<PAGE>

EXHIBIT 10.2

                                                                  EXECUTION COPY

________________________________________________________________________________


                           INDEMNIFICATION AGREEMENT

                                     among

                      FINANCIAL SECURITY ASSURANCE INC.,

                               AFS FUNDING CORP.


                                      and


                        BANC OF AMERICA SECURITIES LLC


                         Dated as of February 6, 2000


                $182,000,000 Class A-1 6.04% Asset Backed Notes
                $313,000,000 Class A-2 6.54% Asset Backed Notes
                $572,000,000 Class A-3 7.15% Asset Backed Notes
                $233,000,000 Class A-4 7.29% Asset Backed Notes

________________________________________________________________________________
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
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
</TABLE>

EXHIBIT A -- Opinion of Assistant General Counsel
<PAGE>

                           INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT dated as of February 6, 2000 among FINANCIAL
SECURITY ASSURANCE INC. ("Financial Security"), AFS FUNDING CORP., (the
                          ------------------
"Seller") and BANC OF AMERICA SECURITIES LLC 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 February 6, 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 January 27, 2000
(the "Prospectus Supplement") relating to the Securities.

     "Representative" means Banc of America Securities LLC as representative of
      --------------
the Underwriters.

     "Securities" means the Trust's $182,000,000 Class A-1 6.04% Asset Backed
      ----------
Notes, $313,000,000 Class A-2 6.54% Asset Backed Notes, $572,000,000 Class A-3
7.15% Asset Backed Notes, and $233,000,000 Class A-4 7.29% Asset Backed Notes
issued pursuant to the Series 2000-A 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 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-A Supplement to
      -----------------------------------
Spread Account Agreement, dated as of February 6, 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-A.
      -----

     "Underwriters" means Banc of America Securities LLC, Bear, Stearns & Co.
      ------------
Inc., Chase Securities Inc. and Credit Suisse First Boston Corporation, 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
      ----------------------
January 27, 2000 among the Seller, AmeriCredit Financial Services, Inc. and the
Underwriters.

     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, 1998 and December 31, 1997 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 September 30, 1999,
     and the related statements of income, changes in shareholder equity

                                       3
<PAGE>

     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.

          (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-A 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:       Banc of America Securities LLC
                                   100 North Tryon Street
                                   NC1-007-10-07
                                   Charlotte, North Carolina 28255
                                   Confirmation: (704) 388-3616
                                   Telecopy No.: (704) 388-0622

          (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 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 Castiglione
                                --------------------------------
                                Name:  _________________________
                                Title: Authorized Officer


                            AFS FUNDING CORP.


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


                            BANC OF AMERICA SECURITIES LLC


                            By: /s/ Curtis A. Sidden
                                --------------------------------
                                Name:  Curtis A. Sidden
                                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