AMERICREDIT FINANCIAL SERVICES INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>a2025117zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>



<PAGE>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY



--------------------------------------------------------------------------------


                            INDEMNIFICATION AGREEMENT

                                      among

                       FINANCIAL SECURITY ASSURANCE INC.,

                                AFS FUNDING CORP.



                                       and



                              CHASE SECURITIES INC.



                           Dated as of August 17, 2000



               $170,000,000 Class A-1 6.732% Asset Backed Notes
               $370,000,000 Class A-2 6.970% Asset Backed Notes
               $262,000,000 Class A-3 7.050% Asset Backed Notes
           $298,000,000 Class A-4 Floating Rate Asset Backed Notes


--------------------------------------------------------------------------------

<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........................................6

Section 6. Contribution......................................................7

Section 7. Miscellaneous.....................................................8


EXHIBIT A -- Opinion of Assistant General Counsel



<PAGE>

                            INDEMNIFICATION AGREEMENT


      INDEMNIFICATION  AGREEMENT  dated as of August 17, 2000 among  FINANCIAL
SECURITY  ASSURANCE  INC.  ("FINANCIAL  SECURITY"),  AFS FUNDING  CORP.,  (the
"SELLER") and CHASE SECURITIES INC. 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.

      "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.

      "FINANCIAL SECURITY  AGREEMENTS" means this Agreement,  the Stock Pledge
Agreement,   the  Spread  Account  Agreement,  the  Spread  Account  Agreement
Supplement 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 August 17, 2000 among Financial Security, the Trust, AmeriCredit Financial
Services, Inc., AFS Funding Corp. and AmeriCredit Corp.

      "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 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.

<PAGE>

      "OFFERING DOCUMENT" means the Prospectus and any other material or
documents delivered by the Underwriters 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.

      "PROSPECTUS" means, collectively, the Prospectus relating to the
Securities dated September 16, 1999 and the Prospectus Supplement dated August
8, 2000 (the "Prospectus Supplement") relating to the Securities.

      "REPRESENTATIVE"  means Chase Securities Inc. as  representative  of the
Underwriters.

      "SECURITIES" means the Trust's $170,000,000 Class A-1 6.732% Asset Backed
Notes, $370,000,000 Class A-2 6.970% Asset Backed Notes, $262,000,000 Class A-3
7.050% Asset Backed Notes, and $298,000,000 Class A-4 Floating Rate Asset Backed
Notes issued pursuant to the Series 2000-C 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 shareholder, director, officer, 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, as amended
and restated, dated as of May 11, 1998, as amended as of October 25, 1999, as
further amended as of May 22, 2000 among Financial Security, AFS Funding Corp.,
the collateral agent named therein and the trustees specified therein, as the
same may be amended, supplemented or otherwise modified in accordance with the
terms thereof.

       "SPREAD ACCOUNT AGREEMENT SUPPLEMENT" means the Series 2000-C Supplement
to Spread Account Agreement, dated as of August 17, 2000, among Financial
Security, AFS Funding Corp., the collateral agent named therein and the trustees
specified therein.

      "STOCK PLEDGE AGREEMENT" means the Stock Pledge Agreement, dated as of May
1, 1996 among Financial Security, AmeriCredit Financial Services, Inc. and the
collateral agent named therein, as the same may be amended, supplemented or
otherwise modified in accordance with the terms thereof.

      "TRUST" means AmeriCredit Automobile Receivables Trust 2000-C.

      "UNDERWRITERS"  means Chase Securities Inc., Banc of America  Securities
LLC,  Barclays  Capital  Inc.,  Bear,  Stearns & Co. Inc.  and  Deutsche  Bank
Securities Inc., as underwriters.

      "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.

      "UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
August 8, 2000 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, 1999 and December 31, 1998 and the
      related consolidated statements of income, changes in shareholder's equity
      and cash flows for the fiscal years then ended, and the interim
      consolidated balance sheet of Financial Security as of June 30, 2000, and
      the related statements of income, changes in shareholder equity and cash


                                       3
<PAGE>

      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 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, as of the date of the
      Prospectus Supplement and as of the date hereof, 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, to the effect set
      forth in Exhibit A attached hereto, dated such closing date and addressed
      to the Seller and the Underwriters.

            (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


                                       4
<PAGE>

      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
Moody's Investors Service, Inc., its insurer financial strength by Standard &
Poor's Ratings Services and Standard & Poor's (Australia) Pty. Ltd., its
claims-paying ability by Fitch IBCA, Inc. and Japan 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.

            (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 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 information 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 information:

            "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 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


                                       5
<PAGE>

            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. In
      respect of the Prospectus Supplement, the Underwriter Information is
      limited to the information set forth (i) on the cover page of the
      Prospectus Supplement in the table containing the price to the public, the
      underwriting discount and the proceeds to the Seller with respect to the
      Securities and (ii) in the paragraphs immediately following the tables
      under the caption "Underwriting".

      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, upon the terms and subject to
      the conditions provided herein, to indemnify, defend and hold harmless
      each Financial Security Party and each Seller 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 or
      Seller 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 Underwriter Information 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


                                       6
<PAGE>

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
satisfactory to Financial Security 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 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 for any Indemnified Party (other than due to application of
      this Section), each Indemnifying Party shall


                                       7
<PAGE>

      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.

      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.
                                350 Park Avenue
                                New York, NY  10022
                                Attention:  Senior Vice President -- Transaction
                                Oversight Department (with a copy to the
                                attention of the General Counsel)
                                Re: AmeriCredit Automobile Receivables Trust
                                2000-C
                                Confirmation:  (212) 826-0100


                                       8
<PAGE>

                                Telecopy Nos.: (212) 339-3518,
                                               (212) 339-3529

      If to the Seller:         AFS Funding Corp.
                                639 Isbell Road, Suite 390
                                Reno, Nevada 89509
                                Attention:  General Counsel
                                Confirmation:  (775) 823-3080


      If to the Underwriters:   Chase Securities Inc.
                                270 Park Avenue, 7th Floor
                                New York, NY 10017
                                Attention:  Global Securitized Finance
                                Confirmation:  (212) 834-5136
                                Telecopy No.:  (212) 834-6562

            (b) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS 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]


                                       9
<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 Castiglioni
                                     ------------------------------------------
                                     Name:   Mark Castiglioni
                                     Title:  Authorized Officer


                                  AFS FUNDING CORP.


                                  By: /s/ Preston A. Miller
                                     ------------------------------------------
                                     Name:   Preston A. Miller
                                     Title:  Executive Vice President and
                                             Treasurer


                                  CHASE SECURITIES INC.


                                  By: /s/ Deborah Murnin
                                     ------------------------------------------
                                     Name:   Deborah Murnin
                                     Title:  Vice President



                                       10
<PAGE>


                                    EXHIBIT A

                      OPINION OF ASSISTANT GENERAL 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 the Prospectus (the
"OFFERING DOCUMENT") of the Seller with respect to the Securities. The
information provided in the Offering Document with respect to Financial Security
is limited 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


                                      A-1
<PAGE>

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
which would cause me to believe that the description of Financial Security
referred to above, as of the date of the Offering Document 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).



                                      A-2
</TEXT>
</DOCUMENT>
