INDEMNIFICATION AGREEMENT

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Section 1.

Definitions

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Section 2.

Representations and Warranties of Ambac

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Section 3.

Representations, Warranties and Agreements of the Underwriters

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Section 4.

Indemnification

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Section 5.

Indemnification Procedures

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Section 6.

Contribution

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Section 7.

Miscellaneous

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     “ 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(g) 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. AB0941BE dated November 17, 2005, including any endorsements thereto, issued by Ambac to the Indenture Trustee with respect to the Notes, for the benefit of the Holders.

     “ AmeriCredit ” means AmeriCredit Financial Services, Inc. in its capacity as servicer under the Sale and Servicing Agreement and as seller under the Purchase Agreement.

     “ Class A-1 Notes ” means the Class A-1 4.3436% 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 4.75% 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 4.87% Asset Backed Notes, issued pursuant to the Indenture and substantially in the form attached as an Exhibit to the Indenture.

     “ Class A-4 Notes ” means the Class A-4 5.02% Asset Backed Notes, issued pursuant to the Indenture and substantially in the form attached as an Exhibit to the Indenture.

     “ Closing Date ” means November 17, 2005.

     “ 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.

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

     “ Indenture ” means the Indenture dated as of November 9, 2005 between the Issuer and JPMorgan Chase Bank, N.A., as Indenture Trustee and Trust Collateral Agent, as the same may be amended or supplemented from time to time.

     “ Indenture Trustee ” means JPMorgan Chase Bank, N.A., 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 November 17, 2005, among Ambac, the Issuer, AmeriCredit, as seller under the Purchase Agreement and 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 November 8, 2005 (the “ Prospectus Supplement ”), and the Prospectus, dated January 7, 2005, of the Issuer, 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, the Class A-3 Notes and the Class A-4 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.

     “ 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 Purchase Agreement, the Indenture, the Spread Account Agreement, the Custodian Agreement, the Lockbox Agreement and all other documents and certificates delivered in connection therewith except for the Ambac Policy.

     “ Underwriters ” means the several Underwriters named in the Underwriting Agreement.

     “ Underwriter Information ” means the information furnished by the Underwriters in writing expressly for use in the Offering Document and included in the first paragraph, the fourth paragraph and the first sentence of the eighth paragraph after the Class A-4 Notes table under the heading “Underwriting” in the Prospectus Supplement.

     “ Underwriting Agreement ” means the Underwriting Agreement, dated November 8, 2005 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.