exv10w6






Exhibit 10.6




FINANCIAL GUARANTY

INSURANCE POLICY




	 	 	 
	 
	 	 
	OBLIGOR: AmeriCredit Automobile Receivables Trust 2008-A-F

	 	Policy No.: 51899-N
	 
	OBLIGATIONS: As described in Endorsement No. 1 hereto

	 	Date of Issuance: May 29, 2008






          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.




	 	 	 	 	 
	 	FINANCIAL SECURITY ASSURANCE INC.

 	 
	 	By  	/s/ M. Douglas Watson, Jr.
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



			
	 	 	 
	A subsidiary of Financial Security Assurance Holdings Ltd.	 	 
	31 West 52nd Street, New York, N.Y. 10019
	 	(212) 826-0100
	Form 100NY (5/89)	 	 






 









 





ENDORSEMENT NO. 1 TO

FINANCIAL GUARANTY INSURANCE POLICY

(NOTES POLICY)




			
	 	 	 
	FINANCIAL SECURITY
	 	31 West 52nd Street
	ASSURANCE INC.
	 	New York, New York 10019






	 	 	 
	OBLIGOR:

	 	AmeriCredit Automobile Receivables Trust 2008-A-F
	 
	 	 
	OBLIGATIONS:

	 	$160,000,000 Class A-1 2.6936% Asset Backed Notes, Series 2008-A-F
	 

	 	$100,000,000 Class A-2-A 4.47% Asset Backed Notes, Series 2008-A-F
	 

	 	$139,000,000 Class A-2-B LIBOR + 1.75% Floating Rate Asset Backed Notes, Series 2008-A-F
	 

	 	$153,000,000 Class A-3 5.68% Asset Backed Notes, Series 2008-A-F
	 

	 	$198,000,000 Class A-4 6.96% Asset Backed Notes, Series 2008-A-F
	 
	 	 
	Policy No.:

	 	51899-N
	 
	 	 
	Date of Issuance:

	 	May 29, 2008






     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 May 21, 2008, 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.



     “Policy” means this Financial Guaranty Insurance Policy and includes each endorsement
thereto.



 









 





			
	Policy No.: 51899-N
	 	Date of Issuance: May 29, 2008






     “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 May
21, 2008 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
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



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	Policy No.: 51899-N
	 	Date of Issuance: May 29, 2008





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
could have been avoided in whole or in part as a preference payment under applicable bankruptcy,
insolvency, receivership or similar law shall have expired and (iii) if any proceedings requisite
to avoidance as a preference payment have been commenced prior to the occurrence of (i) and (ii), a
final and nonappealable order in resolution of each such proceeding has been entered.



     “Trust Collateral Agent” means Wells Fargo Bank, National Association, in its capacity
as Trust Collateral Agent under the Indenture, acting as agent for the Indenture Trustee in
accordance with the terms of the Indenture, and any successor in such capacity.



     2. Notices and Conditions to Payment in Respect of Scheduled Payments. Following
Receipt by Financial Security of a notice and certificate from the Trust Collateral Agent in the
form attached as Exhibit A to this Endorsement, Financial Security will pay any amount payable
hereunder in respect of Scheduled Payments on the Obligations out of the funds of Financial
Security on the later to occur of (a) 12:00 noon, New York City time, on the third Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the date on which such payment
is due on the Obligations. Payments due hereunder in respect of Scheduled Payments will be
disbursed to the Trust Collateral Agent by wire transfer of immediately available funds.



     Financial Security shall be entitled to pay any amount hereunder in respect of Scheduled
Payments on the Obligations, including any amount due on the Obligations on an accelerated basis,
whether or not any notice and certificate shall have been Received by Financial Security as
provided above; provided, however, that by acceptance of this Policy the Trust Collateral Agent
agrees to provide to Financial Security, upon Financial Security’s request to the Trust Collateral
Agent, a notice and certificate in respect of any such payments made by Financial Security.
Financial Security shall be entitled to pay hereunder any amount that becomes due on the
Obligations on an accelerated basis at any time or from time to time after such amount becomes due,
in whole or in part, prior to the scheduled date of payment thereof; Scheduled Payments insured
hereunder shall not include interest, in respect of principal paid hereunder on an accelerated
basis, accruing from and after the date of such payment of principal. Financial Security’s
obligations hereunder in respect of Scheduled Payments shall be discharged to the extent funds are
disbursed by Financial Security as provided herein whether or not such funds are properly applied
by the Trust Collateral Agent.



     3. Notices and Conditions to Payment in Respect of Scheduled Payments Avoided as
Preference Payments. If any Scheduled Payment is avoided as a preference payment under
applicable bankruptcy, insolvency, receivership or similar law, Financial



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	Policy No.: 51899-N
	 	Date of Issuance: May 29, 2008





Security will pay such
amount out of the funds of Financial Security on the later of (a) the date when due to be paid
pursuant to the Order referred to below or (b) the first to occur of (i) the fourth Business Day
following Receipt by Financial Security from the Trust Collateral Agent of (A) a certified copy of
the order (the “Order”) of the court or other governmental body that exercised jurisdiction
to the effect that the Holder is required to return Scheduled Payments made with respect to the
Obligations during the Term Of This Policy because such payments were avoidable as preference
payments under applicable bankruptcy law, (B) a certificate of the Holder that the Order has been
entered and is not subject to any stay and (C) an assignment duly executed and delivered by the
Holder, in such form as is reasonably required by Financial Security, and provided to the Holder by
Financial Security, irrevocably assigning to Financial Security all rights and claims of the Holder
relating to or arising under the Obligations against the estate of the Obligor or otherwise with
respect to such preference payment or (ii) the date of Receipt by Financial Security from the Trust
Collateral Agent of the items referred to in clauses (A), (B) and (C) above if, at least four
Business Days prior to such date of Receipt, Financial Security shall have Received written notice
from the Trust Collateral Agent that such items were to be delivered on such date and such date was
specified in such notice. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trust Collateral
Agent or any Holder directly (unless a Holder has previously paid such amount to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such
payment shall be disbursed to the Trust Collateral Agent for distribution to such Holder upon proof
of such payment reasonably satisfactory to Financial Security). In connection with the foregoing,
Financial Security shall have the rights provided pursuant to Section 6.2 of the Sale and Servicing
Agreement.




     4. Governing Law. This Policy shall be construed in accordance with, and this
Policy and all matters arising out of or relating in any way to this Policy shall be governed by,
the law of the state of New York.



     5. Fiscal Agent. At any time during the Term Of This Policy, Financial Security may
appoint a fiscal agent (the “Fiscal Agent”) for purposes of this Policy by written notice
to the Trust Collateral Agent at the notice address specified in the Indenture specifying the name
and notice address of the Fiscal Agent. From and after the date of receipt of such notice by the
Trust Collateral Agent, (i) copies of all notices and documents required to be delivered to
Financial Security pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent
and to Financial Security and shall not be deemed Received until Received by both, and (ii) all
payments required to be made by Financial Security under this Policy may be made directly by
Financial Security or by the Fiscal Agent on behalf of Financial Security. The Fiscal Agent is the
agent of Financial Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or cause to be
deposited, sufficient funds to make payments due under the Policy.



     6. Waiver of Defenses. To the fullest extent permitted by applicable law, Financial
Security agrees not to assert, and hereby waives, for the benefit of each Holder, all rights
(whether by counterclaim, setoff or otherwise) and defenses (including, without



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	Policy No.: 51899-N
	 	Date of Issuance: May 29, 2008





limitation, the
defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that
such rights and defenses may be available to Financial Security to avoid payment of its obligations
under this Policy in accordance with the express provisions of this Policy. Nothing in this
paragraph shall be construed to limit or otherwise impair Financial Security’s right to pursue
recovery or claims (based on contractual rights, securities law violations, fraud or other causes
of action) against any person or entity, or, except as provided in paragraph 3 of this Endorsement,
to require payment by Financial Security of any amounts that have been previously paid or that are
not otherwise due in accordance with the express provisions of this Policy or the Obligations.
Nothing in this Policy shall be construed to require payment to the extent any force majeure event
or governmental act prevents Financial Security from performing its obligations under this Policy
or such performance is otherwise rendered impossible, in which event Financial Security agrees to
(i) use commercially reasonable efforts to perform its obligations under this Policy
notwithstanding such force majeure event, governmental act or impossibility of performance and (ii)
perform its obligations under this Policy promptly following cessation of such force majeure event,
governmental act or impossibility of performance.




     7. Notices. All notices to be given hereunder shall be in writing (except as
otherwise specifically provided herein) and shall be mailed by registered mail or personally
delivered or telecopied to Financial Security as follows:


Financial Security Assurance Inc.

31 West 52nd Street

New York, NY 10019

Attention: Managing Director — Transaction Oversight Department

Re: Policy No. 51899-N

     AmeriCredit Automobile Receivables Trust 2008-A-F

Telecopy No.: (212) 339-3518

Confirmation: (212) 826-0100




     Financial Security may specify a different address or addresses by writing mailed or delivered
to the Trust Collateral Agent.



     8. Priorities. In the event that any term or provision of the face of this Policy
is inconsistent with the provisions of this Endorsement, the provisions of this Endorsement shall
take precedence and shall be binding.



     9. Exclusions From Insurance Guaranty Funds. This Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law.
This Policy is not covered by the Florida Insurance Guaranty Association created under Part II of
Chapter 631 of the Florida Insurance Code. In the event that Financial Security were to become
insolvent, any claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association,
established pursuant to Article 14.2 of Chapter 1 of Part 2 of Division 1 of the California
Insurance Code.



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	Policy No.: 51899-N
	 	Date of Issuance: May 29, 2008






     10. Surrender of Policy. The Trust Collateral Agent shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term Of This Policy.



     IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this Endorsement No. 1 to be
executed by its Authorized Officer.



	 	 	 	 	 
	 	FINANCIAL SECURITY ASSURANCE INC.

 	 
	 	By   	/s/ M. Douglas Watson Jr.
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




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EXHIBIT A

To Endorsement No. 1




NOTICE OF CLAIM AND CERTIFICATE




(Letterhead of Trust Collateral Agent)




Financial Security Assurance Inc.

31 West 52nd Street

New York, NY 10019




     Re:       AmeriCredit Automobile Receivables Trust 2008-A-F



     The undersigned, a duly authorized officer of Wells Fargo Bank, National Association (the
“Trust Collateral Agent”), hereby certifies to Financial Security Assurance Inc. (“Financial
Security”), with reference to Financial Guaranty Insurance Policy No. 51899-N dated May 29, 2008,
(the “Policy”) issued by Financial Security in respect of the $160,000,000 Class A-1 2.6936% Asset
Backed Notes, $100,000,000 Class A-2-A 4.47% Asset Backed Notes, $139,000,000 Class A-2-B LIBOR +
1.75% Floating Rate Asset Backed Notes, $153,000,000 Class A-3 5.68% Asset Backed Notes, and
$198,000,000 Class A-4 6.96% Asset Backed Notes of the above-referenced Trust (the “Obligations”),
that:



     (i) The Trust Collateral Agent is the Trust Collateral Agent for the Holders under the
Indenture.



     (ii) The sum of all amounts on deposit (or scheduled to be on deposit) in the Note
Distribution Account and available for distribution to the Holders pursuant to the Indenture will
be $                     (the “Shortfall”) less than the aggregate amount of Scheduled Payments due on
                              .



     (iii) The Trust Collateral Agent is making a claim under the Policy for the Shortfall to be
applied to the payment of Scheduled Payments.



     (iv) The Trust Collateral Agent agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same directly to the payment of
Scheduled Payments on the Obligations when due; (b) not apply such funds for any other purpose; (c)
not commingle such funds with other funds held by the Trust Collateral Agent and (d) maintain an
accurate record of such payments with respect to each Obligation and the corresponding claim on the
Policy and proceeds thereof, and, if the Obligation is required to be surrendered or presented for
such payment, shall stamp on each such Obligation the legend “$[insert applicable amount] paid by
Financial Security and the balance hereof has been cancelled and reissued” and then shall deliver
such Obligation to Financial Security.



     (v) The Trust Collateral Agent, on behalf of the Holders, hereby assigns to Financial Security
(a) the rights of the Holders with respect to the Obligations to the



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extent of any payments under
the Policy and (b) any claims of amounts due to the Holders in respect of securities law, fraud or
other claims arising out of or relating to the offer and sale of the
Obligations. The foregoing assignments are in addition to, and not in limitation of, rights
of subrogation otherwise available to Financial Security in respect of such payments. Payments to
Financial Security in respect of the foregoing assignments shall in all cases be subject to and
subordinate to the rights of the Holders to receive all Scheduled Payments in respect of the
Obligations. The Trust Collateral Agent shall take such action and deliver such instruments as may
be reasonably requested or required by Financial Security to effectuate the purpose or provisions
of this clause (v).



     (vi) The Trust Collateral Agent, on behalf of the Holders, hereby appoints Financial Security
as agent and attorney-in-fact for the Trust Collateral Agent and each such Holder in any legal
proceeding with respect to the Obligations. The Trust Collateral Agent hereby agrees that, so long
as an Insurer Default (as defined in the Indenture) shall not exist, Financial Security may at any
time during the continuation of any proceeding by or against the Obligor under the United States
Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or
similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding,
including without limitation, (A) all matters relating to any claim in connection with an
Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment made with
respect to the Obligations (a “Preference Claim”), (B) the direction of any appeal of any order
relating to any Preference Claim at the expense of Financial Security but subject to reimbursement
as provided in the Insurance Agreement and (C) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition, the Trust Collateral Agent hereby agrees
that Financial Security shall be subrogated to, and the Trust Collateral Agent on its behalf and on
behalf of each Holder, hereby delegates and assigns, to the fullest extent permitted by law, the
rights of the Trust Collateral Agent and each Holder in the conduct of any Insolvency Proceeding,
including, without limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency Proceeding.



     (vii) Payment should be made by wire transfer directed to [SPECIFY ACCOUNT].



     Unless the context otherwise requires, capitalized terms used in this Notice of Claim and
Certificate and not defined herein shall have the meanings provided in the Policy.



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     IN WITNESS WHEREOF, the Trust Collateral Agent has executed and delivered this Notice of Claim
and Certificate as of the ___th day of          , 20_.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Trust Collateral Agent

 	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Title 	 
	 	 	 	 
	 





For Financial Security or Fiscal Agent Use Only




Wire transfer sent on                      By                         

Confirmation Number                         




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