ex10-3.htm


    Exhibit 10.3

      GUARANTY

       

      THIS
GUARANTY AGREEMENT, dated as of February 28, 2008, (as amended, supplemented and
otherwise modified from time to time, this “Guaranty”), is made
by PHH CORPORATION (together with its successors and permitted assigns, the
“Guarantor”)
for the benefit of CITIGROUP GLOBAL MARKETS REALTY, CORP. (“Buyer”, which term
shall include Buyer’s successors and assigns and any buyer for whom Buyer acts
as Agent pursuant to the Master Repurchase Agreement).

       

      RECITALS

       

      A.           Pursuant
to the Master Repurchase Agreement, dated as of  February 28, 2008 (as
amended, supplemented or otherwise modified from time to time, the “Master Repurchase
Agreement”), among PHH Mortgage Corporation (the “Seller”), Guarantor
and Buyer, Buyer has agreed to purchase certain loans and related assets (as
more particularly defined in the Master Repurchase Agreement, the “Loans”) from Seller
and Seller has agreed to repurchase such Loans upon the terms and subject to the
conditions set forth therein.

       

      B.           As
of the date hereof, Guarantor will derive a substantial direct and indirect
benefit from Buyer’s purchase and sale of Loans from and to Seller pursuant to
the Master Repurchase Agreement.  To induce Buyer to enter into the
Master Repurchase Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Guarantor has agreed
to provide the guaranty set forth herein (subject to certain
limitations).

       

      C.           It
is a condition precedent to the obligation of Buyer to purchase the Loans from
Seller under the Master Repurchase Agreement that Guarantor shall have executed
and delivered this Guaranty to Buyer.

       

      D.           Buyer
has executed the Master Repurchase Agreement and the other Program Documents in
reliance on this Guaranty.

       

      NOW,
THEREFORE, for good and valuable consideration, receipt of which by the parties
hereto is hereby acknowledged, the parties hereto hereby agree as
follows:

       

      1.           Defined
Terms.

       

      (a)           Unless
otherwise defined herein, terms defined in the Master Repurchase Agreement and
used herein shall have the meanings given to them in the Master Repurchase
Agreement.

       

      “Change of Control”
shall mean (i) the acquisition by any Person or group (within the meaning of the
Securities Exchange Act of 1934, as amended, and
the rules of the Securities and Exchange
Commission thereunder as in effect on the
Effective Date), directly or indirectly, beneficially or of record, of ownership
or control of in excess of 50% of the voting common stock of the
Guarantor on a fully diluted basis at any
time or (ii) if at any time, individuals who, at
the Effective Date, constituted the Board of Directors of the Guarantor
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Seller, as the case may
be, was approved by a vote of the majority of the directors then still in office
who were either directors at the Effective Date or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Seller then in
office.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Consolidated Net
Income” shall mean, for any period for which such amount is being
determined, the net income (loss) of the Guarantor and its Consolidated
Subsidiaries during such period determined on a consolidated basis for such
period taken as a single accounting period in accordance with GAAP, provided that there
shall be excluded (i) income (or loss) of any Person (other than a Consolidated
Subsidiary) in which the Guarantor or any of its Consolidated Subsidiaries has
an equity investment or comparable interest, except to the extent of the amount
of dividends or other distributions actually paid to the Guarantor or its
Consolidated Subsidiaries by such Person during such period, (ii) the income (or
loss) of any Person accrued prior to the date it becomes a Consolidated
Subsidiary or is merged into or consolidated with the Guarantor or any of its
Consolidated Subsidiaries or the Person’s assets are acquired by the Guarantor
or any of its Consolidated Subsidiaries, (iii) the income of any Consolidated
Subsidiary to the extent that the declaration or payment of dividends or similar
distributions by that Consolidated Subsidiary of the income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Consolidated Subsidiary, (iv) any extraordinary after-tax gains and (v) any
extraordinary pretax losses but only to the extent attributable to a write-down
of financing costs relating to any existing and future
indebtedness.

       

      “Consolidated Net
Worth” shall mean, at any date of determination, all amounts which would
be included on a balance sheet of the Guarantor and its Consolidated
Subsidiaries under stockholders’ equity as of such date in accordance with
GAAP.

       

      “Consolidated
Subsidiaries” shall mean all Subsidiaries of the Guarantor that are
required to be consolidated with the Guarantor for financial reporting purposes
in accordance with GAAP.

       

      “Expiration Date”
shall have the meaning set forth in Section 2(c) herein.

       

      “Liquidity” shall mean
with respect to Guarantor (and its Consolidated subsidiaries),, as of any date
of determination, the sum of all unrestricted cash owned by such entities, the
undrawn portion of all committed credit facilities under which such entity is
the borrower, and the outstanding principal balance of all unencumbered Loans
owned by such entity.

       

      “Material Subsidiary”
shall mean any Subsidiary of the Guarantor which together with its Subsidiaries
at the time of determination had assets constituting 10% or more of consolidated
assets, accounts for 10% or more of Tangible Net Worth, or accounts for 10% or
more of the revenues of the Guarantor and its consolidated Subsidiaries for the
such fiscal quarter and the three immediately preceding fiscal quarters
considered as a single accounting period  immediately preceding the
date of determination.

       

       “Obligations” shall
mean the obligations and liabilities of Seller to Buyer, including, without
limitation, the obligations 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 Master Repurchase Agreement, any
other Program Document or any other document made, delivered or given in
connection therewith or herewith, whether on account of covenants, Repurchase
Prices, Price Differentials, reimbursement obligations, fees, indemnities,
costs, expenses (including, without limitation, all fees and disbursements of
counsel to Buyer that are required to be paid by Seller pursuant to the terms of
the Master Repurchase Agreement) or otherwise.

       

       “Revolving Credit
Agreement” shall mean that certain Amended and Restated Competitive
Advance and Revolving Credit Agreement dated January 6, 2006 among the
Guarantor, as Borrower, PHH Vehicle Management Services, Inc., as Canadian
Subsidiary Borrower, Citicorp USA, Inc., as Syndication Agent, The Bank of Nova
Scotia and Wachovia Bank, National Association as Co-Documentation
Agents,  JPMorgan Chase Bank, N.A., as Administrative Agent and the
Lenders referred to therein, and all amendments, modifications and supplements
thereto or restatements thereof as may be in effect as of any date of
determination.

       

      
        
          
          

        

        
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      “Subsidiary” shall
mean, with respect to any Person, any corporation, association, joint venture,
partnership or other business entity (whether now existing or hereafter
organized) of which at least a majority of the voting stock or other ownership
interests having ordinary voting power for the election of directors (or the
equivalent) is, at the time of which any determination is being made, owned or
controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Guaranty shall refer to a Subsidiary or Subsidiaries of the
Guarantor.

       

      (b)           The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Guaranty shall refer to this Guaranty as a whole and not to any
particular provision of this Guaranty, and section and paragraph references are
to this Guaranty unless otherwise specified.

       

      (c)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

       

      2.           Guaranty.

       

      (a)           Guarantor
hereby, unconditionally and irrevocably, guarantees to Buyer and its successors,
indorsees, transferees and assigns 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
reasonable fees and disbursements of counsel) which may be paid or incurred by
Buyer in enforcing 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 unless, and to the extent, Guarantor is the
prevailing party in any dispute, claim or action relating
thereto.  This Guaranty shall remain in full force and effect until
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, Guarantor, any other guarantor or any other
Person or received or collected by Buyer from Seller, Guarantor, any other
guarantor 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.  Guarantor shall remain liable for the Obligations until
the Obligations are satisfied and paid in full and the Master Repurchase
Agreement and the other Program Documents are terminated (such date, the “Expiration Date”),
notwithstanding any payment or payments referred to in the foregoing sentence
other than payments made by Guarantor in respect of the Obligations or payments
received or collected from Guarantor in respect of the Obligations.

       

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

       

      
        
          
          

        

        
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      3.           Representations
and Warranties of Guarantor.  Guarantor hereby
represents and warrants that throughout the term of the Program
Documents:

       

      (a)           Existence.  Guarantor
(a) is a corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation, (b) has all requisite corporate or
other power, and has all governmental licenses, authorizations, consents and
approvals, necessary to own its assets and carry on its business as now being or
as proposed to be conducted, except where the lack of such licenses,
authorizations, consents and approvals would not be reasonably likely to have a
Material Adverse Effect, (c) is qualified to do business and is in good standing
in all other jurisdictions in which the nature of the business conducted by it
makes such qualification necessary, except where failure so to qualify would not
be reasonably likely (either individually or in the aggregate) to have a
Material Adverse Effect, and (d) is in compliance in all material respects with
all Requirements of Law.

       

      (b)           Financial
Condition.  Guarantor has heretofore furnished to Buyer a copy
of its (1) consolidated balance sheet for the fiscal year ended as of December
31, 2006 and the related consolidated statements of income and retained earnings
and of cash flows for the fiscal year then ended, setting forth in each case in
comparative form the figures for the previous year, with the opinion thereon of
a nationally recognized public accounting firm and (2) unaudited consolidated
balance sheet for the quarterly fiscal period(s) ended March 31, 2007, June 30,
2007 and September 30, 2007 and the related unaudited consolidated statements of
income and retained earnings and Guarantor’s cash flows for such quarterly
fiscal period(s), setting forth in each case in comparative form the figures for
the previous year.  All such financial statements are complete and
correct in all material respects and fairly present the consolidated financial
condition of Guarantor and its Consolidated Subsidiaries and the consolidated
results of its operations for the relevant time period, all in accordance with
GAAP applied on a consistent basis.  Since December 31, 2006 there has
been no development or event nor any prospective development or event which has
had or should reasonably be expected to have a Material Adverse
Effect.

       

      (c)           Legal
Proceeding.  There are no actions, suits, arbitrations,
investigations or proceedings pending or, to its knowledge, threatened against
the Guarantor or any of its Subsidiaries or Affiliates or affecting any of the
property thereof before any Governmental Authority, (i) as to which individually
or in the aggregate there is a reasonable likelihood of an adverse decision
which would be reasonably likely to have a Material Adverse Effect or (ii) which
questions the validity or enforceability of any of the Program Documents or any
action to be taken in connection with the transactions contemplated thereby and
there is a reasonable likelihood of a Material Adverse Effect or adverse
decision.

       

      (d)           Noncontravention. The
execution and delivery by the Guarantor of this Guaranty and the other Program
Documents to which it is a party does not:

       

      1.           conflict
with, breach or violate any provision of the organizational documents or
material agreements of the Guarantor or any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award currently in effect having
applicability to the Guarantor or its properties;

       

      2.           constitute
a material default by the Guarantor under any loan or repurchase agreement,
mortgage, indenture or other agreement or instrument to which the Guarantor is a
party or by which it or any of its properties is or may be bound or affected;
or

       

      3.           result
in or require the creation of any lien upon or in respect of any of the assets
of the Guarantor except the liens granted to Buyer by the Guarantor under the
Program Documents, if any.

       

      
        
          
          

        

        
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      (e)           Corporate Existence and
Power. The
Guarantor and its Subsidiaries have been duly organized and are validly existing
in good standing under the laws of their respective jurisdictions of
incorporation and are in good standing or have applied for authority to operate
as a foreign corporation in all jurisdictions where the nature of their
properties or business so requires it and where a failure to be in good standing
as a foreign corporation would have a Material Adverse Effect.  The
Guarantor has the corporate power to execute, deliver and perform its
obligations under this Guaranty and the other Program Documents and other
documents contemplated hereby.

       

      (f)           Corporate Authority and No
Violation. The execution, delivery and performance of this Guaranty and
the other Program Documents (a) have been duly authorized by all necessary
corporate action on the part of the Guarantor, (b) will not violate any
provision of any applicable law applicable to the Guarantor or any of its
Subsidiaries or any of their respective properties or assets, (c) will not
violate any provision of the certificate of incorporation or by-laws of the
Guarantor or any of its Subsidiaries, or any material contractual obligation of
the Guarantor or any of its Subsidiaries, (d) will not be in conflict with,
result in a breach of, or constitute (with due notice or lapse of time or both)
a default under, any material indenture, agreement, bond, note or instrument and
(e) will not result in the creation or imposition of any lien upon any property
or assets of the Guarantor or any of its Subsidiaries other than pursuant to
this Guaranty or any other Program Document.

       

      (g)           Taxes.  The
Guarantor has filed all federal and state tax returns which are required to be
filed and paid all taxes, including any assessments received by it, to the
extent that such taxes have become due (other than for taxes that are being
contested in good faith or for which it has established adequate
reserves).  Any taxes, fees and other governmental charges payable by
the Guarantor  in connection with the execution and delivery of this
Guaranty and each other Program Document to which the Guarantor is a party have
been paid except to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

       

      (h)           Investment Company Act
Compliance.  None of the Guarantor or any of its Subsidiaries
is not, and will not during the term of the Master Repurchase Agreement be (a)
an “investment company” or is required to be registered as an “investment
company” as defined under the Investment Company Act nor as an entity under the
control of an “investment company” as defined under the Investment Company Act
or (b) a “holding company” as defined in, or subject to regulations under, the
Public Utility Holding Company Act of 1935, as amended.

       

      (i)           No Legal
Bar.  The execution, delivery and performance of this Guaranty,
the other Program Documents and the use of the proceeds thereof will not violate
any Requirement of Law or Contractual Obligation of Guarantor or of any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien (other than the Liens created under the Master Repurchase Agreement) on
any of its properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation.

       

      (j)           Compliance With Law,
Etc. No practice, procedure or policy employed or proposed to be employed
by the Guarantor in the conduct of its businesses violates any law, regulation,
judgment, agreement, regulatory consent, order or decree applicable to it which,
if enforced, may reasonably result in either a Material Adverse Change or a
Material Adverse Effect with respect to the Guarantor.

       

      
        
          
          

        

        
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      (k)           No
Default.  The Guarantor and its Subsidiaries are not in default
under or with respect to any of its Contractual Obligations in any respect which
should reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

       

      (l)           Chief Executive Office;
Chief Operating Office.  Guarantor’s chief executive office and
chief operating office are located at 3000 Leadenhall Road Mount Laurel, New
Jersey 08054.

       

      (m)         True and Complete
Disclosure.  The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of Guarantor or any
of its Subsidiaries to Buyer in connection with the negotiation, preparation or
delivery of this Guaranty and the other Program Documents or included herein or
therein or delivered pursuant hereto or thereto, when taken as a whole, do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading. All written
information furnished after the date hereof by or on behalf of the Guarantor or
any of its Subsidiaries to Buyer in connection with this Guaranty and the other
Program Documents and the transactions contemplated thereby will be true,
complete and accurate in every material respect, or (in the case of projections)
based on reasonable estimates, on the date as of which such information is
stated or certified. There is no fact known to a Responsible Officer that, after
due inquiry, could reasonably be expected to have a Material Adverse Effect or
cause a Material Adverse Change, that has not been disclosed herein, in the
other Program Documents or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to Buyer for use in connection with
the transactions contemplated hereby or thereby.

       

      (n)           Liquidity.  Guarantor
and its Consolidated Subsidiaries have Liquidity in an amount equal to at least
$200,000,000.

       

      (o)           Ratio of Indebtedness to
Tangible Net Worth. Guarantor and its Consolidated Subsidiaries have a
ratio of Indebtedness to Tangible Net Worth that does not exceed 10.0 to
1.0.

       

      (p)           Consolidated Net
Worth.  Guarantor and its Consolidated Subsidiaries have a
Consolidated Net Worth on the last day of the fiscal quarter ending on December
31, 2004 of no less than the sum of (i) $1,000,000,000 plus (ii) 25% of
Consolidated Net Income, if positive for each fiscal quarter ended after
December 31, 2004.

       

      (q)           No Burdensome
Restrictions.  No Requirement of Law or Contractual Obligation
of each of the Guarantor or any of its Subsidiaries has a Material Adverse
Effect.

       

      (r)           Solvency.  The
Guarantor does not intend to incur, nor does it believe that it has incurred,
debts beyond its ability to pay such debts as they mature.  The
Guarantor is not contemplating the commencement of insolvency, bankruptcy,
liquidation or consolidation proceedings or the appointment of a receiver,
liquidator, conservator, trustee or similar official in respect of the Guarantor
or any of its assets.

       

      (s)           Valid and Binding
Obligations.  Each of the Program Documents to which the
Guarantor is a party, when executed and delivered by the Guarantor will
constitute the legal, valid and binding obligations of the Guarantor enforceable
against the Guarantor in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
general equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or at law).

       

      
        
          
          

        

        
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      (t)           No
Consents.  No consent, license, approval or authorization from,
or registration, filing or declaration with, any regulatory body, administrative
agency, or other governmental, instrumentality, nor any consent, approval,
waiver or notification of any creditor, lessor or other non-governmental person, is required in connection with the execution,
delivery and performance by the Guarantor of this Guaranty or the consummation
by the Guarantor of any other Program Document, other than any that have
heretofore been obtained, given or made or would otherwise not result in a
Material Adverse Effect if not so obtained, given or made.

       

      4.           Covenants
of Guarantor.  Guarantor hereby
covenants and agrees with Buyer that during the term of the Program
Documents:

       

      (a)           Financial Statements and
Other Information; Financial Covenants.

       

      (i)           The
Guarantor shall keep or cause to be kept in reasonable detail books and records
setting forth an account of its assets and business.  The Guarantor
shall furnish or cause to be furnished to Buyer the following:

       

      Guarantor
shall deliver to Buyer:

       

      1.           As
soon as available and in any event within sixty (60) days after the end of each
of the first three quarterly fiscal periods of each fiscal year of Guarantor, a
certification in the form of Exhibit A hereto together with the consolidated
balance sheets of Guarantor and its Consolidated Subsidiaries as at the end of
such period and the related unaudited consolidated statements of income and
retained earnings and of cash flows for Guarantor and its Consolidated
Subsidiaries for such period and the portion of the fiscal year through the end
of such period, setting forth in each case in comparative form the figures for
the previous year, accompanied by a certificate of a Responsible Officer of
Guarantor, which certificate shall state that said consolidated financial
statements fairly present the consolidated financial condition and results of
operations of Guarantor and its Consolidated Subsidiaries in accordance with
GAAP, consistently applied, as at the end of, and for, such period (subject to
normal year-end adjustments);

       

      2.           As
soon as available and in any event within one hundred (100) days after the end
of each fiscal year of Guarantor and its Consolidated Subsidiaries, a
certification in the form of Exhibit A hereto together with the consolidated
balance sheets of Guarantor and its Consolidated Subsidiaries as at the end of
such fiscal year and the related consolidated statements of income and retained
earnings and of cash flows for Guarantor for such year, setting forth in each
case in comparative form the figures for the previous year, accompanied by an
opinion thereon of independent certified public accountants of recognized
national standing, which opinion shall not be qualified as to scope of audit or
going concern and shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of
Guarantor at the end of, and for, such fiscal year in accordance with GAAP;
and

       

      3.           From
time to time such other information regarding the financial condition,
operations, or business of Guarantor as Buyer may reasonably
request.

       

      (b)           Litigation.  Guarantor
will promptly, and in any event within three (3) Business Days after service of
process on any of the following, give to Buyer notice of all legal or arbitrable
proceedings affecting it or any of its Subsidiaries that questions or challenges
the validity or enforceability of any of the Program Documents or as to which an
adverse determination may reasonably result in a Material Adverse
Effect.

       

      
        
          
          

        

        
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      (c)           Existence,
Etc.  The Guarantor and its Subsidiaries will:

       

      1.           preserve
and maintain its legal existence and all of its material rights, privileges,
licenses and franchises;

       

      2.           comply
with the requirements of all applicable laws, rules, regulations and orders of
Governmental Authorities (including, without limitation, truth in lending, real
estate settlement procedures and all environmental laws) if failure to comply
with such requirements would be reasonably likely (either individually or in the
aggregate) to have a Material Adverse Effect;

       

      3.           keep
adequate records and books of account, in which complete entries will be made in
accordance with GAAP consistently applied;

       

      4.           not
move its chief executive office or chief operating office from the respective
addresses unless it shall have provided Buyer 30 days prior written notice of
such change;

       

      (d)           Prohibition of Fundamental
Changes.   Guarantor shall at any time, directly or
indirectly form or enter into any partnership, joint venture, syndicate or other
combination which may reasonably have a Material Adverse Effect with respect to
it.

       

      (e)           Notice of Material
Events. The Guarantor shall promptly inform Buyer in writing of any of
the following:

       

      1.           upon
it becoming aware of, and in any event within one (1) Business Day after the
occurrence of any Default, Event of Default, Event of Termination or any event
of default or default under any Program Document or other material agreement of
Guarantor;

       

      2.           any
entry of a final non-appealable judgment or decree against Guarantor or any of
its material Subsidiaries in excess of $5,000,000;

       

      3.           any
material dispute, licensing issue, litigation, investigation, proceeding or
suspension between the Guarantor, on the one hand, and any Governmental
Authority or any other Person, on the other hand;

       

      4.           any
material change in accounting policies or financial reporting practices of the
Guarantor, other than changes in accounting policies resulting from the
application of new or amended GAAP; and

       

      5.           any
event, circumstance or condition that has resulted, or has a reasonable
likelihood of resulting in a Material Adverse Effect with respect to the
Guarantor.

       

      (f)           Nature of
Business.  The Guarantor shall not make any material change in
the nature of its business as carried on at the date hereof.

       

      
        
          
          

        

        
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      (g)          Transactions with
Affiliates.  Guarantor will not enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate unless such transaction is
(i) otherwise permitted under this Guaranty, (ii) in the ordinary course of
Guarantor’s business and (iii) upon fair and reasonable terms no less favorable
to Guarantor than it would obtain in a comparable arm’s length transaction with
a Person which is not an Affiliate.

       

      (h)          Consolidation,
Merger.  Neither the Guarantor nor any of its Material
Subsidiaries (in one transaction or series of transactions) will wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or
consolidation, except any merger, consolidation, dissolution or liquidation (i)
in which the Guarantor is the surviving entity or if the Guarantor is not a
party to such transaction then a Material Subsidiary is the surviving entity,
(ii) in which the surviving entity becomes a Material Subsidiary of the
Guarantor immediately upon the effectiveness of such merger, consolidation,
dissolution or liquidation or (iii) in connection with a transaction permitted
by this Section; provided that immediately prior to giving effect to such
transaction, no Default or Event of Default has occurred or is
continuing.

       

      (i)           Limitation on Sale of
Assets.  Guarantor shall not convey, sell, lease, assign,
transfer or otherwise dispose of (collectively, “Transfer”), all or
substantially all of its Property, business or assets (including, without
limitation, receivables and leasehold interests) whether now owned or hereafter
acquired or allow any Subsidiary to Transfer substantially all of its assets to
any Person, unless such Transfer is in the ordinary course of business of the
Guarantor or any of its Subsidiaries.

       

      (j)           [Reserved].

       

      (k)          Maintenance of
Liquidity.  Guarantor and its Consolidated Subsidiaries shall
insure that at all times it has Liquidity in an amount equal to at least
$200,000,000.

       

      (l)           Consolidated Net
Worth.  Guarantor and its Consolidated Subsidiaries shall not
permit its Consolidated Net Worth on the last day of any fiscal quarter to be
less than the sum of (i) $1,000,000,000 plus (ii) 25% of Consolidated Net
Income, if positive, for each fiscal quarter ended after December 31,
2004.

       

      (m)          Ratio of Indebtedness to
Tangible Net Worth. Guarantor and its Consolidated Subsidiaries shall not
permit, at any time, their ratio of Indebtedness to Tangible Net Worth to exceed
10.0 to 1.0.

       

      (n)           [Reserved].

       

      (o)           Maintenance of
Licenses. The Guarantor shall maintain all licenses, permits or other
approvals necessary for the Guarantor to conduct its business and to perform its
obligations under this Guaranty and each other Program Document to which it is a
party and the Guarantor shall conduct its business in accordance with applicable
law; except to the extent that failure to comply with the provisions of this
clause (c) could not be reasonably expected to have a Material Adverse
Effect.

       

      (p)           Taxes,
Etc.  The Guarantor shall duly pay and discharge, or cause to
be paid and discharged, before the same shall become delinquent, all federal,
state or local taxes, assessments, levies and other governmental charges,
imposed upon the Guarantor or any of its Subsidiaries or their respective
properties, sales and activities, or any part thereof, or upon the income or
profits therefrom, as well as all claims for labor, materials, or supplies which
if unpaid could reasonably be expected to result in a Material Adverse Effect;
provided that
any such tax, assessment, charge, levy or claim need not be paid if the validity
or amount thereof shall currently be contested in good faith by appropriate
proceedings and if the Guarantor shall have set aside on its books reserves (the
presentation of which is segregated to the extent required by GAAP) adequate
with respect thereto if reserves shall be deemed necessary by the Guarantor in
accordance with GAAP; and provided, further, that the
Guarantor will pay all such taxes, assessments, levies or other governmental
charges forthwith upon the commencement of proceedings to foreclose any lien
which may have attached as security therefor (unless the same is fully bonded or
otherwise effectively stayed).

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (q)           Change of Fiscal
Year.  Guarantor will not at any time, directly or indirectly,
except upon ninety (90) days’ prior written notice to Buyer, change the date on
which its fiscal year begins from its current fiscal year beginning
date.

       

      (r)           Most-Favored Status.
If any covenant in the Revolving Credit Agreement that is comparable to a
covenant set forth in Section 4, is amended or modified in such a way that is
more restrictive in respect of Guarantor (as the borrower thereunder), such
amendment or modification shall, with no further action of Guarantor or Buyer,
automatically become a part of this Guaranty and be incorporated into such
comparable covenant set forth herein.

       

      5.           Right of
Set-off.  Upon the
occurrence of any Event of Default and failure by Guarantor to timely perform
any of its obligations hereunder, Guarantor hereby irrevocably authorizes Buyer
or any of its Affiliates at any time and from time to time without notice to
Guarantor, any such notice being expressly waived by Guarantor, to set-off and
appropriate and apply any and all 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 Buyer or any of
its Affiliates to or for the credit or the account of Guarantor, or any part
thereof in such amounts as Buyer may elect, against and on account of the
obligations and liabilities of Guarantor to Buyer hereunder and claims of every
nature and description of Buyer or any of its Affiliates against Guarantor, in
any currency, whether arising hereunder, under the Master Repurchase Agreement,
or under any other Program Document, as Buyer may elect, whether or not Buyer
has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured.  Buyer shall notify Guarantor
promptly of any such set-off and the application made by Buyer; provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of Buyer and its Affiliates under this Section are in addition to
other rights and remedies (including without limitation, other rights of
set-off) which Buyer and its Affiliates may have under this Guaranty, the Master
Repurchase Agreement or any other Program Document.

       

      6.           No
Subrogation.
Notwithstanding any payment or payments made by Guarantor hereunder or
any set-off or application of funds of Guarantor by Buyer or any of its
Affiliates, Guarantor shall not be entitled to be subrogated to any of the
rights of Buyer against Seller or any other guarantor or any collateral security
or guarantee or right of offset held by Buyer 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 Buyer by Seller on account of
the Obligations are paid and satisfied in full and the Master Repurchase
Agreement and the other Program documents have been 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 and satisfied in
full, such amount shall be held by Guarantor in trust for Buyer, segregated from
other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be
turned over to Buyer in the exact form received by Guarantor (duly indorsed by
Guarantor to Buyer, if required), to be applied against the Obligations, whether
matured or unmatured, in such order as Buyer may determine.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      7.           Event of
Default. Each of the following shall constitute an Event of Default
hereunder:

       

      (a)           the
Guarantor shall default in the payment of any amount required to be paid by it
under this Guaranty; or

       

      (b)           any
representation, warranty or certification made or deemed made herein or in any
other Program  Document by the Guarantor or any certificate furnished
by the Guarantor to Buyer pursuant to the provisions thereof, shall prove to
have been false or misleading in any material respect as of the time made or
furnished; or

       

      (c)           the
Guarantor shall fail to comply with Sections 4(c)(1), 4(d), 4(e)(1), 4(e)(5),
4(h) through 4(l) of this Guaranty, and such default shall continue unremedied
for a period of one (1) Business Day after the earlier of discovery of such
failure by or notice of such failure to Guarantor; or

       

      (d)           except
as otherwise set forth in this Section 7, the Guarantor shall fail to observe or
perform any other covenant, provision or agreement contained in this Guaranty or
in any other Program Document, and such failure to observe or perform shall
continue unremedied for a period of five (5) Business Days after the earlier of
discovery of such failure by or notice of such failure to Guarantor;
or

       

      (e)           a
final judgment or judgments for the payment of money in excess of $25,000,000 in
the aggregate (to the extent that it is, in the reasonable determination of
Buyer, uninsured and provided that any insurance or other credit posted in
connection with an appeal shall not be deemed insurance for these purposes)
shall be rendered against the Guarantor or any of its Subsidiaries by one or
more courts, administrative tribunals or other bodies having jurisdiction over
them and the same shall not be discharged (or provision shall not be made for
such discharge) or bonded, or a stay of execution thereof shall not be procured,
within sixty (30) days from the date of entry thereof and the Guarantor or any
such Subsidiary shall not, within said period of sixty (30) days, or such longer
period during which execution of the same shall have been stayed or bonded,
appeal therefrom and cause the execution thereof to be stayed during such
appeal; or

       

      (f)           the
Guarantor shall admit in writing its inability to pays its debts as such debts
become due; or

       

      (g)           (i)
a custodian, receiver, conservator, liquidator, trustee, sequestrator or similar
official for Guarantor or any of its material Affiliates or Material
Subsidiaries, or of any of Guarantor’s or its material Affiliate’s or Material
Subsidiaries’ Property (as a debtor or creditor protection procedure), is
appointed or takes possession of such Property; or (ii) Guarantor or any of its
material Affiliates or Material Subsidiaries generally fails to pay Guarantor’s
or its material Affiliates’ or Material Subsidiaries’ debts as they become due;
or (iii) Guarantor or any of its material Affiliates or Material Subsidiaries is
adjudicated bankrupt or insolvent; or an order for relief is entered under the
Bankruptcy Code, or any successor or similar applicable statute, or any
administrative insolvency scheme, against Seller or any of its material
Affiliates or Material Subsidiaries; or (iv) any of Guarantor’s or any of its
material Affiliates’ or Material Subsidiaries Property is sequestered by court
or administrative order; or (v) a petition is filed against Guarantor or any of
its material Affiliates or Material Subsidiaries under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution,
moratorium, delinquency or liquidation law of any jurisdiction, whether now or
subsequently in effect; or

       

      (h)           Guarantor
or any of its material Affiliates or Subsidiaries files a voluntary petition in
bankruptcy, seeks relief under any provision of any bankruptcy, reorganization,
moratorium, delinquency, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction whether now or subsequently
in effect; or consents to the filing of any petition against it under any such
law; or consents to the appointment of or taking possession by a custodian,
receiver, conservator, trustee, liquidator, sequestrator or similar official for
Guarantor or any of its material Affiliates or Subsidiaries, or of all or any
part of Guarantor’s or its material  Affiliates’ or Subsidiaries’
Property; or makes an assignment for the benefit of Guarantor or its material
Affiliates’ or Subsidiaries’ creditors; or

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (i)           any
Governmental Authority or any person, agency or entity acting or purporting to
act under governmental authority shall have taken any action to condemn, seize
or appropriate, or to assume custody or control of, all or any substantial part
of the Property of Guarantor or any of its Affiliates, or shall have taken any
action to displace the management of Guarantor or any of its Affiliates or to
curtail its authority in the conduct of the business of Guarantor or any of its
Affiliates, or takes any action in the nature of enforcement to remove, limit or
restrict the approval of Guarantor or any of its Affiliates as an issuer, buyer
or a seller/servicer of Loans or securities backed thereby; or

       

      (j)           any
Change of Control of Guarantor shall have occurred without the prior consent of
Buyer; or

       

      (k)          Guarantor
or any Subsidiary or Affiliate of Guarantor shall experience an “Event of
Default” as defined under any instrument, agreement or contract between
Guarantor or such other entity, on the one hand, and Buyer or any of Buyer’s
Affiliates on the other; or Guarantor or any Subsidiary or Affiliate of
Guarantor shall experience an “Event of Default” as defined under the terms of
any repurchase agreement, loan and security agreement or similar credit facility
or agreement for Indebtedness entered into by Guarantor, Seller or such other
entity and any third party in an amount individually or in the aggregate greater
than $25,000,000, which default or failure entitles any party to require
acceleration or prepayment of such Indebtedness thereunder; or

       

      (l)           any
other event shall occur with respect to the Guarantor which Buyer determines, in
its sole discretion, has had a Material Adverse Effect; or

       

      (m)         any
material Event of Default under the Master Repurchase Agreement shall have
occurred and is continuing beyond any applicable cure period under any of the
Program Documents; or

       

      (n)          an
“Event of Default” (as defined in the Revolving Credit Agreement; such Event of
Default, a “Revolver Event of Default”) under the Revolving Credit Agreement
shall have occurred; provided, however, that any such Revolver Event of Default
shall not constitute an Event of Default hereunder if such Revolver Event of
Default has been waived by Buyer in writing.

       

      8.           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 Buyer may be rescinded by
Buyer 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, terminated, waived, surrendered or released, rejected
or disaffirmed (whether in bankruptcy or otherwise) by Buyer, and the Master
Repurchase Agreement and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as Buyer may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by Buyer for
the payment of the Obligations may be sold, exchanged, waived, surrendered or
released.  Buyer shall not have any 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, Buyer
may, but shall be under no obligation to make a similar demand on Seller or any
other guarantor, and any failure by Buyer to make any such demand or to collect
any payments from Seller or any such other guarantor or any release of Seller or
such other guarantor 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 Buyer against
Guarantor.  For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      9.           Waiver of
Rights. Except as
otherwise expressly provided herein, Guarantor waives any and all notice of any
kind including, without limitation, notice of the creation, renewal, extension
or accrual of any of the Obligations, and notice of or proof of reliance by
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 and Guarantor, on the one hand, and
Buyer, on the other hand, likewise shall 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 Guarantor with respect to the Obligations.  In
addition, as this Guaranty is a guaranty of payment and performance and not of
collection, Guarantor waives any requirement that Buyer exhaust any right, power
or remedy or proceed against Seller.

       

      10.           Guaranty
Absolute and Unconditional. Guarantor understands and
agrees that this Guaranty shall be construed as a continuing, absolute and
unconditional guarantee of the full and punctual payment and performance by
Seller of the Obligations and not of their collectibility only and is in no way
conditioned upon any requirement that Buyer first attempt to collect any of the
obligations from Seller, without regard to (a) the validity, regularity or
enforceability of the Master Repurchase Agreement or any other Program Document,
any of the Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
Buyer, (b) any defense, set-off, deduction, abatement, recoupment, reduction or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by Seller against Buyer, or (c) 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 from the Obligations, or of Guarantor from this
Guaranty, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against Guarantor, Buyer may, but shall be under no
obligation to, pursue such rights, powers, privileges and remedies as they may
have against Seller or any other Person or against the Purchased Items or any
other collateral security or guarantee for the Obligations or any right of
offset with respect thereto, and any failure by any 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, powers, privileges and remedies, whether express, implied or available
as a matter of law or equity, of 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 the successors and assigns
thereof, and shall inure to the benefit of Buyer, and its successors, indorsees,
transferees and assigns, until all the Obligations and the obligations of
Guarantor under this Guaranty shall have been satisfied by performance and
payment in full and the Master Repurchase Agreement and the other Program
Documents shall have been terminated, notwithstanding that from time to time
during the term of the Master Repurchase Agreement Seller may be free from any
Obligations.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      11.           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 Buyer upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of Seller or Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Seller or Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been
made.

       

      12.           Payments. Guarantor hereby guarantees
that payments hereunder will be paid to Buyer without deduction, abatement,
recoupment, reduction, set-off or counterclaim, in U.S. Dollars and in
accordance with the wiring instructions of Buyer.

       

      13.           Notices.  Except as
provided herein, all notices, requests and other communications required or
permitted by this Guaranty (including without limitation any modifications of,
or waivers, requests or consents under, this Guaranty) shall be in writing,
shall be sent by mail, facsimile transmission or electronic transmissions, and
shall be effective and deemed delivered only when received by the party to which
it is sent to the intended recipient at the “Address for Notices” specified on
the signature page hereto; or, as to any party, at such other address as shall
be designated by such party in a written notice to each other party; provided, however, that a
facsimile transmission shall be deemed to be received when transmitted so long
as the transmitting machine has provided an electronic confirmation (without
error message) of such transmission and notices being sent by first class mail,
postage prepaid, shall be deemed to be received five (5) Business Days following
the mailing thereof.

       

      14.           Severability.  If any of
the provisions of this Guaranty shall be held invalid or unenforceable, this
Guaranty shall be construed as if not containing such provisions, and the rights
and obligations of the parties hereto shall be construed and enforced
accordingly.

       

      15.           Integration. This Guaranty and the other
Program Documents represent the agreement of Guarantor with respect to the
subject matter hereof and thereof and there are no promises or representations
by Buyer relative to the subject matter hereof or thereof not reflected herein
or therein.

       

      16.           Amendments
in Writing; No Waiver; Cumulative Remedies.

       

      (a)           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
Buyer; provided that any provision of this Guaranty may be waived in writing by
Buyer.

       

      (b)           Buyer
not shall be deemed by any act (except by a written instrument pursuant to
Section 15(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right, power, privilege 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, remedy or privilege
hereunder shall operate as a waiver thereof.  No single or partial
exercise of any right, power, remedy or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by Buyer of any right, power, privilege or remedy hereunder
on any one occasion shall not be construed as a bar to any right, power,
privilege or remedy which Buyer would otherwise have on any future
occasion.

       

      (c)           The
rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by
law.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      17.           Section
Headings.  The section
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.

       

      18.           Successors
and Assigns. This
Guaranty shall be binding upon the successors and permitted assigns of Guarantor
and shall inure to the benefit of Buyer and its successors and
assigns.  This Guaranty may not be assigned by Guarantor without the
express written consent of Buyer in its sole discretion and any attempt to
assign or transfer this Guaranty without such consent shall be null and void and
of no effect whatsoever.

       

      19.           Governing
Law. THIS
GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).

       

      20.           Waiver Of
Jury Trial; Consent To Jurisdiction And Venue; Service Of
Process.  THE GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, THE PROGRAM
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THE
GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS, ON BEHALF OF ITSELF
AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF
NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE PROGRAM
DOCUMENTS.  THE GUARANTOR HEREBY SUBMITS TO, AND WAIVES ANY OBJECTION
SUCH PARTY MAY HAVE TO, NON-EXCLUSIVE PERSONAL JURISDICTION AND VENUE IN THE
COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY DISPUTES ARISING OUT OF OR
RELATING TO THE PROGRAM DOCUMENTS.  THE GUARANTOR HEREBY IRREVOCABLY
CONSENTS TO THE SERVICE OF A SUMMONS AND COMPLAINT AND OTHER PROCESS IN ANY
ACTION, CLAIM OR PROCEEDING BROUGHT BY SUCH OTHER PARTY IN CONNECTION WITH THIS
GUARANTY OR THE OTHER PROGRAM DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS, ON BEHALF OF
ITSELF OR ITS PROPERTY, IN THE MANNER SPECIFIED IN THIS SECTION 19 AND TO THE
GUARANTOR’S ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR SUCH OTHER ADDRESS AS
THE GUARANTOR SHALL HAVE PROVIDED IN WRITING TO BUYER.  NOTHING IN
THIS SECTION 19 SHALL AFFECT THE RIGHT OF THE BUYER HERETO TO (I) SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, OR (II) BRING ANY
ACTION OR PROCEEDING AGAINST THE GUARANTOR OR ITS PROPERTIES IN THE COURTS OF
ANY OTHER JURISDICTIONS.

       

      21.           Counterparts. This Guaranty may be
executed in any number of counterparts, all of which when taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Guaranty by signing any such counterpart.

       

      [Signature
page to follow]

       


      
        
          
             

          

           


        

        
          15

          
            

          

        

        
           


        

      


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

       

      


      
        	
                PHH
      CORPORATION

              
	 
	 
	
                By:

              	
                /s/ Clair
      Raubenstine

              
	
                Name:

              	
                Clair
      Raubenstine

              
	
                Title:

              	
                EVP,
      Chief Financial Officer

              


      

       

       

       

      
        	
                Address
      for Notices:

              
	
                3000
      Leadenhall Road

              
	
                Mount
      Laurel, New Jersey 08054

              
	
                Attention:

              	
                Mark
      Johnson, Vice President and Treasurer

              
	
                Telephone:

              	
                (856)
      917-0183

              
	
                Fax:

              	
                (856)
      917-0107

              


      

      


      


      
        	
                CITIGROUP
      GLOBAL MARKETS REALTY CORP.

              
	 
	 
	
                By:

              	
                /s/ Perry J. DeFelice,
      Jr.

              
	
                Name:

              	
                Perry
      J. DeFelice, Jr.

              
	
                Title:

              	
                Authorized
      Signatory

              


      

      


       

       

      
        	
                Address
      for Notices:

              
	Citigroup
      Global Markets Realty Corp.
	
                390
      Greenwich Street

              
	New
      York, New York  10013
	
                Attention:

              	
                Bobbie
      Theivakumaran

              
	
                Telephone:

              	
                (212)
      723-6753

              
	
                Fax:

              	
                (212)
      723-8604