GUARANTY

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Exhibit 10.89

GUARANTY

           GUARANTY , dated as of November 1, 2007 (the “ Guaranty ”), made by PHH Corporation (the “ Guarantor ”) in favor of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (the “ Buyer ”), party to the Master Repurchase Agreement referred to below.

RECITALS

          WHEREAS, pursuant to the Master Repurchase Agreement dated as of November 1, 2007, as amended (the “ Repurchase Agreement ”) between PHH Mortgage Corporation (the “ Seller ”) and the Buyer, the Buyer has agreed to enter into Transactions with the Seller upon the terms and subject to the conditions set forth therein; and

          WHEREAS, it is a condition precedent to the obligation of the Buyer to enter into any such Transaction with the Seller under the Repurchase Agreement that the Guarantor shall have executed and delivered this Guaranty to the Buyer.

          NOW, THEREFORE, in consideration of the premises and to induce the Buyer to enter into the Repurchase Agreement and to induce the Buyer to enter into the Transactions with the Seller under the Repurchase Agreement, the Guarantor hereby agrees with the Buyer as follows:

           1. Defined Terms .

          (a) Unless otherwise defined herein, capitalized terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. The following additional terms shall have the following meanings:

          “ Guaranteed Obligations ” shall mean all obligations and liabilities of the Seller to the Buyer, including without limitation the Obligations, which may arise under, or out of or in connection with the Repurchase Agreement, any other Program Document or any other document made, delivered or given in connection therewith or herewith, in each case whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, whether on account of principal, interest, reimbursement obligations, all Claims (as defined in Section 101 of the Bankruptcy Code) of the Buyer against the Seller in respect thereof, and all fees, indemnities, costs, expenses arising out of or relating thereto (including, without limitation, all fees and disbursements of counsel to the Buyer that are required to be paid by the Seller pursuant to the terms of the Repurchase Agreement or any other Program Document).

          “ Material Adverse Effect ” shall mean a material adverse effect on (a) the ability of the Guarantor to perform in all material respects its obligations under this Guaranty, including, but not limited to, a material adverse effect on the property, business, operations or financial condition of the Guarantor, (b) the validity or enforceability in all material respects of this Guaranty, (c) the rights and remedies of the Buyer under this Guaranty, or (d) the timely payment of the Guaranteed Obligations or all other amounts payable in connection herewith or therewith. Each of (a), (b) and (c) in the foregoing sentence shall be determined by Buyer in its sole reasonable discretion.

          “ Revolving Credit Agreement ” shall mean the Five Year Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006, among the Guarantor, as Borrower, the Lenders referred to therein, Citicorp USA, Inc., as Syndication Agent, and Bank of America, N.A., The Bank of Nova Scotia and Calyon New York Branch, as Documentation Agents, and JPMorgan Chase Bank, N.A., as administrative agent, as such agreement exists on the date hereof and as the same may be further amended, modified, waived or supplemented, solely to the extent that Buyer has given its prior written consent to such amendment, modification, waiver or supplement.

          (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) The Guarantor hereby unconditionally and irrevocably guaranties to the Buyer and its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations.

          (b) The 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 the Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty; provided , however , that the Guarantor shall not be liable for the fees and expenses of more than one separate firm for the Buyer in connection with any one such action or any separate, but substantially similar or related actions in the same jurisdiction, nor shall the Guarantor be liable for any settlement or proceeding effected without the Guarantor’s written consent. This Guaranty shall remain in full force and effect until the Guaranteed Obligations are paid in full.

          (c) No payment or payments made by the Seller or any other Person or received or collected by the Guarantor from the 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 Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments (other than payments made by the Guarantor in respect of the Guaranteed Obligations or payments received or collected from the Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations until the Guaranteed Obligations are paid in full.

           3. Representations, Warranties and Covenants of Guarantor .

          (a) The Guarantor hereby represents and warrants as of the date hereof:

               (i) Existence . Guarantor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, (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.

               (ii) Financial Condition . Guarantor has heretofore furnished to Buyer a copy of its (A) consolidated balance sheet for the fiscal year ended December 31, 2006 and the related consolidated statements of income and retained earnings and of cash flows for such fiscal year, 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) consolidated balance sheet for the quarterly fiscal period(s) ended March 31, 2007 and June 30, 2007 and the related consolidated statements of income and retained earnings and of cash flows for it 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 Subsidiaries and the consolidated results of their operations for the fiscal year ended on said date, 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, including the developments and events disclosed in (A) the public filings made by Guarantor with the Securities and Exchange Commission since December 31, 2006 and (B) the diligence materials previously provided to Buyer by Seller and Guarantor, which has had or should reasonably be expected to have a Material Adverse Effect.

               (iii) Representations and Warranties Incorporated by Reference . Each of the representations and warranties made by Guarantor in its capacity as Borrower (as such term is defined in the Revolving Credit Agreement) set forth in Section 3 of the Revolving Credit Agreement are true and correct and Guarantor hereby makes each such representation and warranty to, and for the benefit of, Buyer as if the same were set forth herein in full.

          (b) The Guarantor covenants and agrees with the Buyer that until payment in full of the Guaranteed Obligations:

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

     Guarantor shall deliver to Buyer:

          (A) As soon as available and in any event within 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-1 to the Repurchase Agreement 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 the consolidated Subsidiaries of Guarantor 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 the Subsidiaries of Guarantor in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);

          (B) As soon as available and in any event within 100 days after the end of each fiscal year of Guarantor, 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 and its consolidated Subsidiaries 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 and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;

          (C) From time to time such other information regarding the financial condition, operations, or business of Guarantor as Buyer may reasonably request; and

          (D) Guarantor will furnish to Buyer, at the time it furnishes each set of financial statements pursuant to paragraphs (A) or (B) above, a certificate of a Responsible Officer of Guarantor to the effect that, to the best of such Responsible Officer’s knowledge, Guarantor during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every material condition, contained in this Agreement to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default, Event of Default or Event of Termination except as specified in such certificate (and, if any Default, Event of Default or Event of Termination has occurred and is continuing, describing the same in reasonable detail and describing the action Guarantor has taken or proposes to take with respect thereto).

               (ii) Covenants Incorporated by Reference . Guarantor is in compliance with each of the covenants made by Guarantor in its capacity as Borrower (as such term is defined in the Revolving Credit Agreement) set forth in Sections 5 and 6 of the Revolving Credit Agreement and Guarantor hereby makes each such

covenant to, and for the benefit of Buyer as if the same were set forth herein in full. Guarantor, in its capacity as Borrower (as such term is defined in the Revolving Credit Agreement) shall not agree to any amendment, supplement or other modification to the Revolving Credit Agreement without Buyer’s written consent.

           4. Right of Set-off . The Guarantor hereby irrevocably authorizes t