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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 LEHMAN XS TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2007-4N (“Party B”) have entered into a Master
Agreement dated as of March 30, 2007 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
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