<PAGE>

                                                                    EXHIBIT 10.2
                                                                  EXECUTION COPY

                            INDEMNIFICATION AGREEMENT

                                      among

                       FINANCIAL SECURITY ASSURANCE INC.,

                                AFS FUNDING TRUST

                                       and

                          WACHOVIA CAPITAL MARKETS, LLC

                            Dated as of July 11, 2006

       $204,000,000 Class A-1 5.5048% Asset Backed Notes, Series 2006-A-F
        $394,000,000 Class A-2 5.61% Asset Backed Notes, Series 2006-A-F
        $412,000,000 Class A-3 5.56% Asset Backed Notes, Series 2006-A-F
        $340,000,000 Class A-4 5.64% Asset Backed Notes, Series 2006-A-F

<PAGE>

                                TABLE OF CONTENTS

                                                                       PAGE
                                                                       ----
Section 1.  Definitions...............................................   1
Section 2.  Representations, Warranties and Agreements of Financial
            Security..................................................   3
Section 3.  Representations, Warranties and Agreements of the
            Underwriters..............................................   5
Section 4.  Indemnification...........................................   6
Section 5.  Indemnification Procedures................................   7
Section 6.  Contribution..............................................   8
Section 7.  Miscellaneous.............................................   9

EXHIBIT A -- Opinion of Counsel

<PAGE>

                            INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT dated as of July 11, 2006, among FINANCIAL
SECURITY ASSURANCE INC. ("Financial Security"), AFS FUNDING TRUST, (the
"Seller") and WACHOVIA CAPITAL MARKETS, LLC, as the Representative (as defined
below):

     Section 1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings provided below:

     "Agreement" means this Indemnification Agreement, as amended from time to
time.

     "Closing Date" means July 20, 2006.

     "Federal Securities Laws" means the Securities Act, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
1940, the Investment Advisers Act of 1940 and the Public Utility Holding Company
Act of 1935, each as amended from time to time, and the rules and regulations in
effect from time to time under such Acts.

     "Final Prospectus Supplement" means the final Prospectus Supplement dated
July 11, 2006 relating to the Securities.

     "Financial Security Agreements" means this Agreement, the Spread Account
Agreement and the Insurance Agreement.

     "Financial Security Information" has the meaning provided in Section 2(g)
hereof.

     "Financial Security Party" means any of Financial Security, its parent,
subsidiaries and affiliates, and any shareholder, director, officer, employee,
agent or "controlling person" (as such term is used in the Securities Act) of
any of the foregoing.

     "Indemnified Party" means any party entitled to any indemnification
pursuant to Section 4 hereof.

     "Indemnifying Party" means any party required to provide indemnification
pursuant to Section 4 hereof.

     "Insurance Agreement" means the Insurance and Indemnity Agreement, dated as
of July 12, 2006 among Financial Security, the Trust, AmeriCredit Financial
Services, Inc., AmeriCredit Corp. and AFS Funding Trust.

     "Losses" means (a) any actual out-of-pocket damages incurred by the party
entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket costs or expenses incurred by such party, including reasonable
fees or expenses of its counsel and other expenses incurred in connection with
investigating or defending any claim, action or other proceeding which entitle
such party to be indemnified hereunder (subject to the limitations set forth in
Section 5 hereof), to the extent not paid, satisfied or reimbursed from funds
provided by any other Person other than an affiliate of such party (provided
that the foregoing shall not create or

<PAGE>

imply any obligation to pursue recourse against any such other Person), plus (c)
interest on the amount paid by the party entitled to indemnification or
contribution from the date of such payment to the date of payment by the party
who is obligated to indemnify or contribute hereunder at the statutory rate
applicable to judgments for breach of contract.

     "Offering Document" means the Prospectus, the Prospectus Supplement and any
other material or documents delivered by the Underwriters or any Underwriter
Party to any Person in connection with the offer or sale of the Securities.

     "Person" means any individual, partnership, joint venture, corporation,
trust, unincorporated organization or other organization or entity (whether
governmental or private).

     "Policy" means the financial guaranty insurance policy delivered by
Financial Security with respect to the Securities.

     "Preliminary Prospectus Supplement" means, collectively, the preliminary
Prospectus Supplement subject to completion dated July 10, 2006 relating to the
Securities and the Supplement thereto subject to completion also dated July 10,
2006.

     "Prospectus" means, collectively, the Prospectus dated April 28, 2006
relating to the Securities and the Prospectus Supplement.

     "Prospectus Supplement" means, collectively, the Preliminary Prospectus
Supplement and the Final Prospectus Supplement.

     "Representative" means Wachovia Capital Markets, LLC, as representative of
the Underwriters.

     "Securities" means the Trust's $204,000,000 Class A-1 5.5048% Asset Backed
Notes, $394,000,000 Class A-2 5.61% Asset Backed Notes, $412,000,000 Class A-3
5.56% Asset Backed Notes and $340,000,000 Class A-4 5.64% Asset Backed Notes
issued pursuant to the Series 2006-A-F Indenture.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time.

     "Seller Party" means any of the Seller, its parent, subsidiaries and
affiliates and any employee, agent or "controlling person" (as such term is used
in the Securities Act) of any of the foregoing.

     "Spread Account Agreement" means the Spread Account Agreement dated as of
July 12, 2006, among Financial Security, the Trust, the Collateral Agent and the
Trustee, as the same may be amended, supplemented or otherwise modified in
accordance with the terms thereof.

     "Time of Sale" means 12:00 noon (New York time) on July 11, 2006.

     "Trust" means AmeriCredit Automobile Receivables Trust 2006-A-F.

     "Underwriter Information" has the meaning provided in Section 3(c) hereof.


                                        2

<PAGE>

     "Underwriter Party" means any of the Underwriters, its respective parent,
subsidiaries and affiliates and any shareholder, director, officer, employee,
agent or "controlling person" (as such item is used in the Securities Act) of
any of the foregoing.

     "Underwriters" means Barclays Capital Inc., Wachovia Capital Markets, LLC,
BMO Capital Markets Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc. and UBS Securities LLC, as underwriters.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of July
11, 2006 among the Seller, AmeriCredit Financial Services, Inc. and the
Representative.

     Section 2. Representations, Warranties and Agreements of Financial
Security. Financial Security represents, warrants and agrees as follows:

          (a) Organization, Etc. Financial Security is a stock insurance company
     duly organized, validly existing and authorized to transact financial
     guaranty insurance business under the laws of the State of New York.

          (b) Authorization, Etc. The Policy and the Financial Security
     Agreements have been duly authorized, executed and delivered by Financial
     Security.

          (c) Validity, Etc. The Policy and the Financial Security Agreements
     constitute valid and binding obligations of Financial Security, enforceable
     against Financial Security in accordance with their terms, subject, as to
     the enforcement of remedies, to bankruptcy, insolvency, reorganization,
     rehabilitation, moratorium and other similar laws affecting the
     enforceability of creditors' rights generally applicable in the event of
     the bankruptcy or insolvency of Financial Security and to the application
     of general principles of equity and subject, in the case of this Agreement,
     to principles of public policy limiting the right to enforce the
     indemnification provisions contained herein.

          (d) Exemption From Registration. The Policy is exempt from
     registration under the Securities Act.

          (e) No Conflicts. Neither the execution or delivery by Financial
     Security of the Policy or the Financial Security Agreements, nor the
     performance by Financial Security of its obligations thereunder, will
     conflict with any provision of the certificate of incorporation or the
     bylaws of Financial Security nor result in a breach of, or constitute a
     default under, any material agreement or other instrument to which
     Financial Security is a party or by which any of its property is bound nor
     violate any judgment, order or decree applicable to Financial Security of
     any governmental or regulatory body, administrative agency, court or
     arbitrator having jurisdiction over Financial Security (except that, in the
     published opinion of the Securities and Exchange Commission, the
     indemnification provisions of this Agreement, insofar as they relate to
     indemnification for liabilities arising under the Securities Act, are
     against public policy as expressed in the Securities Act and are therefore
     unenforceable).

          (f) Financial Information. The consolidated balance sheets of
     Financial Security as of December 31, 2005 and December 31, 2004 and the
     related consolidated statements


                                        3

<PAGE>

     of income, changes in shareholder's equity and cash flows for each of the
     three years in the period ended December 31, 2005, and the interim
     consolidated balance sheets of Financial Security as of March 31, 2006 (and
     March 31, 2005) (unaudited), and the related statements of income, changes
     in shareholder equity and cash flows for the interim period then ended,
     which are incorporated by reference in the Prospectus, fairly present in
     all material respects the financial condition of Financial Security as of
     such dates and for such periods in accordance with generally accepted
     accounting principles consistently applied (subject as to interim
     statements to normal year-end adjustments) and since the date of the most
     current interim consolidated balance sheet referred to above there has been
     no change in the financial condition of Financial Security which would
     materially and adversely affect its ability to perform its obligations
     under the Policy.

          (g) Financial Security Information. The information in the Prospectus
     Supplement set forth or incorporated by reference under the caption "The
     Insurer" (as revised from time to time in accordance with the provisions
     hereof, the "Financial Security Information") is limited and does not
     purport to provide the scope of disclosure required to be included in a
     prospectus with respect to a registrant in connection with the offer and
     sale of securities of such registrant registered under the Securities Act.
     Within such limited scope of disclosure, however, with respect to (i) the
     Preliminary Prospectus Supplement, as of the Time of Sale, and (ii) the
     Final Prospectus Supplement, as of its date and the Closing Date, the
     Financial Security Information does not contain any untrue statement of a
     material fact, or omit to state a material fact necessary to make the
     statements contained therein, in the light of the circumstances under which
     they were made, not misleading.

          (h) Additional Information. Financial Security will furnish to the
     Underwriters or the Seller, upon request of the Underwriters or the Seller,
     as the case may be, copies of Financial Security's most recent financial
     statements (annual or interim, as the case may be) which fairly present in
     all material respects the financial condition of Financial Security as of
     the dates and for the periods indicated, in accordance with generally
     accepted accounting principles consistently applied except as noted therein
     (subject, as to interim statements, to normal year-end adjustments). In
     addition, if the delivery of a Prospectus relating to the Securities is
     required at any time prior to the expiration of nine months after the time
     of issue of the Prospectus in connection with the offering or sale of the
     Securities, the Seller or the Underwriters will notify Financial Security
     of such requirement to deliver a Prospectus and Financial Security will
     promptly provide the Underwriters and the Seller with any revisions to the
     Financial Security Information that are in the judgment of Financial
     Security necessary to prepare an amended Prospectus or a supplement to the
     Prospectus.

          (i) Opinion of Counsel. Financial Security will furnish to the
     Underwriters and the Seller on the closing date for the sale of the
     Securities an opinion of its Assistant General Counsel, Associate General
     Counsel or General Counsel to the effect set forth in Exhibit A attached
     hereto, dated such closing date and addressed to the Seller and the
     Underwriters.


                                        4

<PAGE>

          (j) Consents and Reports of Independent Accountants. Financial
     Security will furnish to the Underwriters and the Seller, upon request, as
     comfort from its independent accountants in respect of its financial
     condition, (i) at the expense of the Person specified in the Insurance
     Agreement, a copy of the Prospectus, including either a manually signed
     consent or a manually signed report of Financial Security's independent
     accountants and (ii) the quarterly review letter by Financial Security's
     independent accountants in respect of the most recent interim financial
     statements of Financial Security.

Nothing in this Agreement shall be construed as a representation or warranty by
Financial Security concerning the rating of its insurance financial strength by
Fitch Ratings, Moody's Investors Service, Inc., Standard & Poor's and Rating and
Investment Information, Inc. or any other rating assigned by a rating agency
(collectively, the "Rating Agencies"). The Rating Agencies, in assigning such
ratings, take into account facts and assumptions not described in the Prospectus
and the facts and assumptions which are considered by the Rating Agencies, and
the ratings issued thereby, are subject to change over time.

     Section 3. Representations, Warranties and Agreements of the Underwriters.
Each of the Underwriters represents, warrants and agrees as follows:

          (a) Compliance With Laws. Such Underwriter will comply in all material
     respects with all legal requirements in connection with offers and sales of
     the Securities and make such offers and sales in the manner provided in the
     Prospectus Supplement.

          (b) Offering Document. Such Underwriter will not use, or distribute to
     other broker-dealers for use, any Offering Document in connection with the
     offer and sale of the Securities unless such Offering Document includes
     such information as has been furnished by Financial Security for inclusion
     therein and the information therein concerning Financial Security has been
     approved by Financial Security in writing. Financial Security hereby
     consents to the information in respect of Financial Security included in
     the Prospectus. Each Offering Document which described the Policy will
     include the following statement:

          "The Policy is not covered by the Property/Casualty Insurance Security
          Fund specified in Article 76 of the New York Insurance Law".

     Each Offering Document including financial statements with respect to
     Financial Security prepared in accordance with generally accepted
     accounting principles (but excluding any Offering Document in which such
     financial statements are incorporated by reference) will include the
     following statement immediately preceding such financial statements:

          "The New York State Insurance Department recognizes only statutory
          accounting practices for determining and reporting the financial
          condition and results of operations of an insurance company, for
          determining its solvency under the New York Insurance Law, and for
          determining whether its financial condition


                                        5

<PAGE>

          warrants the payment of a dividend to its stockholders. No
          consideration is given by the New York State Insurance Department to
          financial statements prepared in accordance with generally accepted
          accounting principles in making such determinations."

          (c) Underwriter Information. All material provided by the Underwriters
     for inclusion in the Prospectus (as revised from time to time, the
     "Underwriter Information"), insofar as such information relates to the
     Underwriters, is true and correct in all material respects, with respect to
     the Preliminary Prospectus Supplement, as of the Time of Sale, and with
     respect to the Final Prospectus Supplement, as of its date and the Closing
     Date. The Underwriter Information is limited to the information set forth
     (i) on the cover page of the Preliminary Prospectus Supplement or Final
     Prospectus Supplement, as applicable, the information in the table under
     the headings entitled "Price to Public", "Underwriting Discounts" and
     "Proceeds to Seller" and (ii) in the body and within the "Underwriting"
     section of the Preliminary Prospectus Supplement or Final Prospectus
     Supplement, as applicable, (a) the paragraph immediately following the
     Class A-4 Notes Underwriter commitment table, (b) the fourth and fifth
     paragraphs under the sub-heading "European Economic Area", (c) the last
     sentence of the sixth paragraph under the sub-heading "European Economic
     Area" and (d) the second sentence in the next-to-last paragraph and the
     last paragraph of the "Underwriting" section.

     Section 4. Indemnification.

          (a) Financial Security agrees, upon the terms and subject to the
     conditions provided herein, to indemnify, defend and hold harmless each
     Seller Party and each Underwriter Party against (i) any and all Losses
     incurred by them with respect to the offer and sale of the Securities and
     resulting from Financial Security's breach of any of its representations,
     warranties or agreements set forth in Section 2 hereof and (ii) any and all
     Losses to which any Seller Party or Underwriter Party may become subject,
     under the Securities Act or otherwise, insofar as such Losses arise out of
     or result from an untrue statement of a material fact contained in any
     Offering Document or the omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading, in each case to the extent, but only to the extent, that such
     untrue statement or omission was made in the Financial Security Information
     included therein in accordance with the provisions hereof.

          (b) Each of the Underwriters, agrees, severally but not jointly, upon
     the terms and subject to the conditions provided herein, to indemnify,
     defend and hold harmless each Financial Security Party against (i) any and
     all Losses incurred by them with respect to the offer and sale of the
     Securities and resulting from the Underwriters' breach of any of its
     representations, warranties or agreements set forth in Section 3 hereof and
     (ii) any and all Losses to which any Financial Security Party may become
     subject, under the Securities Act or otherwise, insofar as such Losses
     arise out of or result from an untrue statement of a material fact
     contained in any Offering Document or the omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue


                                        6

<PAGE>

     statement or omission was made in the Underwriter Information of the
     Underwriter included therein.

          (c) Upon the incurrence of any Losses for which a party is entitled to
     indemnification hereunder, the Indemnifying Party shall reimburse the
     Indemnified Party promptly upon establishment by the Indemnified Party to
     the Indemnifying Party of the Losses incurred.

     Section 5. Indemnification Procedures. Except as provided below in Section
6 with respect to contribution, the indemnification provided herein by an
Indemnifying Party shall be the exclusive remedy of any and all Indemnified
Parties for the breach of a representation, warranty or agreement hereunder by
an Indemnifying Party; provided, however, that each Indemnified Party shall be
entitled to pursue any other remedy at law or in equity for any such breach so
long as the damages sought to be recovered shall not exceed the Losses incurred
thereby resulting from such breach. In the event that any action or regulatory
proceeding shall be commenced or claim asserted which may entitle an Indemnified
Party to be indemnified under this Agreement, such party shall give the
Indemnifying Party written or telegraphic notice of such action or claim
reasonably promptly after receipt of written notice thereof. The Indemnifying
Party shall be entitled to participate in and, upon notice to the Indemnified
Party, assume the defense of any such action or claim in reasonable cooperation
with, and with the reasonable cooperation of, the Indemnified Party. The
Indemnified Party will have the right to employ its own counsel in any such
action in addition to the counsel of the Indemnifying Party, but the fees and
expenses of such counsel will be at the expense of such Indemnified Party,
unless (a) the employment of counsel by the Indemnified Party at its expense has
been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, or (c)
the named parties to any such action or proceeding (including any impleaded
parties) include both the Indemnifying Party and one or more Indemnified
Parties, and the Indemnified Parties shall have been advised by counsel that (A)
there may be one or more legal defenses available to them which are different
from or additional to those available to the Indemnifying Party and (B) the
representation of the Indemnifying Party and such Indemnified Parties by the
same counsel would be inappropriate or contrary to prudent practice (in which
case, if such Indemnified Parties notify the Indemnifying Party in writing that
they elect to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense of such
action or proceeding on behalf of such Indemnified Parties, it being understood,
however, that the Indemnifying Party shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for all Seller Parties, one such firm
for all Underwriter Parties and one such firm for all Financial Security
Parties, as the case may be, which firm shall be designated in writing by the
Seller in respect of the Seller Parties, by the Underwriters in respect of the
Underwriter Parties and by Financial Security in respect of the Financial
Security Parties), in each of which cases the fees and expenses of counsel will
be at the expense of the Indemnifying Party and all such fees and expenses will
be reimbursed promptly as they are incurred. The Indemnifying Party shall not be
liable for any settlement of any such claim or action unless the Indemnifying
Party shall have consented thereto or be in default in its


                                        7

<PAGE>

obligations hereunder. Any failure by an Indemnified Party to comply with the
provisions of this Section shall relieve the Indemnifying Party of liability
only if such failure is prejudicial to the position of the Indemnifying Party
and then only to the extent of such prejudice.

     Section 6. Contribution.

          (a) To provide for just and equitable contribution if the
     indemnification provided by any Indemnifying Party is determined to be
     unavailable or insufficient for any Indemnified Party (other than due to
     application of this Section), each Indemnifying Party (severally and not
     jointly in the case of the Underwriters) shall contribute to the Losses
     arising from any breach of any of its representations, warranties or
     agreements contained in this Agreement on the basis of the relative fault
     of each of the parties as set forth in Section 6(b) below; provided,
     however, that an Indemnifying Party shall in no event be required to
     contribute to all Indemnified Parties an aggregate amount in excess of the
     Losses incurred by such Indemnified Parties resulting from the breach of
     representations, warranties or agreements contained in this Agreement.

          (b) The relative fault of each Indemnifying Party, on the one hand,
     and of each Indemnified Party, on the other, shall be determined by
     reference to, among other things, whether the breach of, or alleged breach
     of, any representations, warranties or agreements contained in this
     Agreement relates to information supplied by, or action within the control
     of, the Indemnifying Party or the Indemnified Party and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such breach.

          (c) The parties agree that Financial Security shall be solely
     responsible for the Financial Security Information and the Underwriters
     shall be solely responsible for the Underwriter Information and that the
     balance of each Offering Document shall be the responsibility of the
     Seller.

          (d) Notwithstanding anything in this Section 6 to the contrary, the
     Underwriters shall not be required to contribute an amount in excess of the
     amount by which the total price of the Securities underwritten by the
     Underwriters exceeds the amount of any damages that the Underwriters have
     otherwise been required to pay in respect of such untrue statement or
     omission.

          (e) No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation.

          (f) Upon the incurrence of any Losses entitled to contribution
     hereunder, the contributor shall reimburse the party entitled to
     contribution promptly upon establishment by the party entitled to
     contribution to the contributor of the Losses incurred.


                                        8

<PAGE>

     Section 7. Miscellaneous.

          (a) Notices. All notices and other communications provided for under
     this Agreement shall be delivered to the address set forth below or to such
     other address as shall be designated by the recipient in a written notice
     to the other party or parties hereto.

     If to Financial Security:   Financial Security Assurance Inc.
                                 31 West 52nd Street
                                 New York, NY  10019
                                 Attention: Senior Vice President --
                                 Transaction Oversight Department (with a
                                 copy to the attention of the General
                                 Counsel)
                                 Re: Policy No. 51749-N
                                     AmeriCredit Automobile Receivables
                                     Trust 2006-A-F
                                 Confirmation: (212) 826-0100
                                 Telecopy Nos.: (212) 339-3518,
                                                (212) 339-3529

     If to the Seller:           AFS Funding Trust
                                 c/o Deutsche Bank Trust Company Delaware
                                 (f/k/a Bankers Trust (Delaware))
                                 E.A. Delle Donne Corporate Center
                                 Montgomery Building
                                 1011 Centre Road
                                 Wilmington, DE 19805-1266
                                 Attention: Corporate Trust Administration
                                 Confirmation: (302) 636-3305

     With a copy to:             AmeriCredit Financial Services, Inc.
                                 Administrator of AFS Funding Trust
                                 801 Cherry Street, Suite 3900
                                 Fort Worth, TX 76102
                                 Attn: Chief Financial Officer
                                 Confirmation: (817) 302-7000
                                 Telecopy No.: (817) 302-7942

     If to the Underwriters:     Wachovia Capital Markets, LLC
                                 One Wachovia Center
                                 301 S. College Street, NC 0610
                                 Charlotte, NC 28288
                                 Attention: Curt Sidden
                                 Telecopy No.: (704) 383-9106

          (b) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
     WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING


                                        9

<PAGE>

     OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE
     LAW OF THE STATE OF NEW YORK.

          (c) Assignments. This Agreement may not be assigned by any party
     without the express written consent of each other party. Any assignment
     made in violation of this Agreement shall be null and void.

          (d) Amendments. Amendments of this Agreement shall be in writing
     signed by each party hereto.

          (e) Survival, Etc. The indemnity and contribution agreements contained
     in this Agreement shall remain operative and in full force and effect,
     regardless of (i) any investigation made by or on behalf of any
     Indemnifying Party, (ii) the issuance of the Securities or (iii) any
     termination of this Agreement or the Policy. The indemnification provided
     in this Agreement will be in addition to any liability which the parties
     may otherwise have and shall in no way limit any obligations of the Seller
     under the Underwriting Agreement or the Insurance Agreement.

          (f) Counterparts. This Agreement may be executed in counterparts by
     the parties hereto, and all such counterparts shall constitute one and the
     same instrument.

          [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       10

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed and delivered as of the date first above written.

                                   FINANCIAL SECURITY ASSURANCE INC.


                                   By: /s/ Mark Castiglione
                                       -----------------------------------------
                                       Name: Mark Castiglione
                                       Title: Managing Director


                                   AFS FUNDING TRUST

                                   By: AmeriCredit Financial Services, Inc., as
                                       Administrator


                                   By: /s/ Sheli Fitzgerald
                                       -----------------------------------------
                                       Name: Sheli Fitzgerald
                                       Title: Vice President, Structured Finance


                                   WACHOVIA CAPITAL MARKETS, LLC


                                   By: /s/ Steven J. Ellis
                                       -----------------------------------------
                                       Name: Steven J. Ellis
                                       Title: Director

                         [INDEMNITY AGREEMENT SIG. PAGE]

<PAGE>

                                    EXHIBIT A

                               OPINION OF COUNSEL

     Based upon the foregoing, I am of the opinion that:

     1. Financial Security is a stock insurance company duly organized, validly
existing and authorized to transact financial guaranty insurance business under
the laws of the State of New York.

     2. The Policy and the Financial Security Agreements have been duly
authorized, executed and delivered by Financial Security.

     3. The Policy and the Financial Security Agreements constitute valid and
binding obligations of Financial Security, enforceable against Financial
Security in accordance with their terms, subject, as to the enforcement of
remedies, to bankruptcy, insolvency, reorganization, rehabilitation, moratorium
and other similar laws affecting the enforceability of creditors' rights
generally applicable in the event of the bankruptcy or insolvency of Financial
Security and to the application of general principles of equity and subject, in
the case of the Indemnification Agreement, to principles of public policy
limiting the right to enforce the indemnification provisions contained therein
insofar as they relate to indemnification for liabilities arising under
applicable securities laws.

     4. The Policy is exempt from registration under the Securities Act of 1933,
as amended (the "Act").

     5. Neither the execution or delivery by Financial Security of the Policy or
the Financial Security Agreements, nor the performance by Financial Security of
its obligations thereunder, will conflict with any provision of the certificate
of incorporation or the bylaws of Financial Security or violate any law or
regulation, which violation would impair the binding effect or enforceability of
the Policy or any of the Agreements or, to the best of my knowledge, result in a
breach of, or constitute a default under, any agreement or other instrument to
which Financial Security is a party or by which it or any of its property is
bound or, to the best of my knowledge, violate any judgment, order or decree
applicable to Financial Security of any governmental or regulatory body,
administrative agency, court or arbitrator having jurisdiction over Financial
Security (except that in the published opinion of the Securities and Exchange
Commission the indemnification provisions of the Indemnification Agreement,
insofar as they relate to indemnification for liabilities arising under the Act,
are against public policy as expressed in the Act and are therefore
unenforceable).

     In addition, please be advised that I have reviewed the description of
Financial Security under the caption "The Insurer" in (i) the preliminary
Prospectus Supplement dated July 10, 2006 (the "Preliminary Prospectus
Supplement") and (ii) the final Prospectus Supplement dated July 11, 2006 (the
"Final Prospectus Supplement" and, together with the Preliminary Prospectus
Supplement, the "Disclosure Documents") of the Seller with respect to the
Securities. The information provided in the Disclosure Documents with respect to
Financial Security is limited


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and does not purport to provide the scope of disclosure required to be included
in a prospectus with respect to a registrant under the Act in connection with
the public offer and sale of securities of such registrant. Within such limited
scope of disclosure, however, there has not come to my attention any information
that would cause me to believe that the description of Financial Security
referred to above, with respect to the Preliminary Prospectus Supplement, as of
12:00 noon (New York time) on July 11, 2006, and with respect to the Final
Prospectus Supplement, as of its date or as of the date of this opinion,
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (except
that I express no opinion with respect to any financial statements or other
financial information contained or referred to therein).


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