exv10w6



 





Exhibit 10.6









NOTE GUARANTY INSURANCE POLICY




POLICY NUMBER: 499011




	 	 	 
	OBLIGATIONS:

	 	AmeriCredit Automobile Receivables Trust 2007-C-M

Automobile Receivables Backed Notes

$273,000,000 Class A-1 Notes

$370,000,000 Class A-2 Notes

$175,000,000 Class A-3-A Notes

$271,000,000 Class A-3-B Notes

$150,000,000 Class A-4-A Notes

$261,000,000 Class A-4-B 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 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
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 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 July 18, 2007 among AmeriCredit Automobile
Receivables Trust 2007-C-M, as Issuer and Wells Fargo Bank, National Association, as Trustee and
Trust Collateral Agent, and the Sale and Servicing Agreement dated as of July 18, 2007 among
AmeriCredit Automobile Receivables Trust 2007-C-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



2









 






 




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, (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 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.



3









 




 




     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.



4









 




 




     IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested this
26th day of July 2007.



	 	 	 	 	 
	 	MBIA INSURANCE CORPORATION

 	 
	 	By  	/s/ Gary C. Dunton
 	 
	 	 	President 	 
	 	 	 	 
	 
	 	Attest:

 	 
	 	By  	/s/ Stephanie Taylor Ciavarello
 	 
	 	 	Assistant Secretary 	 
	 	 	 	 
	 




5









 




 




EXHIBIT A




TO NOTE GUARANTY INSURANCE

POLICY NUMBER: 499011




NOTICE UNDER NOTE GUARANTY

INSURANCE POLICY NUMBER: 499011




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: 499011 (the
“Policy”) issued by the Insurer in respect of the AmeriCredit Automobile Receivables Trust 2007-C-M
Automobile Receivables Backed Notes $273,000,000 Class A-1 Notes, $370,000,000 Class A-2 Notes,
$175,000,000 Class A-3-A Notes, $271,000,000 Class A-3-B Notes, $150,000,000 Class A-4-A Notes and
$261,000,000 Class A-4-B Notes (the “Obligations”), that:





     (a) the Trustee is the Trustee under the Indenture dated as of July 18, 2007 among
AmeriCredit Automobile Receivables Trust 2007-C-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 $[                    ];




     (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.



2









 




 




     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
	 	 

	 	 
	 

	 	 	 	 

	 	 







3