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:
 
 
 
 

 
 
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EXHIBIT A to Schedule GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC.

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