Prepared and filed by St Ives Burrups



Exhibit 10.2

Execution Copy

 







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INDEMNIFICATION AGREEMENT

among

FINANCIAL SECURITY ASSURANCE INC.,

AFS FUNDING TRUST

and

J.P. MORGAN SECURITIES INC.

Dated as of February 4, 2004

$222,000,000 Class A-1 1.08% Asset Backed Notes, Series 2004-A-F

$203,000,000 Class A-2 1.49% Asset Backed Notes, Series 2004-A-F

$160,000,000 Class A-3 2.18% Asset Backed Notes, Series 2004-A-F

$165,000,000 Class A-4 2.87% Asset Backed Notes, Series 2004-A-F



 







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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

 







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INDEMNIFICATION AGREEMENT


INDEMNIFICATION AGREEMENT dated as of February 4, 2004, among FINANCIAL SECURITY ASSURANCE INC. (“Financial Security”), AFS FUNDING TRUST, (the “Seller”) and J.P. MORGAN 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 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 February 4, 2004 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 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.



 







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“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 July 10, 2003 and the Prospectus Supplement dated January 28, 2004 (the “Prospectus Supplement”) relating to the Securities.




“Representative” means J.P. Morgan Securities Inc., as representative of the Underwriters.




“Securities” means the Trust’s $222,000,000 Class A-1 1.08% Asset Backed Notes, $203,000,000 Class A-2 1.49% Asset Backed Notes, $160,000,000 Class A-3 2.18% Asset Backed Notes and $165,000,000 Class A-4 2.87% Asset Backed Notes issued pursuant to the Series
 2004-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, as amended and restated, dated as of May 11, 1998, and as further amended as of September 10, 2003, among Financial Security, AFS Funding Trust, 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 2004-A-F Supplement to Spread Account Agreement, dated as of February 4, 2004, among Financial Security, AFS Funding Trust, the collateral agent named therein and the trustees specified therein.




“Trust” means AmeriCredit Automobile Receivables Trust 2004-A-F.




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




“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 J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., Deutsche Bank Securities Inc., Credit Suisse First Boston LLC and Wachovia Securities, Inc., as underwriters.



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“Underwriting Agreement” means the Underwriting Agreement, dated as of January 28, 2004 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, 2002 and December 31, 2001 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 sheets of Financial Security as of June 30, 2003 and September 30, 2003 (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.



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(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 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.



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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 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 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. In respect
 of the Prospectus Supplement, the Underwriter Information is limited to the information set forth in the body of the Prospectus Supplement and within the “Underwriting” section, the first, the third and final (i.e. sixth) paragraphs immediately following the Class A-4 Notes Underwriter
 commitment table.



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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 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 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,



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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 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 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.



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(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 2004-A-F

Policy No. 51493-N

Confirmation: (212) 826-0100

Telecopy Nos.: (212) 339-3518, 

                            (212) 339-3529



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	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: 	J.P. Morgan Securities Inc., as Representative

270 Park Ave, 7th Floor

New York, NY 10017

Attention: ITS_Structured Finance, AmeriCredit 2004-A-F 

Telecopy No.: 212-946-8552



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



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



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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/ Ravi Gandhi
	 	 	


	 	Name:	Ravi Gandhi
	 	Title:	Authorized Officer
	 	 	 
	 	 	 
	 	AFS FUNDING TRUST 
	 	By:	AmeriCredit
    Financial Services, Inc., as Administrator
	 	 	 
	 	By: 	 /s/ Susan B.
        Sheffield
	 	 	

	 	Name:	Susan B. Sheffield
	 	Title:	Senior Vice
    President, Structured Finance
	 	 	 
	 	 J.P. MORGAN SECURITIES INC.
	 	 	 
	 	By: 	 /s/ Mikhail
        Radik
	 	

	Name:	Mikhail Radik
	Title: 	Vice President


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EXHIBIT A

OPINION OF ASSOCIATE 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 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-1