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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 ‘Trustee") of the Lehman XS Trust, Series
2006-18N ("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), the
absence of a
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