Exhibit 10.6
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[LOGO]
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FINANCIAL
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FINANCIAL
GUARANTY
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SECURITY
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INSURANCE
POLICY
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ASSURANCE ®
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OBLIGOR:
AmeriCredit Automobile Receivables Trust 2007-B-F
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Policy No.: 51831A-N
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OBLIGATIONS: As
described in Endorsement No. 1 hereto
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Date of Issuance: April 19,
2007
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FINANCIAL SECURITY ASSURANCE INC.
(“Financial Security”), for consideration received,
hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to each Holder,
subject only to the terms of this Policy (which includes each
endorsement hereto), the full and complete payment by the Obligor
of Scheduled Payments of principal of, and interest on, the
Obligations.
For the further protection of each
Holder, Financial Security irrevocably and unconditionally
guarantees:
(a) payment of the amount of any
distribution of principal of, or interest on, the Obligations made
during the Term Of This Policy to such Holder that is subsequently
avoided in whole or in part as a preference payment under
applicable law (such payment to be made by Financial Security in
accordance with Endorsement No. 1 hereto).
(b) payment of any amount required
to be paid under this Policy by Financial Security following
Financial Security’s receipt of notice as described in
Endorsement No. 1 hereto.
Financial Security shall be
subrogated to the rights of each Holder to receive payments under
the Obligations to the extent of any payment by Financial Security
hereunder.
Except to the extent expressly
modified by an endorsement hereto, the following terms shall have
the meanings specified for all purposes of this Policy.
“Holder” means the registered owner of any Obligation
as indicated on the registration books maintained by or on behalf
of the Obligor for such purpose or, if the Obligation is in bearer
form, the holder of the Obligation. “Scheduled
Payments” means payments which are scheduled to be made
during the Term Of This Policy in accordance with the original
terms of the Obligations when issued and without regard to any
amendment or modification of such Obligations thereafter; payments
which become due on an accelerated basis as a result of (a) a
default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis or (c) any other cause,
shall not constitute “Scheduled Payments” unless
Financial Security shall elect, in its sole discretion, to pay such
principal due upon such acceleration together with any accrued
interest to the date of acceleration. “Term Of This
Policy” shall have the meaning set forth in Endorsement
No. 1 hereto.
This Policy sets forth in full the
undertaking of Financial Security, and shall not be modified,
altered or affected by any other agreement or instrument, including
any modification or amendment thereto, or by the merger,
consolidation or dissolution of the Obligor. Except to the extent
expressly modified by an endorsement hereto, the premiums paid in
respect of this Policy are nonrefundable for any reason whatsoever,
including payment, or provision being made for payment, of the
Obligations prior to maturity. This Policy may not be canceled or
revoked during the Term Of This Policy. THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED
IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
In witness whereof, FINANCIAL
SECURITY ASSURANCE INC. has caused this Policy to be executed on
its behalf by its Authorized Officer.
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FINANCIAL
SECURITY ASSURANCE INC.
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By:
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/s/ [Authorized
Signatory]
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Authorized
Officer
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A subsidiary of
Financial Security Assurance Holdings Ltd.
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31 West
52 nd Street, New York, N.Y.
10019
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(212) 826-0100
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Form 100NY
(5/89)
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ENDORSEMENT NO. 1
TO
FINANCIAL GUARANTY INSURANCE
POLICY
(NOTES POLICY)
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FINANCIAL
SECURITY
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31 West 52nd Street
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ASSURANCE
INC.
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New York, New York 10019
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OBLIGOR:
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AmeriCredit
Automobile Receivables Trust 2007-B-F
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OBLIGATIONS:
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$275,000,000
Class A-1 5.3196% Asset Backed Notes, Series 2007-B-F
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$435,000,000
Class A-2 5.31% Asset Backed Notes, Series 2007-B-F
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$150,000,000
Class A-3-A 5.16% Asset Backed Notes, Series 2007-B-F
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$190,000,000
Class A-3-B LIBOR + 0.02% Floating Rate Asset Backed Notes, Series
2007-B-F
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$450,000,000
Class A-4 LIBOR + 0.05% Floating Rate Asset Backed Notes, Series
2007-B-F
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Policy No.: 51831A-N
Date of Issuance: April 19,
2007
1. Definitions . For all
purposes of this Policy, the terms specified below shall have the
meanings or constructions provided below. Capitalized terms used
herein and not otherwise defined herein shall have the meanings
provided in the Indenture or the Sale and Servicing Agreement
unless otherwise specified.
“ Business Day ”
means any day other than a Saturday, Sunday, legal holiday or other
day on which commercial banking institutions in Wilmington,
Delaware, Fort Worth, Texas, New York City, New York, Minneapolis,
Minnesota or any other location of any successor Servicer,
successor Owner Trustee or successor Trust Collateral Agent are
authorized or obligated by law, executive order or governmental
decree to be closed.
“ Financial Security
” means Financial Security Assurance Inc., a New York stock
insurance company.
“ Holder ” shall
have the meaning set forth in the Indenture; provided ,
however that “Holder” shall not include the
Obligor or any affiliates or successors thereof in the event the
Obligor, or any such affiliate or successor, is a registered or
beneficial owner of the Obligations.
“ Indenture ”
means the Indenture, dated as of April 11, 2007, between the
Obligor and Wells Fargo Bank, National Association, as Trustee and
Trust Collateral Agent, as amended from time to time with the
consent of Financial Security.
“ Indenture Trustee
” means Wells Fargo Bank, National Association, in its
capacity as Trustee under the Indenture and any successor in such
capacity.
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Policy No.:
51831A-N
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Date of Issuance: April 19,
2007
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“ Policy ” means
this Financial Guaranty Insurance Policy and includes each
endorsement thereto.
“ Receipt ” and
“ Received ” mean actual delivery to Financial
Security and to the Fiscal Agent (as defined below), if any, prior
to 12:00 noon, New York City time, on a Business Day; delivery
either on a day that is not a Business Day, or after 12:00 noon,
New York City time, shall be deemed to be receipt on the next
succeeding Business Day. If any notice or certificate given
hereunder by the Trust Collateral Agent is not in proper form or is
not properly completed, executed or delivered, or contains any
misstatement, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the
Trust Collateral Agent and the Trust Collateral Agent may submit an
amended notice.
“ Sale and Servicing
Agreement ” means the Sale and Servicing Agreement dated
as of April 11, 2007 among the Obligor, AmeriCredit Financial
Services, Inc., as Servicer, AFS SenSub Corp., as Seller and Wells
Fargo Bank, National Association, as Backup Servicer and Trust
Collateral Agent, as such agreement may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
thereof.
“ Scheduled Payments
” means, as to each Insured Distribution Date, payments which
are required to be made to Holders in accordance with the original
terms of the Obligations when issued and without regard to any
subsequent amendment or modification of the Obligations or of the
Indenture except amendments or modifications to which Financial
Security has given its prior written consent, which payments are
(i) the Noteholders’ Interest Distributable Amount with
respect to the related Distribution Date, (ii) the
Noteholders’ Remaining Parity Deficit Amount with respect to
the related Distribution Date and (iii) with respect to the
Final Scheduled Distribution Date for any class of Obligations, the
outstanding principal amount of such class on such Final Scheduled
Distribution Date, after taking into account reductions on such
date of such outstanding principal amount from all sources other
than this Policy. Scheduled Payments do not include payments which
become due on an accelerated basis as a result of (a) a
default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis, (c) the occurrence of an
Event of Default under the Indenture or (d) any other cause,
unless Financial Security elects, in its sole discretion, to pay in
whole or in part such principal due upon acceleration, together
with any accrued interest to the date of acceleration. In the event
Financial Security does not so elect, this Policy will continue to
guarantee payment on the Obligations in accordance with their
original terms. Scheduled Payments shall not include (x) any
portion of a Noteholders’ Interest Distributable Amount or of
a Noteholders’ Interest Carryover Amount due to Holders
because the appropriate notice and certificate for payment in
proper form as required by paragraph 2 hereof was not timely
Received by Financial Security or (y) any portion of a
Noteholders’ Interest Distributable Amount due to Holders
representing interest on any Noteholders’ Interest Carryover
Amount accrued from and including the date of payment of the amount
of such Noteholders’ Interest Carryover Amount, unless in
each case, Financial Security elects, in its sole discretion, to
pay such amount in whole or in part, pursuant hereto. Scheduled
Payments shall not include any amounts due in respect of
the
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Policy No.:
51831A-N
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Date of Issuance: April 19,
2007
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Obligations attributable to any increase in
interest rate, penalty or other sum payable by the Obligor by
reason of any default or event of default in respect of the
Obligations, or by reason of any deterioration of the credit
worthiness of the Obligor, nor shall Scheduled Payments include,
nor shall coverage be provided under this Policy in respect of, any
taxes, withholding or other charge with respect to any Holder
imposed by any governmental authority due in connection with the
payment of any Scheduled Payment to a Holder.
“ Term Of This Policy
” means the period from and including the Date of Issuance to
and including the date on which (i) all Scheduled Payments
have been paid or deemed to be paid within the meaning of
Section 4.1 of the Indenture; (ii) any period during
which any Scheduled Payment coul