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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 MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-AR7 (“Party B”) have entered into a Master
Agreement dated as of November 30, 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), t
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