EXHIBIT 99.6
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 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,
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
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
P
