EXHIBIT 10.6
GUARANTY
This
GUARANTY, dated as of December 3, 2004, is made by AMERICAN
HOME
MORTGAGE INVESTMENT CORP., a corporation
organized under the laws of the State
of Maryland ("Guarantor"), in favor of
Lehman Brothers Inc. and Lehman
Commercial Paper Inc. (collectively,
"Lehman").
As an
inducement and in consideration for Lehman to enter into that
certain letter agreement, dated as of
December __, 2004 (the "Letter Agreement")
by and among American Home Mortgage
Acceptance, Inc. ("Seller") and Lehman, to
the Master Repurchase Agreement, dated as
of March 29, 2004 (the "Master
Repurchase Agreement"; the Master
Repurchase Agreement and the Letter Agreement,
collectively, the "Agreement"; capitalized
terms used herein but not defined
herein shall have the meanings given in the
Agreement) between Lehman and the
Seller, a wholly-owned subsidiary of the
Guarantor, the Guarantor hereby
unconditionally and irrevocably guarantees
the punctual payment and performance
when due, whether at stated maturity, by
acceleration or otherwise, of all
obligations of the Seller now or hereafter
existing under the Agreement with
respect to any and all Transactions for the
Mortgage Loans (such obligations
being the "Obligations"), and agrees to pay
any and all expenses incurred by
Lehman in enforcing any rights under this
Guaranty. This Guaranty is a guaranty
of payment and not of collection. Lehman
shall not be required to exhaust any
right to remedy or take any action against
Seller, any guarantor, any other
person, any collateral or any credit
support.
The
Guarantor guarantees that the Obligations will be paid or
performed
strictly in accordance with their terms.
The liability of the Guarantor under
this Guaranty shall be absolute and
unconditional irrespective of any defense
whatsoever available to Seller or the
Guarantor, including, but not limited to,
the following: (a) any lack of validity or
enforceability or any Obligation or
any agreement or instrument related
thereto; (b) any change in the time, manner
or place of payment or performance of, or
in any term of, all or any of the
Obligations, or any other amendment or
waiver of or
