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Exhibit 10.4
LEHMAN BROTHERS
GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.
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
Administrator for Alternative Loan Trust
2007-0H2 (“Party B”) have entered into a
Master Agreement dated as of June 29, 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
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