the meaning of Sections 101(38A)(A) and
741(7)(A)(xi) of the Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy
Code”) and is, therefore to the extent of damages in connection with the PC Repurchase Agreement, measured in accordance with
Section 562 of the Bankruptcy Code (i) a “securities contract” as that term is defined in Section 741(7)(A)(xi) of
the Bankruptcy Code and (ii) a “master netting agreement” as that term is defined in Section 101(38A) of the Bankruptcy
Code; and


 


(e)          the
Buyers’ right to cause the termination, liquidation or acceleration of, or to offset or net termination values, payment amounts
or other transfer obligations arising under or in connection with the PC Repurchase Agreement and this Guaranty is in each case a contractual
right to cause the termination, liquidation or acceleration of, or to offset or net termination values, payment amounts or other transfer
obligations arising under or in connection with this Guaranty as described in Sections 362(b)(6), 362(b)(27), 555 and/or 561 of the Bankruptcy
Code.


 


19.          Events
of Default. Each of the following events or circumstances shall constitute an “Event of Default” under this Guaranty:


 


(a)          For
any reason, this Guaranty at any time shall not be in full force and effect in all material respects or shall not be enforceable in all
material respects in accordance with its terms, or Guarantor or any Affiliate of Guarantor shall seek to disaffirm, terminate, limit
or reduce its obligations hereunder.


 






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(b)        A
material breach by Guarantor of the representation or warranty in Section 6(b)(iv), if not cured within thirty (30) days
following the occurrence of such breach.


 


(c)         Breach
of the covenants in Section 6(c).


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the undersigned
has caused this Guaranty to be duly executed and delivered as of the date first above written.


 





	 	PRIVATE
    NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
    as Guarantor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer


 


[Signature page follows]


 


Signature Page to VFN Repo Guaranty


PFSI ISSUER TRUST – FMSR


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has caused
this Guaranty to be duly executed and delivered as of the date first above written.


 








	 	PRIVATE
    NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
    as Guarantor
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer


 


Signature Page to VFN Repo Guaranty


PFSI ISSUER TRUST – FMSR