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Exhibit 99.5
GUARANTY AGREEMENT
As
an inducement to Goldman Sachs 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 Goldman Sachs Mortgage Company
(the “Purchase Agreement”), Capital One, National
Association (“CONA”), the indirect parent of
GreenPoint, hereby unconditionally and absolutely guarantees
to Goldman Sachs 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
Goldman 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 Goldman Sachs Mortgage Company to CONA.
This Guaranty Agreement shall remain in full force and effect
or shal
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