EXHIBIT 99.6
XXXXXX BROTHERS
GUARANTEE OF XXXXXX BROTHERS HOLDINGS INC.
XXXXXX 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 CWABS Inc., Asset-Backed Certificates, Series 2006-22,
pursuant to a Swap Contract Administration Agreement, ("Party B") have entered
into a Master Agreement dated as of November 30, 2006, (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 in its
corporate name by its duly authorized officer as of the date of the Agreement.
XXXXXX BROTHERS HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxxxxxx XXX
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Name: Xxxxx X. Xxxxxxxxxx III
Title: Vice President
Date: November 30, 2006
