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 | 2006 |
Insurance Agreement
Insurance Agreement (140K)
Doc #1722102: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-R-M,
as Issuer
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually, as Custodian and as Servicer
AFS SENSUB CORP.,
as Seller
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer
INSURANCE AGREEMENT
$1,200,000,000
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 . . .
1722102
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________
Citibank, N.A. – office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is
2
announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days, calculating the actual number of days elapsed. In no event shall _____________
dt 1480293
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________
dt 1518286
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities and Exchange Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any _____________
AmeriCredit Corp. – Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances.
_____________
AmeriCredit Corp. – results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fiscal Agent means the _____________
AmeriCredit Corp. – the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian or the Trust, as applicable.
(g) Financial Statements. The Financial Statements of AmeriCredit Corp. , copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all _____________
AmeriCredit Corp. – are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp. , as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as _____________
dt 1548715
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended or supplemented, and any replacement warehouse facility.
Moodys means Moodys Investors Service, Inc., a Delaware corporation, and any successor thereto, and, if such corporation shall for any _____________
dt 1374852
;
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Insurance Agreement
Insurance Agreement (140K)
Doc #1740724: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-R-M,
as Issuer
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually, as Custodian and as Servicer
AFS SENSUB CORP.,
as Seller
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer
INSURANCE AGREEMENT
$1,200,000,000
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 . . .
1740724
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________
Citibank, N.A. – office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is
2
announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days, calculating the actual number of days elapsed. In no event shall _____________
dt 1480360
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________
dt 1518740
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities and Exchange Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any _____________
AmeriCredit Corp. – Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances.
_____________
AmeriCredit Corp. – results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fiscal Agent means the _____________
AmeriCredit Corp. – the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian or the Trust, as applicable.
(g) Financial Statements. The Financial Statements of AmeriCredit Corp. , copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all _____________
AmeriCredit Corp. – are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp. , as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as _____________
dt 1548718
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended or supplemented, and any replacement warehouse facility.
Moodys means Moodys Investors Service, Inc., a Delaware corporation, and any successor thereto, and, if such corporation shall for any _____________
dt 1374860
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (154K)
Doc #1841028: Click preview link for longer preview.
,
as Insurer
UPFC AUTO RECEIVABLES TRUST 2006- ,
as Issuing Entity
UNITED AUTO CREDIT CORPORATION,
Individually and as Servicer
UPFC AUTO RECEIVABLES CORP.,
as Seller,
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer,
INSURANCE AGREEMENT . . .
1841028
|
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – evidence or perfect the security interest of the Trust Collateral Agent for the benefit of the Trust Secured Parties.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________
dt 1519211
;
|
Deutsche Bank
As referenced in this Insurance Agreement:
Deutsche Bank Securities Inc – Trust Indenture Act means the Trust Indenture Act of 1939, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
6
Underwriter means Deutsche Bank Securities Inc .
Underwriting Agreement means the Underwriting Agreement between the Underwriter and the Seller with respect to the offer and sale of the Obligations, as the same may be amended from _____________
dt 1378299
;
DB Trust
As referenced in this Insurance Agreement:
DEUTSCHE BANK TRUST CO – OF INSURANCE AGREEMENT
Exhibit 10.2
,
as Insurer
UPFC AUTO RECEIVABLES TRUST 2006- ,
as Issuing Entity
UNITED AUTO CREDIT CORPORATION,
Individually and as Servicer
UPFC AUTO RECEIVABLES CORP.,
as Seller,
DEUTSCHE BANK TRUST CO MPANY AMERICAS
as Indenture Trustee, Trust Collateral Agent, Collateral Agent and Backup Servicer,
INSURANCE AGREEMENT
$
UPFC Auto Receivables Trust 2006-
Automobile Receivables Backed Notes
$ Class A-1 Notes
$ Class A- _____________
DEUTSCHE BANK TRUST CO – as Servicer under the Sale and Servicing Agreement described below (together with its permitted successors and assigns, the Servicer), UPFC AUTO RECEIVABLES CORP., as Seller (the Seller), (the Insurer) and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as Indenture Trustee (in such capacity, the Trustee), Trust Collateral Agent (in such capacity, the Trust Collateral Agent ), Collateral Agent (in such capacity, the Collateral Agent) and as _____________
Deutsche Bank Trust Co – such Person.
Code means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
Collateral Agent means Deutsche Bank Trust Co mpany Americas, a New York banking corporation, as collateral agent under the Spread Account Agreement, and any successor to the collateral agent under the Spread Account Agreement.
Commission means the _____________
Deutsche Bank Trust Co – 2006 between the Seller and the Owner Trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof.
Trust Collateral Agent means Deutsche Bank Trust Co mpany Americas, a New York banking corporation, as trust collateral agent under the Indenture, and any successor to the Trust Collateral Agent under the Indenture.
Trustee means Deutsche Bank Trust _____________
Deutsche Bank Trust Co – Deutsche Bank Trust Company Americas, a New York banking corporation, as trust collateral agent under the Indenture, and any successor to the Trust Collateral Agent under the Indenture.
Trustee means Deutsche Bank Trust Co mpany Americas, a New York banking corporation, as Trustee under the Indenture, and any successor Trustee under the Indenture.
Trust Indenture Act means the Trust Indenture Act of 1939, including, _____________
dt 1391480
|
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 | 2006 |
Insurance Agreement
Insurance Agreement (135K)
Doc #2201419: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
UPFC AUTO RECEIVABLES TRUST 2006-A,
as Issuer
UNITED AUTO CREDIT CORPORATION,
Individually and as Servicer
UPFC AUTO RECEIVABLES CORP.,
as Seller
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee, as Trust Collateral Agent, as Collateral Agent, and as Backup Servicer
INSURANCE AGREEMENT
UPFC Auto Receivables Trust 2006-A
Class A-1 Notes, Class A-2 Notes and Class A-3 Notes
Dated as of June 15, 2006
TABLE OF CONTENTS
. . .
2201419
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 2%. The Late Payment Rate shall be computed on the basis of a year of 365 days, calculating the actual number of days elapsed. In no event shall _____________
dt 1481424
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – 7 or Chapter 13 proceeding under the Bankruptcy Code that are more than 120 days past due.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to _____________
dt 1520245
;
|
DB Trust
As referenced in this Insurance Agreement:
DEUTSCHE BANK TRUST CO – EXECUTION COPY
MBIA INSURANCE CORPORATION,
as Insurer
UPFC AUTO RECEIVABLES TRUST 2006-A,
as Issuer
UNITED AUTO CREDIT CORPORATION,
Individually and as Servicer
UPFC AUTO RECEIVABLES CORP.,
as Seller
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Trustee, as Trust Collateral Agent, as Collateral Agent, and as Backup Servicer
INSURANCE AGREEMENT
UPFC Auto Receivables Trust 2006-A
Class A-1 Notes, Class A-2 _____________
DEUTSCHE BANK TRUST CO – in its capacity as Servicer under the Sale and Servicing Agreement described below (together with its permitted successors and assigns, the Servicer), MBIA INSURANCE CORPORATION, as Insurer (the Insurer), and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as Trustee (the Trustee), as Trust Collateral Agent (the Trust Collateral Agent), as Collateral Agent (the Collateral Agent), and as Backup Servicer (the Backup Servicer).
WHEREAS, the Indenture _____________
Deutsche Bank Trust Co – traded company.
Code means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
Collateral Agent means Deutsche Bank Trust Co mpany Americas, a national banking association, as collateral agent under the Spread Account Agreement, and any successor to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities _____________
Deutsche Bank Trust Co – Wells Fargo Delaware Trust Company, as Owner Trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof.
Trust Collateral Agent means Deutsche Bank Trust Co mpany Americas, a New York banking corporation, as trust collateral agent under the Indenture, and any successor to the Trust Collateral Agent under the Indenture.
Trustee means Deutsche Bank Trust _____________
Deutsche Bank Trust Co – Deutsche Bank Trust Company Americas, a New York banking corporation, as trust collateral agent under the Indenture, and any successor to the Trust Collateral Agent under the Indenture.
Trustee means Deutsche Bank Trust Co mpany Americas, as Trustee under the Indenture, and any successor Trustee under the Indenture.
Trust Indenture Act means the Trust Indenture Act of 1939, including, unless the context otherwise requires, _____________
dt 1391803
;
United PanAm
As referenced in this Insurance Agreement:
United PanAm Financial Corp. – as a result of which Guillermo Bron ceases to own, hold or Control more than 25 percent of the voting interests in UPFC or any of its Affiliates or (ii) United PanAm Financial Corp. ceases to be a publicly traded company.
Code means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from _____________
dt 1541834
|
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 | 2003 |
Insurance Agreement
Insurance Agreement (129K)
Doc #2353208: Click preview link for longer preview.
AMBAC ASSURANCE CORPORATION,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
as Servicer
CAPITAL ONE AUTO FINANCE, INC.,
as Transferor
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2003-A,
as Issuer
. . .
2353208
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations
thereunder, as amended.
"Issuer" means Capital One Auto Finance Trust 2003-A.
"Late Payment Rate" means the rate of interest as it is publicly
announced by Citibank, N.A. at its principal office in New York, New York as its
prime rate (any change in such prime rate of interest to be effective on the
date such change _____________
Citibank, N.A. – principal office in New York, New York as its
prime rate (any change in such prime rate of interest to be effective on the
date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate
shall be computed on the basis of a year of 365 days calculating the actual
number of days elapsed. In no event shall _____________
dt 1481768
;
ISDA
As referenced in this Insurance Agreement:
ISDA – the
functions of a securities rating agency, "S&P" shall be deemed to refer to any
other nationally recognized rating agency designated by the Note Insurer.
"Swap Agreement" means the ISDA Master Agreement dated as of June 3,
2003 between the Issuer, and the Swap Provider, the Schedule thereto and the
Confirmations bearing Reference Nos. 348334 and 348349 dated June _____________
dt 1604150
;
|
Deutsche Bank
As referenced in this Insurance Agreement:
Deutsche
Bank Securities Inc – notes thereto which have been provided to the Note
Insurer.
"Indemnification Agreement" means that certain Indemnification
Agreement dated as of June 3, 2003, by and among the Note Insurer, and Deutsche
Bank Securities Inc . and Lehman Brothers Inc. as Representatives of the several
Underwriters (as defined therein).
"Indenture" means that certain Indenture dated as of June 3, 2003,
between the Issuer and the _____________
Deutsche Bank Securities Inc – Final Prospectus Supplement dated May 16, 2003 to the Prospectus dated May 14,
2003, each relating to the sale of the Class A Notes on the Closing Date.
"Representative" means Deutsche Bank Securities Inc ., as representative
for the Underwriters.
"Securities Act" means the Securities Act of 1933, including, unless
the context otherwise requires, the rules and regulations thereunder, as amended
from time to _____________
Deutsche Bank Securities Inc – DE 19890
Attention: Corporate Trust Administration-Capital
One Auto Finance Trust 2003-A
Facsimile: (302) 651-8653
Confirmation: (302) 651-8882
37
{PAGE}
(g) To the Representative of the Underwriters:
Deutsche Bank Securities Inc .
M/S NYC60-1900
60 Wall Street, 19th Floor
New York, NY 10005
Attention: Structured Products Group
Facsimile: ________________
Confirmation: _____________
A party may specify an additional or different _____________
dt 1576861
;
JPMorgan Chase
As referenced in this Insurance Agreement:
JPMORGAN CHASE BANK, – ONE AUTO FINANCE, INC.,
as Servicer
CAPITAL ONE AUTO FINANCE, INC.,
as Transferor
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2003-A,
as Issuer
and
JPMORGAN CHASE BANK,
as Indenture Trustee
INSURANCE AGREEMENT
$1,125,000,000
Capital One Auto Finance Trust 2003-A
Asset Backed Notes, Series 2003-A
Class A-1 Notes, Class A-2 _____________
JPMORGAN CHASE BANK – CAPITAL ONE AUTO FINANCE, INC., as Transferor (the "Transferor"),
CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the "Seller"), CAPITAL ONE AUTO
FINANCE TRUST 2003-A, as Issuer (the "Issuer") and JPMORGAN CHASE BANK in its
capacity as indenture trustee (the "Indenture Trustee").
WHEREAS, the Indenture Trustee is authenticating $1,125,000,000 principal
amount of the Capital One Auto Finance Trust 2003-A, _____________
JPMorgan Chase Bank
– Director of Securitization
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
With a copy to Legal Department
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
(e) To the Indenture Trustee:
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: Institutional Trust Services-Capital One
Auto Finance 2003-A
Facsimile: (212) 623-5932
Confirmation: (212) 623- _____________
dt 1596317
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2542638: Click preview link for longer preview.
INSURANCE AGREEMENT Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G, as Issuer,
AFS SENSUB CORP., as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
AmeriCredit Automobile Receivables Trust 2006-B-G Asset Backed Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
2542638
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – amended from time to time.
Late Payment Rate means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus _____________
Citibank, N.A. – time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A. ), plus 3% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting _____________
dt 1616747
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – the policies and procedures set forth on Schedule C to the Sale and Servicing Agreement, and any amendments thereto.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto.
Spread Account means the account designated as such, established and maintained pursuant to the Spread Account Agreement.
7
Spread Account Agreement means the Spread Account _____________
dt 1624368
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – a Business Day, the immediately following Business Day, commencing October 6, 2006.
Event of Default has the meaning specified in Section 5.01 hereof.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fitch means Fitch Inc., _____________
AmeriCredit Corp. – be provided to the Insurer the following:
(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp. , the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in _____________
AmeriCredit Corp. – Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp. , and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders equity and cash flows for such fiscal _____________
AmeriCredit Corp. – respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp. s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(i) hereof.
(ii) Quarterly Financial Statements. As soon as _____________
AmeriCredit Corp. – i) hereof.
(ii) Quarterly Financial Statements. As soon as available, and in any event within 90 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp. , the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in _____________
dt 1633358
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended, restated or supplemented, and any replacement warehouse facility.
Material Adverse Effect means, with respect to any event or circumstance, a material adverse effect on (a) the business, _____________
dt 1575808
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2542679: Click preview link for longer preview.
INSURANCE AGREEMENT Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G, as Issuer,
AFS SENSUB CORP., as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
AmeriCredit Automobile Receivables Trust 2006-B-G Asset Backed Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
2542679
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – amended from time to time.
Late Payment Rate means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus _____________
Citibank, N.A. – time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A. ), plus 3% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting _____________
dt 1616748
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – the policies and procedures set forth on Schedule C to the Sale and Servicing Agreement, and any amendments thereto.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto.
Spread Account means the account designated as such, established and maintained pursuant to the Spread Account Agreement.
7
Spread Account Agreement means the Spread Account _____________
dt 1624370
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – a Business Day, the immediately following Business Day, commencing October 6, 2006.
Event of Default has the meaning specified in Section 5.01 hereof.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fitch means Fitch Inc., _____________
AmeriCredit Corp. – be provided to the Insurer the following:
(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp. , the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in _____________
AmeriCredit Corp. – Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp. , and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders equity and cash flows for such fiscal _____________
AmeriCredit Corp. – respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp. s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(i) hereof.
(ii) Quarterly Financial Statements. As soon as _____________
AmeriCredit Corp. – i) hereof.
(ii) Quarterly Financial Statements. As soon as available, and in any event within 90 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp. , the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in _____________
dt 1633359
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended, restated or supplemented, and any replacement warehouse facility.
Material Adverse Effect means, with respect to any event or circumstance, a material adverse effect on (a) the business, _____________
dt 1575809
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2550391: Click preview link for longer preview.
INSURANCE AGREEMENT Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G, as Issuer,
AFS SENSUB CORP., as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
AmeriCredit Automobile Receivables Trust 2006-B-G Asset Backed Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
2550391
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – amended from time to time.
Late Payment Rate means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus _____________
Citibank, N.A. – time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A. ), plus 3% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting _____________
dt 1616789
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – the policies and procedures set forth on Schedule C to the Sale and Servicing Agreement, and any amendments thereto.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto.
Spread Account means the account designated as such, established and maintained pursuant to the Spread Account Agreement.
7
Spread Account Agreement means the Spread Account _____________
dt 1624438
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – a Business Day, the immediately following Business Day, commencing October 6, 2006.
Event of Default has the meaning specified in Section 5.01 hereof.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fitch means Fitch Inc., _____________
AmeriCredit Corp. – be provided to the Insurer the following:
(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp. , the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in _____________
AmeriCredit Corp. – Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp. , and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders equity and cash flows for such fiscal _____________
AmeriCredit Corp. – respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp. s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(i) hereof.
(ii) Quarterly Financial Statements. As soon as _____________
AmeriCredit Corp. – i) hereof.
(ii) Quarterly Financial Statements. As soon as available, and in any event within 90 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp. , the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in _____________
dt 1633360
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended, restated or supplemented, and any replacement warehouse facility.
Material Adverse Effect means, with respect to any event or circumstance, a material adverse effect on (a) the business, _____________
dt 1650282
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2552989: Click preview link for longer preview.
INSURANCE AGREEMENT Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G, as Issuer,
AFS SENSUB CORP., as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
AmeriCredit Automobile Receivables Trust 2006-B-G Asset Backed Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes
2552989
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – amended from time to time.
Late Payment Rate means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus _____________
Citibank, N.A. – time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A. ), plus 3% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting _____________
dt 1616792
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – the policies and procedures set forth on Schedule C to the Sale and Servicing Agreement, and any amendments thereto.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto.
Spread Account means the account designated as such, established and maintained pursuant to the Spread Account Agreement.
7
Spread Account Agreement means the Spread Account _____________
dt 1624445
;
|
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – a Business Day, the immediately following Business Day, commencing October 6, 2006.
Event of Default has the meaning specified in Section 5.01 hereof.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fitch means Fitch Inc., _____________
AmeriCredit Corp. – be provided to the Insurer the following:
(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp. , the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in _____________
AmeriCredit Corp. – Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp. , and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders equity and cash flows for such fiscal _____________
AmeriCredit Corp. – respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp. s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(i) hereof.
(ii) Quarterly Financial Statements. As soon as _____________
AmeriCredit Corp. – i) hereof.
(ii) Quarterly Financial Statements. As soon as available, and in any event within 90 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp. , the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in _____________
dt 1633361
;
Bank One
As referenced in this Insurance Agreement:
Bank One, NA – 5, 2003, among AmeriCredit Master Trust, a Delaware statutory trust, AmeriCredit Funding Corp. VII, a Delaware corporation, AmeriCredit and JP Morgan Chase Bank, N.A. (as successor in interests to Bank One, NA ) as amended, restated or supplemented, and any replacement warehouse facility.
Material Adverse Effect means, with respect to any event or circumstance, a material adverse effect on (a) the business, _____________
dt 1650283
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (131K)
Doc #2649799: Click preview link for longer preview.
FINANCIAL GUARANTY INSURANCE COMPANY,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes and Class A-4 Notes
Dated as of November 22, 2006
TABLE OF CONTENTS
. . .
2649799
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-C.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall _____________
dt 1675895
;
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of November 22, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmations bearing Reference Nos. 1620934 and 1620935 dated November _____________
dt 1670893
;
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of November 14, 2006, by and among the Note Insurer and Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Representatives of the several Underwriters.
Indenture means that certain Indenture dated as of November 22, 2006, _____________
Banc of America Securities LLC – 506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Representatives means Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC, as representatives of the Underwriters.
Reserve Account Increase Condition means:
(i) the occurrence of one or both _____________
Banc of America Securities LLC – DE 19890-0001
Attention: Corporate Trust Administration-Capital One Auto Finance Trust 2006-C
Facsimile: (302) 636-4144
Confirmation: (302) 636-6188
45
(g)
To the Representatives of the Underwriters:
Banc of America Securities LLC
NC1-027-21-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street, 10th Floor
New York, NY _____________
dt 1689231
;
BNY
As referenced in this Insurance Agreement:
BANK OF NEW YORK – as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class _____________
BANK OF NEW YORK, – capacity (COAF) and as the Servicer (the Servicer), , CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2006-C, as Issuer (the Issuer) and THE BANK OF NEW YORK, in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $1,750,000,000 principal amount of the Capital One Auto Finance Trust 2006- _____________
Bank of New York – the actual knowledge of senior management of the Note Insurer, neither the Note Insurer nor FGIC Corporation indirectly controls, is indirectly controlled by or is under common control with The Bank of New York (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee or Wachovia Bank, National Association (the Swap Counterparty).
(k) Note Insurers Accountants. As of the Closing Date and as of _____________
Bank of New York – Capital Markets
Facsimile: (804) 290-6666
Confirmation: (804) 290-6736
With a copy to Legal Department
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
(e)
To the Indenture Trustee:
The Bank of New York
101 Barclay Street, 4 West
New York, New York 10286
Attention: Corporate Trust Administration -Capital
One Auto Finance Trust 2006-C
Facsimile: (212) 815-8093
Confirmation: (212) 815-8176
( _____________
BANK OF NEW YORK, – WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture
Trustee
By:
/s/ Derick Cividini
Name:
Derick Cividini
Title:
Trust Officer _____________
dt 1694898
;
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 | 2006 |
Insurance Agreement
Insurance Agreement (131K)
Doc #2661259: Click preview link for longer preview.
FINANCIAL GUARANTY INSURANCE COMPANY,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes and Class A-4 Notes
Dated as of November 22, 2006
TABLE OF CONTENTS
. . .
2661259
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-C.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change _____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall _____________
dt 1675926
;
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of November 22, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmations bearing Reference Nos. 1620934 and 1620935 dated November _____________
dt 1670905
;
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of November 14, 2006, by and among the Note Insurer and Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Representatives of the several Underwriters.
Indenture means that certain Indenture dated as of November 22, 2006, _____________
Banc of America Securities LLC – 506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Representatives means Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC, as representatives of the Underwriters.
Reserve Account Increase Condition means:
(i) the occurrence of one or both _____________
Banc of America Securities LLC – DE 19890-0001
Attention: Corporate Trust Administration-Capital One Auto Finance Trust 2006-C
Facsimile: (302) 636-4144
Confirmation: (302) 636-6188
45
(g)
To the Representatives of the Underwriters:
Banc of America Securities LLC
NC1-027-21-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street, 10th Floor
New York, NY _____________
dt 1689293
;
BNY
As referenced in this Insurance Agreement:
BANK OF NEW YORK – as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class _____________
BANK OF NEW YORK, – capacity (COAF) and as the Servicer (the Servicer), , CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2006-C, as Issuer (the Issuer) and THE BANK OF NEW YORK, in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $1,750,000,000 principal amount of the Capital One Auto Finance Trust 2006- _____________
Bank of New York – the actual knowledge of senior management of the Note Insurer, neither the Note Insurer nor FGIC Corporation indirectly controls, is indirectly controlled by or is under common control with The Bank of New York (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee or Wachovia Bank, National Association (the Swap Counterparty).
(k) Note Insurers Accountants. As of the Closing Date and as of _____________
Bank of New York – Capital Markets
Facsimile: (804) 290-6666
Confirmation: (804) 290-6736
With a copy to Legal Department
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
(e)
To the Indenture Trustee:
The Bank of New York
101 Barclay Street, 4 West
New York, New York 10286
Attention: Corporate Trust Administration -Capital
One Auto Finance Trust 2006-C
Facsimile: (212) 815-8093
Confirmation: (212) 815-8176
( _____________
BANK OF NEW YORK, – WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture
Trustee
By:
/s/ Derick Cividini
Name:
Derick Cividini
Title:
Trust Officer _____________
dt 1695155
;
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Full Doc
 | 2007 |
Insurance Agreement
Insurance Agreement (127K)
Doc #2862789: Click preview link for longer preview.
INSURANCE AGREEMENT
among
MBIA INSURANCE CORPORATION,
as Note Insurer,
CAPITAL ONE AUTO FINANCE, INC.,
in its individual capacity and as Servicer,
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller,
CAPITAL ONE AUTO FINANCE TRUST 2007-B,
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
$2,000,000,000
Capital One Auto Finance Trust 2007-B
Asset Backed Notes, Series 2007-B
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes, and Class A-4 Notes
Dated as of May 10, 2007 . . .
2862789
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – Company
1100 North Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration
Capital One Auto Finance Trust 2007-B
Facsimile: (302) 636-4140
Confirmation: (302) 636-6188
To the Underwriters:
Banc of America Securities LLC , as Representative of the several Underwriters
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255
Attention: Jim Mackey
Facsimile: (704) 386-2731
Confirmation: (704) 388-2308
Credit Suisse Securities ( _____________
dt 1706621
;
DB Trust
As referenced in this Insurance Agreement:
DEUTSCHE BANK TRUST CO – Insurer,
CAPITAL ONE AUTO FINANCE, INC.,
in its individual capacity and as Servicer,
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller,
CAPITAL ONE AUTO FINANCE TRUST 2007-B,
as Issuer
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Indenture Trustee
$2,000,000,000
Capital One Auto Finance Trust 2007-B
Asset Backed Notes, Series 2007-B
Class A-1 Notes, Class A-2 Notes,
_____________
DEUTSCHE BANK TRUST CO – Purchase Agreement (COAF) and as the Servicer (the Servicer), CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2007-B, as Issuer (the Issuer), and DEUTSCHE BANK TRUST CO MPANY AMERICAS in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $2,000,000,000 principal amount of the Capital One Auto Finance Trust _____________
Deutsche Bank Trust Co – a Material Adverse Change with respect to the Insurer.
(j) No Affiliations. There are no affiliations relating to the Note Insurer and any of the following parties or their affiliates: Deutsche Bank Trust Co mpany Americas (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee) or Credit Suisse International (the Swap Counterparty).
(k) As of the Closing Date and as of each date that _____________
Deutsche Bank Trust Co – a copy to:
Capital One Auto Receivables, LLC
1680 Capital One Drive
McLean, VA 22102
Attention: Legal Department
Facsimile: (703) 720-2121
Confirmation: (703) 720-1000
To the Indenture Trustee:
Deutsche Bank Trust Co mpany Americas
60 Wall Street, 26th Floor
New York, NY 10005
Attention: Structured Finance Services
Capital One 2007B
Facsimile: (212) 253-2462
Confirmation: (212) 250-3082
To the Issuer:
Capital _____________
DEUTSCHE BANK TRUST CO – in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
[CAPITAL ONE AUTO FINANCE TRUST 2007-B
INSURANCE AGREEMENT SIGNATURE PAGE]
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
not in its individual capacity but solely as Indenture Trustee
By:
/s/ Aranka R. Paul
Name:
Aranka R. Paul
Title:
Assistant Vice President
By:
/s/ Irene Siegel
Name:
_____________
dt 1720428
;
|
Dechert
As referenced in this Insurance Agreement:
Dechert – delivered to the Underwriters or the Initial Purchaser pursuant to the Underwriting Agreement or the Note Purchase Agreement, as the case may be, other than the negative assurance letters of Dechert LLP, counsel to the Underwriters and the Initial Purchaser and Mayer, Brown, Rowe & Maw LLP, counsel to the COAF Companies.
(o) Conform to Documents. The Note Insurer and its _____________
dt 1729626
;
Kutak Rock
As referenced in this Insurance Agreement:
Kutak Rock – sponsors, depositors or issuing entitys responsibility for the timely delivery of financial information under Item 1114(b)(2) of Regulation AB. The term Opinion of Counsel means the opinion of Kutak Rock LLP or another nationally recognized securitization counsel to MBIA reasonably acceptable to COAF.
ARTICLE V
DEFAULTS; REMEDIES
Section 5.01. Defaults. The occurrence of any of the following events _____________
dt 1702816
|
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Full Doc
 | 2007 |
Insurance Agreement
Insurance Agreement (127K)
Doc #2862811: Click preview link for longer preview.
INSURANCE AGREEMENT
among
MBIA INSURANCE CORPORATION,
as Note Insurer,
CAPITAL ONE AUTO FINANCE, INC.,
in its individual capacity and as Servicer,
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller,
CAPITAL ONE AUTO FINANCE TRUST 2007-B,
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
$2,000,000,000
Capital One Auto Finance Trust 2007-B
Asset Backed Notes, Series 2007-B
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes, and Class A-4 Notes
Dated as of May 10, 2007 . . .
2862811
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – Company
1100 North Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration
Capital One Auto Finance Trust 2007-B
Facsimile: (302) 636-4140
Confirmation: (302) 636-6188
To the Underwriters:
Banc of America Securities LLC , as Representative of the several Underwriters
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255
Attention: Jim Mackey
Facsimile: (704) 386-2731
Confirmation: (704) 388-2308
Credit Suisse Securities ( _____________
dt 1706623
;
DB Trust
As referenced in this Insurance Agreement:
DEUTSCHE BANK TRUST CO – Insurer,
CAPITAL ONE AUTO FINANCE, INC.,
in its individual capacity and as Servicer,
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller,
CAPITAL ONE AUTO FINANCE TRUST 2007-B,
as Issuer
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Indenture Trustee
$2,000,000,000
Capital One Auto Finance Trust 2007-B
Asset Backed Notes, Series 2007-B
Class A-1 Notes, Class A-2 Notes,
_____________
DEUTSCHE BANK TRUST CO – Purchase Agreement (COAF) and as the Servicer (the Servicer), CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2007-B, as Issuer (the Issuer), and DEUTSCHE BANK TRUST CO MPANY AMERICAS in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $2,000,000,000 principal amount of the Capital One Auto Finance Trust _____________
Deutsche Bank Trust Co – a Material Adverse Change with respect to the Insurer.
(j) No Affiliations. There are no affiliations relating to the Note Insurer and any of the following parties or their affiliates: Deutsche Bank Trust Co mpany Americas (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee) or Credit Suisse International (the Swap Counterparty).
(k) As of the Closing Date and as of each date that _____________
Deutsche Bank Trust Co – a copy to:
Capital One Auto Receivables, LLC
1680 Capital One Drive
McLean, VA 22102
Attention: Legal Department
Facsimile: (703) 720-2121
Confirmation: (703) 720-1000
To the Indenture Trustee:
Deutsche Bank Trust Co mpany Americas
60 Wall Street, 26th Floor
New York, NY 10005
Attention: Structured Finance Services
Capital One 2007B
Facsimile: (212) 253-2462
Confirmation: (212) 250-3082
To the Issuer:
Capital _____________
DEUTSCHE BANK TRUST CO – in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
[CAPITAL ONE AUTO FINANCE TRUST 2007-B
INSURANCE AGREEMENT SIGNATURE PAGE]
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
not in its individual capacity but solely as Indenture Trustee
By:
/s/ Aranka R. Paul
Name:
Aranka R. Paul
Title:
Assistant Vice President
By:
/s/ Irene Siegel
Name:
_____________
dt 1720433
;
|
Dechert
As referenced in this Insurance Agreement:
Dechert – delivered to the Underwriters or the Initial Purchaser pursuant to the Underwriting Agreement or the Note Purchase Agreement, as the case may be, other than the negative assurance letters of Dechert LLP, counsel to the Underwriters and the Initial Purchaser and Mayer, Brown, Rowe & Maw LLP, counsel to the COAF Companies.
(o) Conform to Documents. The Note Insurer and its _____________
dt 1729628
;
Kutak Rock
As referenced in this Insurance Agreement:
Kutak Rock – sponsors, depositors or issuing entitys responsibility for the timely delivery of financial information under Item 1114(b)(2) of Regulation AB. The term Opinion of Counsel means the opinion of Kutak Rock LLP or another nationally recognized securitization counsel to MBIA reasonably acceptable to COAF.
ARTICLE V
DEFAULTS; REMEDIES
Section 5.01. Defaults. The occurrence of any of the following events _____________
dt 1702817
|
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 | 2007 |
Coinsurance Agreement
Coinsurance Agreement (93K)
Doc #2888698: Click preview link for longer preview.
COINSURANCE AGREEMENT
between the
AETNA LIFE INSURANCE AND ANNUITY COMPANY
(referred to as the Company)
and
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(referred to as the Reinsurer)
Dated as of October 1, 1998
INDEX OF SCHEDULES
Schedule 1.1 (A)
Policy Forms
Schedule 1.1 (B)
Separate Account Assets
Schedule 1.1 (C)
Separate Accounts
2888698
| |
Lord Bissell
As referenced in this Coinsurance Agreement:
Lord, Bissell – Farmington Avenue
Hartford, Connecticut 06156
Attention: Chief Financial Officer
With copies (which shall not constitute notice) to:
Aetna Retirement Services, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: General Counsel
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Attention: James R. Dwyer
- 29 -
If to the Reinsurer, to:
The Lincoln National Life Insurance Company
1300 South Clinton
P. _____________
dt 1713139
|
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Full Doc
 | 2007 |
Coinsurance Agreement
Coinsurance Agreement (93K)
Doc #2888699: Click preview link for longer preview.
COINSURANCE AGREEMENT
between the
AETNA LIFE INSURANCE AND ANNUITY COMPANY
(referred to as the Company)
and
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
(referred to as the Reinsurer)
Dated as of October 1, 1998
INDEX OF SCHEDULES
Schedule 1.1 (A)
Policy Forms
Schedule 1.1 (B)
Separate Account Assets
Schedule 1.1 (C)
Separate Accounts
Schedule 1.1 (D)
Third-Party . . .
2888699
| |
Lord Bissell
As referenced in this Coinsurance Agreement:
Lord, Bissell – Farmington Avenue
Hartford, Connecticut 06156
Attention: Chief Financial Officer
With copies (which shall not constitute notice) to:
Aetna Retirement Services, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: General Counsel
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Attention: James R. Dwyer
If to the Reinsurer, to:
Lincoln Life & Annuity Company of New York
120 Madison Street, _____________
dt 1713140
|
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 | 2007 |
Modified Coinsurance Agreement
Modified Coinsurance Agreement (55K)
Doc #2888700: Click preview link for longer preview.
MODIFIED COINSURANCE AGREEMENT
between the
AETNA LIFE INSURANCE AND ANNUITY COMPANY
(referred to as the Company)
and
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(referred to as the Reinsurer)
Dated as of October 1, 1998
INDEX OF SCHEDULES
Schedule 1.1 (A)
Policy Forms
Schedule 1.1 (B)
Separate Account Assets
Schedule 1.1 (C)
Separate Accounts
TABLE . . .
2888700
| |
Lord Bissell
As referenced in this Modified Coinsurance Agreement:
Lord, Bissell – Farmington Avenue
Hartford, Connecticut 06156
Attention: Chief Financial Officer
With copies (which shall not constitute notice) to:
Aetna Retirement Services, Inc.
151 Farmington Avenue Hartford,
Connecticut 06156
Attention: General Counsel
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Attention: James R. Dwyer
21
If to the Reinsurer, to:
The Lincoln National Life Insurance Company
13 00 South Clinton
_____________
dt 1713141
|
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Full Doc
 | 2007 |
Modified Coinsurance Agreement
Modified Coinsurance Agreement (56K)
Doc #2888701: Click preview link for longer preview.
MODIFIED COINSURANCE AGREEMENT
between the
AETNA LIFE INSURANCE AND ANNUITY COMPANY
(referred to as the Company)
and
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
(referred to as the Reinsurer)
Dated as of October 1, 1998
INDEX OF SCHEDULES
Schedule 1.1 (A)
Policy Forms
Schedule 1.1 (B)
Separate Account Assets
Schedule 1.1 (C)
Separate Accounts
TABLE OF . . .
2888701
| |
Lord Bissell
As referenced in this Modified Coinsurance Agreement:
Lord, Bissell – Farmington Avenue
Hartford, Connecticut 06156
Attention: Chief Financial Officer
With copies (which shall not constitute notice) to:
Aetna Retirement Services, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: General Counsel
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Attention: James R. Dwyer
21
If to the Reinsurer, to:
Lincoln Life & Annuity Company of New York
120 Madison _____________
dt 1713142
|
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 | 2007 |
Excess of Loss Reinsurance Contract
Excess of Loss Reinsurance Contract (64K)
Doc #2976804: Click preview link for longer preview.
EXCESS OF LOSS REINSURANCE CONTRACT
EFFECTIVE JANUARY 1, 2007
ISSUED TO
AMERICAN PHYSICIANS INSURANCE EXCHANGE
Austin, Texas
AMERICAN PHYSICIANS INSURANCE EXCHANGE
Excess of Loss Reinsurance Contract
Effective January 1, 2007
ARTICLE 1 BUSINESS REINSURED
1
ARTICLE 2 COVER, LIMIT, AND RETENTION
1
ARTICLE 3 COMMENCEMENT AND TERMINATION
2
ARTICLE 4 TERRITORY
3
ARTICLE 5 WARRANTIES
3
ARTICLE 6 EXCLUSIONS
. . .
2976804
| | |
Full Doc
 | 2007 |
Additional Insured Rider
Additional Insured Rider (22K)
Doc #3204739: This document is immediately available for purchase, but does not have a preview available for viewing.
3204739
| | |
Full Doc
 | 2007 | | | |