Note Guaranty Insurance Policy



 Exhibit 10.6 
 

 
 NOTE GUARANTY INSURANCE POLICY 
 POLICY NUMBER: 47966 
  

			
	OBLIGATIONS:	  	AmeriCredit Automobile Receivables Trust 2006-R-M
		  	Automobile Receivables Backed Notes
		  	$448,000,000 Class A-1 Notes
		  	$552,000,000 Class A-2 Notes
		  	$200,000,000 Class A-3 Notes

 MBIA Insurance Corporation (the “Insurer”), in consideration of the payment of the
premium and subject to the terms of this Note Guaranty Insurance Policy (this “Policy”), hereby unconditionally and irrevocably guarantees to any Owner that an amount equal to each full and complete Insured Payment will be received from
the Insurer by Wells Fargo Bank, National Association, or its successors, as Trustee for the Owners (the “Trustee”), on behalf of the Owners, for distribution by the Trustee to each Owner of each Owner’s proportionate share of the
Insured Payment. The Insurer’s obligations hereunder with respect to a particular Insured Payment shall be discharged to the extent funds equal to the applicable Insured Payment are received by the Trustee, whether or not such funds are
properly applied by the Trustee. Insured Payments shall be made only at the time set forth in this Policy, and no accelerated Insured Payments shall be made regardless of any acceleration of the Obligations, unless such acceleration is at the sole
option of the Insurer. 
 Notwithstanding the foregoing paragraph, this Policy does not cover any shortfalls, if any, attributable to the
liability of the Issuer or the Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability). 
 The Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Fiscal Agent (as described below) of (a) a certified copy of the order requiring the return of a
preference payment, (b) an opinion of counsel satisfactory to the Insurer that such order is final and not subject to appeal, (c) an assignment in such form as is reasonably required by the Insurer, irrevocably assigning to the Insurer all
rights and claims of the Owner relating to or arising under the Obligations against the debtor which made such preference payment or otherwise with respect to such preference payment and (d) appropriate instruments to effect the appointment of
the Insurer as agent for such Owner in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Insurer, provided that if such documents are received after 12:00 noon, New York City time, on such
Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Owner and not to
any Owner directly unless such Owner has returned principal or interest paid on the Obligations to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Owner. 
 The Insurer will pay any other amount payable hereunder no later than 12:00 noon, New York City time, on the later of the Distribution Date on which the
related Deficiency 










 
Amount is due or the second Business Day following receipt in New York, New York on a Business Day by U.S. Bank Trust National Association, as Fiscal Agent
for the Insurer, or any successor fiscal agent appointed by the Insurer (the “Fiscal Agent”), of a Notice (as described below), provided that if such Notice is received after 12:00 noon, New York City time, on such Business Day, it will be
deemed to be received on the following Business Day. If any such Notice received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent for purposes of this paragraph, and the Insurer or the Fiscal Agent, as the case may be, shall promptly so advise the Trustee and the Trustee may submit an amended Notice. 
 Insured Payments due hereunder, unless otherwise stated herein, will be disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment less, in respect of Insured Payments related to Preference Amounts, any amount held by the Trustee for the payment of such Insured Payment and legally available therefor.

 The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent shall in no event be liable to Owners for any acts of the Fiscal
Agent or any failure of the Insurer to deposit, or cause to be deposited, sufficient funds to make payments due under this Policy. 
 Subject
to the terms of the Agreement, the Insurer shall be subrogated to the rights of each Owner to receive payments under the Obligations to the extent of any payment by the Insurer hereunder. 
 As used herein, the following terms shall have the following meanings: 
 “Agreement” means the Indenture dated as of May 10, 2006 among AmeriCredit Automobile Receivables Trust 2006-R-M, as Issuer and Wells Fargo Bank, National Association, as Trustee and Trust
Collateral Agent, and the Sale and Servicing Agreement dated as of May 10, 2006 among AmeriCredit Automobile Receivables Trust 2006-R-M, as Issuer, AFS Sensub Corp., as Seller, AmeriCredit Financial Services, Inc., as Servicer, Wells Fargo
Bank, National Association, as Trust Collateral Agent and as Back-up Servicer, without regard to any amendment or supplement thereto, unless such amendment or supplement has been approved in writing by the Insurer. 
 “Business Day” means any day other than (a) a Saturday or a Sunday, (b) a day on which the Insurer is closed or (c) a day
on which banking institutions in the states of Texas, Delaware, Minnesota or New York are authorized or obligated by law or executive order to be closed. 
 “Deficiency Amount” means, for any Distribution Date, an amount equal to the excess, if any, of (a) the sum, without duplication, of (i) the Noteholders’ Interest Distributable Amount
(net of any interest shortfall resulting from the application of the Servicemembers Civil Relief Act, as amended, or any similar state legislation or regulations), (ii) the Noteholders’ Parity Deficit Amount for the related Distribution
Date and (iii) if the related Distribution Date is the Final Scheduled Distribution Date for any Class, the unpaid principal amount of the Class over (b) the sum, without duplication, of (i) the amount actually deposited into the Note
Distribution 

  

 2 








 
Account on the related Distribution Date (excluding amounts to be drawn under the Insurance Policy) and (ii) Additional Funds Available, if any, for the
Distribution Date. 
 “Insured Payment” means (a) as of any Distribution Date, any Deficiency Amount and (b) any
Preference Amount. 
 “Notice” means the telephonic or telegraphic notice, promptly confirmed in writing by facsimile
substantially in the form of Exhibit A attached hereto, the original of which is subsequently delivered by registered or certified mail, from the Trustee specifying the Insured Payment which shall be due and owing on the applicable Distribution
Date. 
 “Owner” means each Note Owner (as defined in the Agreement) who, on the applicable Payment Date, is entitled under
the terms of the applicable Obligations to payment thereunder. 
 “Preference Amount” means any amount previously
distributed to an Owner on the Obligations that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time in accordance with
a final nonappealable order of a court having competent jurisdiction. 
 Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of execution of this Policy, without giving effect to any subsequent amendment to or modification of the Agreement unless such amendment or modification has been approved in
writing by the Insurer. 
 Any notice hereunder or service of process on the Fiscal Agent may be made at the address listed below for the
Fiscal Agent or such other address as the Insurer shall specify in writing to the Trustee. 
 The notice address of the Fiscal Agent is
15th Floor, 61 Broadway, New York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such other
address as the Fiscal Agent shall specify to the Trustee in writing. 
 THIS POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 
 The insurance
provided by 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 cancelable for any reason. The premium on this Policy is not refundable for any reason, including payment, or provision being made for payment, prior to maturity of the Obligations. 
  

 3 








 IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested this 18th day of May
2006. 
  

			
	MBIA INSURANCE CORPORATION
		
	By	 	/s/ Neil G. Budnick
		 	President


  

			
	Attest:
		
	By	 	/s/ Stephanie Taylor Ciavarello
		 	Assistant Secretary


  

 4 








 EXHIBIT A 
 TO NOTE GUARANTY INSURANCE 
 POLICY NUMBER: 47966 
 NOTICE UNDER NOTE GUARANTY 
 INSURANCE POLICY NUMBER: 47966 
 U.S. Bank Trust National Association, as Fiscal Agent 
     for MBIA Insurance Corporation 
 15th Floor 
 61 Broadway 
 New York, NY 10006 
 Attention: Municipal Registrar and 
     Paying Agency 
 MBIA Insurance Corporation 
 113 King Street 
 Armonk, NY 10504 
 The undersigned, a duly authorized officer of [NAME OF TRUSTEE] as Trustee (the “Trustee”), hereby certifies to U.S.
Bank Trust, National Association, (the “Fiscal Agent”) and MBIA Insurance Corporation (the “Insurer”), with reference to Note Guaranty Insurance Policy Number: 47966 (the “Policy”) issued by the Insurer in respect of
the AmeriCredit Automobile Receivables Trust 2006-R-M Automobile Receivables Backed Notes $448,000,000 Class A-1 Notes, $552,000,000 Class A-2 Notes, $200,000,000 Class A-3 Notes, (the “Obligations”), that: 
 (a) the Trustee is the Trustee under the Indenture dated as of May 10, 2006 among AmeriCredit Automobile Receivables Trust 2006-R-M,
as Issuer and Wells Fargo Bank, N.A. as Trustee and as Trust Collateral Agent; 
 (b) the amount under clause (a)(i) of the
definition of Deficiency Amount for the Distribution Date occurring on [            ] (the “Applicable Distribution Date”) is
$[            ]; 
 (c) the amount under clause
(a)(ii) of the definition of Deficiency Amount for the Applicable Distribution Date is $[            ]; 
 (d) the amount under clause (a)(iii) of the definition of Deficiency Amount for the Applicable Distribution Date is
$[            ]; 
 (e) the amount under clause
(b)(i) of the definition of Deficiency Amount for the Applicable Distribution Date is $[            ]; 
 (f) the amount under clause (b)(ii) of the definition of Deficiency Amount for the Applicable Distribution Date is
$[            ]; 
  

 5 








 (g) the excess of (1) the sum of the amounts listed in paragraphs (b), (c) and
(d) above over (2) the sum of the amounts listed in paragraphs (e) and (f) above, as of the date of this Notice, is $[            ] (the “Deficiency
Amount”); 
 (h) the amount of previously distributed payments on the Obligations that is recoverable and sought to be
recovered as a voidable preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction is
$[            ] (the “Preference Amount”); 
 (i) the total Insured Payment due is $[            ], which amount equals the sum of the Deficiency Amount and the Preference Amount; 
 (j) the Trustee is making a claim under and pursuant to the terms of the Policy for the dollar amount of the Insured Payment set forth in
(e) above to be applied to the payment of the Deficiency Amount for the Applicable Distribution Date in accordance with the Agreement and for the dollar amount of the Insured Payment set forth in (f) above to be applied to the payment of
any Preference Amount; and 
 (k) the Trustee directs that payment of the Insured Payment be made to the following account by
bank wire transfer of federal or other immediately available funds in accordance with the terms of the Policy: [TRUSTEE’S ACCOUNT NUMBER]. 
 Any capitalized term used in this Notice and not otherwise defined herein shall have the meaning assigned thereto in the Policy. 
 Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or Other Person Files An Application For Insurance Or Statement Of Claim Containing Any Materially False Information, Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such Violation.

 IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice under the Policy as of the
[    ] day of [            ], [    ]. 
  

			
	[NAME OF TRUSTEE], as Trustee
		
	By	 	  
	Title	 	  


  

 6