<PAGE>   1
                                                                    EXHIBIT 4.5

                                                 FINANCIAL GUARANTY
                                                 INSURANCE POLICY


<TABLE>
<S>                                                                             <C>
OBLIGOR: PeopleFirst.com Vehicle Receivables Owner Trust 2000-2                 Policy No.: 51028-N
OBLIGATIONS: $525,000,000 Asset Backed Notes, Classes A-1, A-2, A-3 and         Date of Issuance:
       A-4, as described in Endorsement No. 1 hereto                              December 15, 2000
</TABLE>

         FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
each Holder, subject only to the terms of this Policy (which includes each
endorsement hereto), the full and complete payment by the Obligor of Scheduled
Payments of principal of, and interest on, the Obligations.

         For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees:

         (a) payment of the amount of any distribution of principal of, or
     interest on, the Obligations made during the Term Of This Policy to such
     Holder that is subsequently avoided in whole or in part as a preference
     payment under applicable law (such payment to be made by Financial Security
     in accordance with Endorsement No. 1 hereto).

         (b) payment of any amount required to be paid under this Policy by
     Financial Security following Financial Security's receipt of notice as
     described in Endorsement No. 1 hereto.

         Financial Security shall be subrogated to the rights of each Holder to
receive payments under the Obligations to the extent of any payment by Financial
Security hereunder.

         Except to the extent expressly modified by an endorsement hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Obligation as indicated on
the registration books maintained by or on behalf of the Obligor for such
purpose or, if the Obligation is in bearer form, the holder of the Obligation.
"Scheduled Payments" means payments which are scheduled to be made during the
Term Of This Policy in accordance with the original terms of the Obligations
when issued and without regard to any amendment or modification of such
Obligations thereafter; payments which become due on an accelerated basis as a
result of (a) a default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis or (c) any other cause, shall not constitute
"Scheduled Payments" unless Financial Security shall elect, in its sole
discretion, to pay such principal due upon such acceleration together with any
accrued interest to the date of acceleration. "Term Of This Policy" shall have
the meaning set forth in Endorsement No. 1 hereto.

         This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto, or by the merger,
consolidation or dissolution of the Obligor. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever, including payment, or provision
being made for payment, of the Obligations prior to maturity. This Policy may
not be canceled or revoked during the Term Of This Policy. THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76
OF THE NEW YORK INSURANCE LAW.

         In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

                                           FINANCIAL SECURITY ASSURANCE INC.

                                           By  /s/ Roger K. Taylor
                                             -------------------------------
                                                   Authorized Officer

A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022                        (212) 826-0100
Form 100NY (5/89)
<PAGE>   2

            ENDORSEMENT NO. 1 TO FINANCIAL GUARANTY INSURANCE POLICY



FINANCIAL SECURITY                                     350 Park Avenue
ASSURANCE INC.                                         New York, New York  10022

OBLIGOR:  PeopleFirst.com Vehicle Receivables Owner Trust 2000-2

OBLIGATIONS:    $73,899,000 Class A-1 6.54% Asset Backed Notes
               $200,000,000 Class A-2 6.37% Asset Backed Notes
               $107,000,000 Class A-3 6.34% Asset Backed Notes
               $144,101,000 Class A-4 6.43% Asset Backed Notes

Policy No.:  51028-N
Date of Issuance:  December 15, 2000


     1. Definitions. For all purposes of this Policy, the terms specified below
shall have the meanings or constructions provided below. Capitalized terms used
herein and not otherwise defined herein shall have the meanings provided in the
Indenture unless the context shall otherwise require.

     "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a
day on which banking institutions in the City of San Diego, California, New
York, New York, Minneapolis, Minnesota or Wilmington, Delaware or any other
location of the Servicer, any successor Servicer, successor Owner Trustee or
successor Indenture Trustee are authorized or obligated by law, executive order
or government decree to be closed.

     "Class A Notes" shall mean the $73,899,000 Class A-1 6.54% Asset Backed
Notes, the $200,000,000 Class A-2 6.37% Asset Backed Notes, the $107,000,000
Class A-3 6.34% Asset Backed Notes and the $141,101,000 Class A-4 6.43% Asset
Backed Notes.

     "Class A Noteholder" shall mean the Holder of a Class A-1 Note, Class A-2
Note, Class A-3 Note or Class A-4 Note; provided, however Class A Noteholder
shall not include the Obligor or any affiliates or successors thereof in the
event the Obligor, or any such affiliate or successor, is a registered or
beneficial owner of the Obligation.

     "Financial Security" means Financial Security Assurance Inc., a New York
stock insurance company.

     "Holder" shall have the meaning set forth in the Indenture.

     "Indenture" means the Indenture, dated as of December 1, 2000, between
PeopleFirst.com Vehicle Receivables Owner Trust 2000-2, a Delaware business
trust,




<PAGE>   3
Policy No. 51028-N                           Date of Issuance: December 15, 2000

and Wells Fargo Bank Minnesota, National Association as Indenture Trustee, as
amended from time to time in accordance with its terms.

     "Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, a national banking association, in its capacity as Indenture
Trustee under the Indenture and any successor in such capacity.

     "Noteholders' Interest Carryover Shortfall" shall have the meaning set
forth in the Sale and Servicing Agreement.

     "Noteholders' Interest Distributable Amount" shall have the meaning set
forth in the Sale and Servicing Agreement.

     "Noteholders' Principal Distributable Amount" shall have the meaning set
forth in the Sale and Servicing Agreement.

     "Policy" means this Financial Guaranty Insurance Policy and includes each
endorsement thereto.

     "Receipt" and "Received" mean actual delivery to Financial Security and to
its Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City
time, on a Business Day; delivery either on a day that is not a Business Day, or
after 12:00 noon, New York City time, shall be deemed to be "Receipt" on the
next succeeding Business Day. If any notice or certificate given hereunder by
the Indenture Trustee is not in proper form or is not properly completed,
executed or delivered, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the Indenture
Trustee and the Indenture Trustee may submit an amended notice.

     "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of December 1, 2000, among the Obligor, as Issuer, PF Funding II, LLC,
as transferor, ML Asset Backed Corporation, as Depositor, PeopleFirst Finance,
LLC, as Seller and Servicer, and Wells Fargo Bank Minnesota, National
Association as Indenture Trustee and Backup Servicer, as amended from time to
time in accordance with its terms.

     "Scheduled Payments" means, with respect to each Payment Date, the
distribution to be made to the Class A Noteholders in an aggregate amount equal
to the Noteholders' Interest Distributable Amount and the Noteholders' Principal
Distributable Amount due and payable on such Payment Date, in each case in
accordance with the original terms of the Class A Notes when issued and without
regard to any amendment or modification of the Class A Notes, the Indenture or
the Sale and Servicing Agreement, except amendments or modifications to which
Financial Security has given its prior written consent; provided, however, that
Scheduled Payments shall not include (x) any portion of the Noteholders'
Interest Distributable Amount due to Class A Noteholders because the appropriate
notice and certificate for payment in proper form was not timely Received by
Financial Security or (y) any portion of the Noteholders' Interest Distributable
Amount due to Class A Noteholders representing interest on any Noteholders'
Interest Carryover Shortfall, unless, in each case, Financial Security elects,


                                       2
<PAGE>   4
Policy No. 51028-N                           Date of Issuance: December 15, 2000


in its sole discretion, to pay such amount in whole or in part. Scheduled
Payments do not include payments that become due on an accelerated basis as a
result of (a) a default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis, (c) the occurrence of an Event of Default
under the Indenture or (d) any other cause, unless, in each case, Financial
Security elects, in its sole discretion, to pay in whole or in part such
principal due upon acceleration, together with any accrued interest to the date
of acceleration. Scheduled Payments shall not include any amounts due in respect
of the Class A Notes attributable to any increase in interest rate, penalty or
other sum payable by the Obligor by reason of any default or event of default in
respect of the Obligations, or by reason of any deterioration of the
creditworthiness of the Obligor nor shall Scheduled Payments include, nor shall
coverage be provided under the Policy in respect of, any taxes, withholding or
other charge imposed by any governmental authority due in connection with the
payment of any Scheduled Payment to a Class A Noteholder.

     "Term Of This Policy" means the period from and including the Date of
Issuance to and including the latest of the date on which (i) the outstanding
principal amount of Class A Notes has been reduced to zero and all distributions
of the Noteholders' Interest Distributable Amount have been paid on the Class A
Notes, (ii) any period during which any payment on the Class A Notes could have
been avoided in whole or in part as a preference payment under applicable
bankruptcy, insolvency, receivership or similar law has expired, and (iii) if
any proceedings requisite to avoidance as a preference payment have been
commenced prior to the occurrence of (i) and (ii), a final and nonappealable
order in resolution of each such proceeding has been entered.

     2. Notices and Conditions to Payment in Respect of Scheduled Payments.
Following Receipt by Financial Security of a notice and certificate from the
Indenture Trustee in the form attached as Exhibit A to this Endorsement,
Financial Security will pay any amount payable hereunder in respect of Scheduled
Payments on the Obligations out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the third Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the Business
Day preceding the applicable Payment Date to which such claim relates. Payments
due hereunder in respect of Scheduled Payments will be disbursed by wire
transfer of immediately available funds to the Policy Payments Account
established pursuant to the Sale and Servicing Agreement or, if no such Policy
Payments Account has been established, to the Indenture Trustee.

     Financial Security shall be entitled to pay any amount hereunder in
respect of Scheduled Payments on the Obligations, including any amount due on
the Obligations on an accelerated basis, whether or not any notice and
certificate shall have been Received by Financial Security as provided above;
provided, however, that by acceptance of this Policy the Indenture Trustee
agrees to provide to Financial Security, upon request by Financial Security to
the Indenture Trustee, a notice and certificate in respect of any such payments
made by Financial Security. Financial Security shall be entitled to pay
hereunder any amount due on the Obligations that becomes due on an accelerated
basis at any time or from time to time after such amount becomes due, in whole
or in part, prior to the scheduled date of payment thereof; Scheduled Payments
insured hereunder shall not include interest, in respect of principal paid
hereunder on an accelerated basis,


                                       3

<PAGE>   5
Policy No. 51028-N                           Date of Issuance: December 15, 2000


accruing from and after the date of such payment of principal. Financial
Security's obligations hereunder in respect of Scheduled Payments shall be
discharged to the extent funds are disbursed by Financial Security as provided
herein whether or not such funds are properly applied by the Indenture Trustee.

     3. Notices and Conditions to Payment in Respect of Scheduled Payments
Avoided as Preference Payments. If any Scheduled Payment is avoided as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law, Financial Security will pay such amount out of the funds of
Financial Security on the later of (a) the date when due to be paid pursuant to
the Order (as defined below) or (b) the first to occur of (i) the fourth
Business Day following Receipt by Financial Security from the Indenture Trustee
of (A) a certified copy of the order (the "Order") of the court or other
governmental body that exercised jurisdiction to the effect that the Class A
Noteholder is required to return the amount of any Scheduled Payment distributed
with respect to the Class A Notes during the Term Of This Policy because such
distributions were avoidable as preference payments under applicable bankruptcy
law, (B) a certificate of the Class A Noteholder that the Order has been entered
and is not subject to any stay and (C) an assignment duly executed and delivered
by the Class A Noteholder, in such form as is reasonably required by Financial
Security and provided to the Class A Noteholder by Financial Security,
irrevocably assigning to Financial Security all rights and claims of the Class A
Noteholder relating to or arising under the Class A Notes against the debtor
that made such preference payment or otherwise with respect to such preference
payment, or (ii) the date of Receipt by Financial Security from the Indenture
Trustee of the items referred to in clauses (A), (B) and (C) above if, at least
four Business Days prior to such date of Receipt, Financial Security shall have
Received written notice from the Indenture Trustee that such items were to be
delivered on such date and such date was specified in such notice. Such payment
shall be disbursed to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order and not to the Indenture Trustee or any Class A
Noteholder directly (unless a Class A Noteholder has previously paid such amount
to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Order, in which case such payment shall be disbursed to the
Indenture Trustee for distribution to such Class A Noteholder upon proof of such
payment reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to Section
5A.2 of the Sale and Servicing Agreement.

     4. Governing  Law. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.

     5. Fiscal Agent. At any time during the Term Of This Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Indenture Trustee at the notice address
specified in the Sale and Servicing Agreement specifying the name and notice
address of the Fiscal Agent. From and after the date of receipt of such notice
by the Indenture Trustee, (i) copies of all notices and documents required to be
delivered to Financial Security pursuant to this Policy shall be simultaneously
delivered to the Fiscal Agent and to Financial Security and


                                       4

<PAGE>   6
Policy No. 51028-N                           Date of Issuance: December 15, 2000


shall not be deemed Received until Received by both and (ii) all payments
required to be made by Financial Security under this Policy may be made directly
by Financial Security or by the Fiscal Agent on behalf of Financial Security.
The Fiscal Agent is the agent of Financial Security only and the Fiscal Agent
shall in no event be liable to any Class A Noteholder for any acts of the Fiscal
Agent or any failure of Financial Security to deposit, or cause to be deposited,
sufficient funds to make payments due under this Policy.

     6. Waiver of Defenses. To the fullest extent permitted by applicable law,
Financial Security agrees not to assert, and hereby waives, for the benefit of
each Class A Noteholder, all rights (whether by counterclaim, setoff or
otherwise) and defenses (including, without limitation, the defense of fraud),
whether acquired by subrogation, assignment or otherwise, to the extent that
such rights and defenses may be available to Financial Security to avoid payment
of its obligations under this Policy in accordance with the express provisions
of this Policy.

     7. Notices.  All notices to be given hereunder shall be in writing (except
as otherwise specifically provided herein) and shall be mailed by registered
mail or personally delivered or telecopied to Financial Security as follows:

                   Financial Security Assurance Inc.
                   350 Park Avenue
                   New York, NY  10022
                   Attention:  Senior Vice President-Transaction Oversight
                   Re: PeopleFirst.com Vehicle Receivables Owner Trust 2000-2
                              Policy No.:  51028-N
                   Telecopy No.:  (212) 339-3518
                   Confirmation:  (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Indenture Trustee.

     8. Priorities. In the event any term or provision of the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.

     9. Exclusions From Insurance Guaranty Funds. This Policy is not covered by
the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.



                                       5

<PAGE>   7
Policy No. 51028-N                           Date of Issuance: December 15, 2000


     10. Surrender of Policy. The Indenture Trustee shall surrender this
Policy to Financial Security for cancellation upon expiration of the Term Of
This Policy.

     IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.


                                   FINANCIAL SECURITY ASSURANCE INC.



                                   By: __________________________________
                                               Authorized Officer






                                       6
<PAGE>   8

Policy No. 51028-N                           Date of Issuance: December 15, 2000


                                                      EXHIBIT A TO ENDORSEMENT 1


                         NOTICE OF CLAIM AND CERTIFICATE
                         -------------------------------

                        (Letterhead of Indenture Trustee)

Financial Security Assurance Inc.
350 Park Avenue
New York, NY  10022

      Re: PeopleFirst.com Vehicle Receivables Owner Trust 2000-2
           $73,899,000 Class A-1 6.54% Asset Backed Notes
          $200,000,000 Class A-2 6.37% Asset Backed Notes
          $107,000,000 Class A-3 6.34% Asset Backed Notes
          $144,101,000 Class A-4 6.43% Asset Backed Notes
          -----------------------------------------------

          The undersigned, a duly authorized officer of Wells Fargo Bank
Minnesota, National Association (the "Indenture Trustee") hereby certifies to
Financial Security Assurance Inc. ("Financial Security"), with reference to
Financial Guaranty Insurance Policy No. 51028-N dated December 15, 2000 (the
"Policy") issued by Financial Security in respect of the $73,899,000 Class A-1
6.54% Asset Backed Notes (the "Class A-1 Notes"), the $200,000,000 Class A-2
6.37% Asset Backed Notes (the "Class A-2 Notes"), the $107,000,000 Class A-3
6.34% Asset Backed Notes (the "Class A-3 Notes"), and the $144,101,000 Class A-4
6.43% Asset Backed Notes (the "Class A-4 Notes" and together with the Class A-1
Notes, Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") of the
above referenced Trust, that:

               (i)    The Indenture Trustee is the Indenture Trustee under the
          Indenture for the Class A Noteholders.

               (ii)   The sum of all amounts on deposit (or scheduled to be on
          deposit) in the Note Distribution Account and available for
          distribution to the Class A Noteholders pursuant to the Sale and
          Servicing Agreement will be $___________ (the "Shortfall") less than
          the Scheduled Payments with respect to the Payment Date
          occurring _______ __, ____.

               (iii)  The Indenture Trustee is making a claim under the Policy
          for the Shortfall to be applied to distributions of Scheduled
          Payments with respect to the Class A Notes.

               (iv)   The Indenture  Trustee agrees that, following receipt of
          funds from Financial Security, it shall (a) hold such amounts in
          trust and apply the same directly to the payment of Scheduled
          Payments on the Obligations when due; (b) not apply such funds for
          any other purpose; (c) not commingle such funds with other funds held
          by the Indenture Trustee and (d) maintain an accurate record of such
          payments with respect


                                      A-1

<PAGE>   9

Policy No. 51028-N                           Date of Issuance: December 15, 2000

          to each Class A Note and the corresponding claim on the Policy and
          proceeds thereof and, if the Class A Note is required to be
          surrendered or presented for such payment, shall stamp on each such
          Class A Note the legend "$[insert applicable amount] paid by
          Financial Security and the balance hereof has been canceled and
          reissued" and than shall deliver such Class A Note to Financial
          Security.

               (v)  The Indenture Trustee, on behalf of the Class A
          Noteholders, hereby assigns to Financial Security the rights of the
          Class A Noteholders with respect to the Class A Notes to the extent
          of any payments under the Policy, including, without limitation, any
          amounts due to the Class A Noteholders in respect of securities law
          violations arising from the offer and sale of the Class A Notes. The
          foregoing assignment is in addition to, and not in limitation of,
          rights of subrogation otherwise available to Financial Security in
          respect of such payments. The Indenture Trustee shall take such
          action and deliver such instruments as may be reasonably requested or
          required by Financial Security to effectuate the purpose or
          provisions of this clause (v).

               (vi) The Indenture Trustee, on its behalf and on behalf of the
          Class A Noteholders, hereby appoints Financial Security as agent and
          attorney-in-fact for the Indenture Trustee and each such Class A
          Noteholder in any legal proceeding with respect to the Class A Notes.
          The Indenture Trustee hereby agrees that Financial Security may at any
          time during the continuation of any proceeding by or against any
          debtor with respect to which a Preference Claim (as defined below) or
          other claim with respect to the Class A Notes is asserted under the
          United States Bankruptcy Code or any other applicable bankruptcy,
          insolvency, receivership, rehabilitation or similar law (an
          "Insolvency Proceeding") direct all matters relating to such
          Insolvency Proceeding, including without limitation, (A) all matters
          relating to any claim in connection with an Insolvency Proceeding
          seeking the avoidance as a preferential transfer of any payment made
          with respect to the Class A Notes (a "Preference Claim"), (B) the
          direction of any appeal of any order relating to any Preference Claim
          at the expense of Financial Security but subject to reimbursement as
          provided in the Insurance Agreement and (C) the posting of any surety,
          supersedeas or performance bond pending any such appeal. In addition,
          the Indenture Trustee hereby agrees that Financial Security shall be
          subrogated to, and the Indenture Trustee on its behalf and on behalf
          of each Class A Noteholder, hereby delegates and assigns, to the
          fullest extent permitted by law, the rights of the Indenture Trustee
          and each Class A Noteholder in the conduct of any Insolvency
          Proceeding, including, without limitation, all rights of any party to
          an adversary proceeding or action with respect to any court order
          issued in connection with any such Insolvency Proceeding.



                                      A-2

<PAGE>   10
Policy No. 51028-N                           Date of Issuance: December 15, 2000

               (vii) Payment should be made by wire transfer directed to
          [Specify Account].

          Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.

          IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered
this Notice of Claim and Certificate as of the ____ day of _______________,
_______.

                                       WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION
                                       not in its individual capacity but solely
                                       as Indenture Trustee



                                       By:
                                          --------------------------------------
                                       Title:



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

For Financial Security or Fiscal Agent Use Only

Wire transfer sent on                             by
                      ---------------------------

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

Confirmation Number
                     ----------------------------

                                      A-3