EXHIBIT 10.6.3
GUARANTY
This
GUARANTY, dated as of September 13, 2005, 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
September 13, 2005 (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, as
amended by those certain letter agreements,
dated December 3, 2004 and June 10,
2005 (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,
