GUARANTY AGREEMENT
Exhibit
99.5
As
an
inducement to Xxxxxxx Xxxxx Mortgage Company to purchase certain mortgage loans
pursuant to the Amended and Restated Master Mortgage Loan Purchase Agreement,
dated as of November 1, 2005, as amended by that certain Amendment No. 1 dated
July 23, 2007, by and between GreenPoint Mortgage Funding, Inc. (“GreenPoint”)
and Xxxxxxx Sachs Mortgage Company (the “Purchase Agreement”), Capital One,
National Association (“CONA”), the indirect parent of GreenPoint, hereby
unconditionally and absolutely guarantees to Xxxxxxx Xxxxx Mortgage Company,
its
successors and assigns the prompt and unconditional payment of all sums due
or
to become due by GreenPoint under Section 3.01, Section 3.02 and Section 3.03
of
the Purchase Agreement, as amended and supplemented by the trade confirmations
and the purchase confirmations entered into from time to time between the
parties, including but not limited to any repurchase and indemnification
obligations of GreenPoint, with respect to mortgage loans that GreenPoint is
selling or has sold to Xxxxxxx Sachs Mortgage Company on or after December
1,
2006 (the “Guaranteed Obligations”).
In
case
of the failure of GreenPoint punctually to make any payment of any Guaranteed
Obligation, CONA hereby agrees to make such payment, or cause such payment
to be
made, promptly upon demand made by Xxxxxxx Xxxxx Mortgage Company to CONA.
This
Guaranty Agreement shall remain in full force and effect or shall be reinstated
(as the case may be) if at any time any payment guaranteed hereunder, in whole
or in part, is rescinded or must otherwise be returned by Xxxxxxx Sachs Mortgage
Company upon the insolvency, bankruptcy or reorganization of GreenPoint or
otherwise, all as though such payment had not been made.
CONA
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Purchase
Agreement, the absence of any action to enforce the same, any waiver or consent
by Xxxxxxx Xxxxx Mortgage Company concerning any provisions thereof, the
rendering of any judgment against GreenPoint or any action to enforce the same,
or any other circumstances that might otherwise constitute a legal or equitable
discharge of a guarantor or a defense of a guarantor. This guaranty shall
survive termination of the Purchase Agreement and will not be discharged except
by complete payment of the amounts payable under the Purchase Agreement. This
Guaranty Agreement shall continue to be effective if GreenPoint merges or
consolidates with or into another entity, loses its separate legal identity
or
ceases to exist.
CONA
hereby waives diligence, presentment, protest, notice of protest, acceleration,
and dishonor, filing of claims with a court in the event of insolvency or
bankruptcy of GreenPoint, all demands whatsoever, except as noted in the first
paragraph hereof, and any right to require a proceeding first against
GreenPoint.
This
Guaranty Agreement shall be governed by, and construed in accordance with,
the
laws of the State of New York.
[THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties have caused this Guaranty Agreement to be executed
by their respective officers thereunto duly authorized as of August __,
2007.
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CAPITAL
ONE, NATIONAL ASSOCIATION
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By:
/s/ Xxxxxxx
Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title:
Executive Vice
President
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XXXXXXX
SACHS MORTGAGE CORPORATION
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By:
/s/ Xxxxxxxx
Xxxx
Name:
Xxxxxxxx
Xxxx
Title:
Vice
President
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