EXHIBIT A to Schedule GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.
EXHIBIT
A to Schedule
GUARANTEE
OF XXXXXX BROTHERS HOLDINGS INC.
XXXXXX
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 2007-15N
(“Party
B”) have entered into a Master Agreement dated as of July 31, 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,
XXXXXX 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 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 limitations, 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,
counterclaim or withhold payment in respect of any Event of Default or Potential
Event of Default in respect of Party B or any Affiliate, 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 into 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 further action by the Guarantor.
(d) This
Guarantee shall remain in full force and effect until the first to occur of
(i)
receipt by Party B of a written notice of termination from Guarantor or (ii)
none of the obligations of Party A remain outstanding. Termination of this
Guarantee shall not affect Guarantor’s liability hereunder as to obligations
incurred or arising out of Transactions entered into prior to the termination
hereof.
(e) Guarantor
further agrees that this Guarantee shall continue to be effective or be
reinstated, as the case may be, if at any time, payment, or any part thereof,
of
any obligation or interest thereon is rescinded or must otherwise be restored
by
Party B upon an Event of Default as set forth in Section
5(a)(vii)
of the
Master Agreement affecting Party A or Guarantor.
(f) Guarantor
hereby waives (i) promptness, diligence, presentment, demand of payment,
protest, order and, except as set forth in paragraph (a) hereof, notice of
any
kind in connection with the Agreement and this Guarantee, or (ii) any
requirement that Party B exhaust any right to take any action against Party
A or
any other person prior to or contemporaneously with proceeding to exercise
any
right against Guarantor under this Guarantee.
This
Guarantee shall be governed by and construed in accordance with the laws of
the
State of New York without regard to conflicts of laws principles. All
capitalized terms not defined in this Guarantee, but defined in the Agreement,
shall have the meanings assigned thereto in the Agreement.
IN
WITNESS WHEREOF, Xxxxxxxxx has caused this Guarantee to be executed by its
duly
authorized officer as of the date of the Agreement.
XXXXXX
BROTHERS HOLDINGS INC.
By:
___________________________________
Name:
Title:
Date:
2
