EXHIBIT A to
Schedule
GUARANTEE OF LEHMAN BROTHERS
HOLDINGS INC.
LEHMAN BROTHERS SPECIAL FINANCING INC.
(“Party A”) and U.S. Bank, National Association, solely
in its capacity as trustee (the ‘Grantor Trustee”) of
the GREENPOINT MORTGAGE FUNDING GRANTOR TRUST 1-A1A, SERIES
2006-AR6 (“Party B”) have entered into a Master
Agreement dated as of October 31, 2006 as amended from time to time
(the “Master Agreement”), pursuant to which Party A and
Party B have entered and/or anticipate entering into one or more
transactions (each a “Transaction”), the Confirmation
of each of which supplements, forms part of, and will be read and
construed as one with, the Master Agreement (collectively referred
to as the “Agreement”). This Guarantee is a Credit
Support Document as contemplated in the Agreement. For value
received, and in consideration of the financial accommodation
accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS
HOLDINGS INC., a corporation organized and existing under the laws
of the State of Delaware (“Guarantor”), hereby agrees
to the following:
(a) Guarantor hereby unconditionally guarantees to
Party B the due and punctual payment of all amounts payable by
Party A in connection with each Transaction when and as Party
A’s obligations thereunder shall become due and payable in
accordance with the terms of the Agreement (whether at maturity, by
acceleration or otherwise). Guarantor hereby agrees, upon written
demand by Party B, to pay or cause to be paid any such amounts
punctually when and as the same shall become due and
payable.
(b) Guarantor hereby agrees that its obligations
under this Guarantee constitute a guarantee of payment when due and
not of collection.
(c) Guarantor hereby agrees that its obligations
under this Guarantee shall be unconditional, irrespective of the
validity, regularity or enforceability of the Agreement against
Party A (other than as a result of the unenforceability thereof
against Party B), the absence of any action to enforce Party
A’s obligations under the Agreement, any waiver or consent by
Party B with respect to any provisions thereof, the entry by Party
A and Party B into any amendments to the Agreement, additional
Transactions under the Agreement or any other circumstance which
might otherwise constitute a legal or equitable discharge or
defense of a guarantor (excluding the defense of payment or statute
of limitations, neither of which is waived) provided, however, that
Guarantor shall be entitled to exercise any right that Party A
could have exercised under the Agreement to cure any default in
respect of its obligations under the Agreement or to setoff,
counterclaim or withhold payment in respect of any Event of Default
or Potential Event of Default in respect of Party B or any
Affiliate, but only to the extent such right is provided to Party A
under the Agreement. The Guarantor acknowledges that Party A and
Party B may from time to time enter into one or more Transactions
pursuant to the Agreement and agrees that the obligations of the
Guarantor under this Guarantee will upon the execution of any such
Transaction by Party A and Party B extend to all such Transactions
without the taking of further action by the Guarantor.
(d) This Guarantee shall remain in full force and
effect until the first to occur of (i) receipt by Party B of a
written notice of termination from Guarantor or (ii) none of the
obligations of Party A remain outstanding. Termination of this
Guarantee shall not affect Guarantor’s liability hereunder as
to obligations incurred or arising out of Transactions entered into
prior to the termination hereof.
(e) Guarantor further agrees that this Guarantee
shall continue to be effective or be reinstated, as the case may
be, if at any time, payment, or any part thereof, of any obligation
or interest thereon is rescinded or must otherwise be restored by
Party B upon an Event of Default as set forth in Section
5(a)(vii) of the Master Agreement affecting Party A or
Guarantor.
(f) Guarantor hereby waives (i) promptness,
diligence, presentment, demand of payment, protest, order and,
except as set forth in paragraph (a) hereof, notice of any kind in
connection with the Agreement and this Guarantee, or (ii) any
requirement that Party B exhaust any right to take any action
against Party A or any other person prior to or contemporaneously
with proceeding to exercise any right against Guarantor under this
Guarantee.
This Guarantee shall be governed by and
construed in accordance with the laws of the State of New York
without regard to conflicts of laws principles. All capitalized
terms not defined in this Guarantee, but defined in the Agreement,
shall have the meanings assigned thereto in the
Agreement.
IN WITNESS WHEREOF, Guarantor has caused this
Guarantee to be executed by its duly authorized officer as of the
date of the Agreement.
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LEHMAN
BROTHERS HOLDINGS INC.
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By:
______________________________
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Name:
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Title:
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Date:
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EXHIBIT A to
Schedule
GUARANTEE OF LEHMAN BROTHERS
HOLDINGS INC.
LEHMAN BROTHERS SPECIAL FINANCING INC.
(“Party A”) and U.S. Bank, National Association, solely
in its capacity as trustee (the ‘Grantor Trustee”) of
the GREENPOINT MORTGAGE FUNDING GRANTOR TRUST 1-A2A2, SERIES
2006-AR6 (“Party B”) have entered into a Master
Agreement dated as of October 31, 2006 as amended from time to time
(the “Master Agreement”), pursuant to which Party A and
Party B have entered and/or anticipate entering into one or more
transactions (each a “Transaction”), the Confirmation
of each of which supplements, forms part of, and will be read and
construed as one with, the Master Agreement (collectively referred
to as the “Agreement”). This Guarantee is a Credit
Support Document as contemplated in the Agreement. For value
received, and in consideration of the financial accommodation
accorded to Party A by Party B under the Agreement, LEHMAN BROTHERS
HOLDINGS INC., a corporation organized and existing under the laws
of the State of Delaware (“Guarantor”), hereby agrees
to the following:
(a) Guarantor hereby unconditionally guarantees to
Party B the due and punctual payment of all amounts payable by
Party A in connection with each Transaction when and as Party
A’s obligations thereunder shall become due and payable in
accordance with the terms of the Agreement (whether at maturity, by
acceleration or otherwise). Guarantor hereby agrees, upon written
demand by Party B, to pay or cause to be paid any such amounts
punctually when and as the same shall become due and
payable.
(b) Guarantor hereby agrees that its obligations
under this Guarantee constitute a guarantee of payment when due and
not of collection.
(c) Guarantor hereby agrees that its obligations
under this Guarantee shall be unconditional, irrespective of the
validity, regularity or enforceability of the Agreement against
Party A (other than as a result of the unenforceability thereof
against Party B), the absence of any action to enforce Party
A’s obligations under the Agreement, any waiver or consent by
Party B with respect to any provisions thereof, the entry by Party
A and Party B into any amendments to the Agreement, additional
Transactions under the Agreement or any other circumstance which
might otherwise constitute a legal or equitable discharge or
defense of a guarantor (excluding the defense of payment or statute
of limitations, neither of which is waived) provided, however, that
Guarantor shall be entitled to exercise any right that Party A
could have exercised under the Agreement to cure any default in
respect of its obligations under the Agreement or to setoff,
counterclaim or withhold payment in respect of any Event of Default
or Potential Event of Default in respect of Party B or any
Affiliate, but only to the extent such right is provided to Party A
under the Agreement. The Guarantor acknowledges that Party A and
Party B may from time to time enter into one or more
Transact
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