LEHMAN BROTHERS SPECIAL FINANCING INC. ( “
Party
A ”
) and THE
BANK OF NEW YORK, not in its individual or corporate capacity but
solely as Swap Contract Administrator for Alternative
Loan Trust 2007-OH3 ( “
Party
B ”
)
h ave entered into a
Master Agreement dated as of July 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
Co nfirmation 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 th e
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
accordan ce 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)
G
uarantor
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, r egularity or
enforceability of any obligation of Party A under the Agreement ,
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 l
imitations, 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, coun
terclaim
or withhold payment with respect to any Event of Default or
Potential Event of Default, 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 i
nto 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 furthe
r action
by the Guarantor.
(d)
This
Guarantee shall remain in full force and effect until receipt by
Party B of a written notice of termination from Guarantor.
Termination of this Guarantee shall not affe
