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EXHIBIT 99.9
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The Corridor Contract Guarantee.
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EXHIBIT A to Schedule
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GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.
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LEHMAN BROTHERS SPECIAL FINANCING INC. ("Party A") and U.S.
Bank,
National Association, solely in its capacity as trustee (the
`Grantor
Trustee") of the IndyMac INDX Mortgage Loan Trust 2006-AR14,
("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
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