INDEMNIFICATION AGREEMENT

Exhibit 10.6

EXECUTION VERSION

INDEMNIFICATION AGREEMENT

between

AMBAC ASSURANCE CORPORATION,

as Insurer,

and

DEUTSCHE BANK SECURITIES INC.,

as Underwriter

Dated as of December 6, 2006

TABLE OF CONTENTS

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INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (as may be amended, modified or supplemented from time to time, this “ Agreement ”) dated as of December 6, 2006 by and among AMBAC ASSURANCE CORPORATION, as Insurer (“ Ambac ”), and DEUTSCHE BANK SECURITIES INC. as Underwriter (the “ Underwriter ”) named in the Underwriting Agreement referred to herein.

Section 1. Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture and the Insurance Agreement. 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.

“ Ambac Agreements ” means this Agreement and the Insurance Agreement.

“ Ambac Information ” has the meaning provided in Section 2(h) hereof.

“ Ambac Party ” means any of Ambac, its subsidiaries and Affiliates, and any shareholder, director, officer, employee, agent or “controlling person,” within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, of any of the foregoing.

“ Ambac Policy ” means the Note Guaranty Insurance Policy No. AB1053BE dated December 14, 2006, including any endorsements thereto, issued by Ambac to the Indenture Trustee with respect to the Notes, for the benefit of the Holders.

“ Class A-1 Notes ” means the Class A-1 5.34% Asset Backed Notes, issued pursuant to the Indenture and substantially in the form attached as an Exhibit to the Indenture.

“ Class A-2 Notes ” means the Class A-2 5.15% Asset Backed Notes, issued pursuant to the Indenture and substantially in the form attached as an Exhibit to the Indenture.

“ Class A-3 Notes ” means the Class A-3 5.01% Asset Backed Notes, issued pursuant to the Indenture and substantially in the form attached as an Exhibit to the Indenture.

“ Closing Date ” means December 14, 2006.

“ Date of Issuance ” means the date on which the Ambac Policy is issued as specified therein.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Federal Securities Laws ” means the Securities Act, the Exchange Act, the U.S. Trust Indenture Act of 1939, the U.S. Investment Company Act of 1940 and the U.S. Investment Advisers Act of 1940, each as amended from time to time, and the rules and regulations in effect from time to time under such Acts.

“ Holder ” has the meaning given thereto in the Ambac Policy.

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

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

“ Indenture ” means the Indenture dated as of December 1, 2006 between the Issuing Entity and Deutsche Bank Trust Company Americas, as Indenture Trustee and Trust Collateral Agent, as the same may be amended or supplemented from time to time.

“ Indenture Trustee ” means Deutsche Bank Trust Company Americas, a national banking association, not in its individual capacity but as Indenture Trustee under the Indenture, or any successor Indenture Trustee under the Indenture.

“ Insurance Agreement ” means that certain Insurance and Indemnity Agreement, dated as of December 14, 2006, among Ambac, the Issuing Entity, the Servicer, the Seller and the Indenture Trustee, in regard to the Notes, as such agreement may be amended, modified or supplemented from time to time.

“ Losses ” means (a) any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature incurred by the party entitled to indemnification or contribution hereunder, 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 imply any obligation to pursue recourse against any such other Person), plus (b) 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, taken together, the Prospectus Supplement, dated December 6, 2006 (the “ Prospectus Supplement ”), and the Prospectus, dated November 17, 2006, of the Issuing Entity, in respect of the offering and sales of the Notes, any amendment or supplement thereto, and any other offering document in respect of the Notes that makes reference to the Ambac Policy.

“ Notes ” means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

“ Securities Act ” means the Securities Act of 1933, including, unless the context otherwise requires, the rules and regulations promulgated thereunder, as amended from time to time.

“ Seller ” means UPFC Auto Financing Corporation.

“ Transaction ” means the transactions contemplated by the Transaction Documents.

“ Transaction Documents ” means this Agreement, the Insurance Agreement, the Underwriting Agreement, the Sale and Servicing Agreement, the Certificate of Trust, the Trust Agreement, the Sale Agreement, the Indenture and the Spread Account Agreement and all other documents and certificates delivered in connection therewith except for the Ambac Policy.

“ Underwriter ” means Deutsche Bank Securities Inc.

UPFC Auto Receivables Trust 2006-B

Indemnification Agreement Signature Page

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“ Underwriter Information ” means the information furnished by the Underwriter in writing expressly for use in the Offering Document and included in the table following the second paragraph of text and the third, fourth, fifth, sixth and seventh paragraphs of text under the caption “Underwriting” in the Prospectus Supplement.

“ Underwriting Agreement ” means the Underwriting Agreement, dated December 6, 2006 between the Underwriter, the Seller and the Servicer with respect to the offer and sale of the Notes, as amended, modified or supplemented from time to time.

“ Underwriting Party ” means, with respect to each Underwriter, any of the following: such Underwriter, its parent, subsidiaries and Affiliates and any shareholder, director, officer, employee, agent or “controlling person,” within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, of any of the foregoing.

Section 2. Representations and Warranties of Ambac . Ambac represents, warrants and agrees as follows as of the Closing Date:

(a) Organization and Licensing . Ambac is a stock insurance corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin.

(b) Corporate Power . Ambac has the corporate power and authority to issue the Ambac Policy and execute and deliver this Indemnification Agreement and all other Transaction Documents to which Ambac is a party and to perform all of its obligations hereunder and thereunder.

(c) Authorization; Approvals . All proceedings legally required for the execution, delivery and performance of the Ambac Policy, this Indemnification Agreement and all other Transaction Documents to which Ambac is a party have been taken and all licenses, orders, consents or other authorizations or approvals of Ambac’s Board of Directors or stockholders or any governmental boards or bodies legally required for the enforceability of the Ambac Policy, this Indemnification Agreement and all other Transaction Documents to which Ambac is a party have been obtained or are not material to the enforceability of the Ambac Policy, this Indemnification Agreement and all other Transaction Documents to which Ambac is a party.

(d) Enforceability . The Ambac Policy, when issued, will constitute, and this Indemnification Agreement and all other Transaction Documents to which Ambac is a party constitutes, legal, valid and binding obligations of Ambac, enforceable in accordance with their respective terms, subject to insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and by general principles of equity and subject to principles of public policy limiting the right to enforce the indemnification provisions contained therein and herein, insofar as such provisions relate to indemnification for liabilities arising under Federal Securities Laws.

(e) No Conflict . The execution by Ambac of the Ambac Policy, this Indemnification Agreement and all other Transaction Documents to which Ambac is a party will not, and the performance of the provisions thereof and hereof will not, conflict with or result in a breach of any of the terms, conditions or provisions of the Restated Articles of Incorporation or By-Laws of Ambac, or any restriction contained in any contract, agreement or instrument to which Ambac is a party or by which it is bound or constitute a default under any of the foregoing which would materially and adversely affect its ability to perform its obligations under the Ambac Policy, this Indemnification Agreement or any other Transaction Documents to which Ambac is a party.

(f) Exempt from Registration . The Ambac Policy, when issued, will be exempt from registration under the Securities Act.

UPFC Auto Receivables Trust 2006-B

Indemnification Agreement Signature Page

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(g) Financial Information . As of the date of the Offering Documents, the consolidated financial statements of Ambac Assurance Corporation and subsidiaries as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005, prepared in accordance with U. S. generally accepted accounting principles, included in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was filed with the Securities and Exchange Commission (the “Commission”) on March 13, 2006; Commission File No. 1-10777), the unaudited consolidated financial statements of Ambac Assurance Corporation and subsidiaries as of March 31, 2006 and for the three-month periods ended March 31, 2006 and 2005 included in the Quarterly Report on Form 10-Q of Ambac Financial Group, for the three-month period ended March 31, 2006 (