<PAGE>

                                                                 EXHIBIT 10.2

                                                               EXECUTION COPY

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


                            INDEMNIFICATION AGREEMENT

                                      among

                       FINANCIAL SECURITY ASSURANCE INC.,

                                AFS FUNDING CORP.



                                       and



                           J.P. MORGAN SECURITIES INC.



                          Dated as of October 24, 2001



               $234,000,000 Class A-1 2.39125% Asset Backed Notes
             $610,000,000 Class A-2 Floating Rate Asset Backed Notes
             $481,000,000 Class A-3 Floating Rate Asset Backed Notes
                 $475,000,000 Class A-4 4.41% Asset Backed Notes

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

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                             ----
<S>             <C>                                                                                          <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.......................................................................7

Section 6.      Contribution.....................................................................................8

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


EXHIBIT A -- Opinion of Assistant General Counsel

</TABLE>


<PAGE>
                            INDEMNIFICATION AGREEMENT


                  INDEMNIFICATION AGREEMENT dated as of October 24, 2001, among
FINANCIAL SECURITY ASSURANCE INC. ("FINANCIAL SECURITY"), AFS FUNDING CORP.,
(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
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 October 17, 2001 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 January 17, 2001 and the Prospectus Supplement dated
October 17, 2001 (the "Prospectus Supplement") relating to the Securities.

                  "REPRESENTATIVE" means J.P. Morgan Securities Inc., as
representative of the Underwriters.

                  "SECURITIES" means the Trust's $234,000,000 Class A-1 2.39125%
Asset Backed Notes, $610,000,000 Class A-2 Floating Rate Asset Backed Notes,
$481,000,000 Class A-3 Floating Rate Asset Backed Notes and $475,000,000 Class
A-4 4.41% Asset Backed Notes issued pursuant to the Series 2001-D Indenture.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time.

                  "SELLER PARTY" means any of the Seller, its parent,
subsidiaries and affiliates and any shareholder, director, officer, employee,
agent or "controlling person" (as such term is used in the Securities Act) of
any of the foregoing.

                  "SPREAD ACCOUNT AGREEMENT" means the Spread Account Agreement,
as amended and restated, dated as of May 11, 1998, as amended as of October 25,
1999, as further amended as of May 22, 2000, as further amended as of November
29, 2000, 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 2001-D
Supplement to Spread Account Agreement, dated as of October 17, 2001, 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 2001-D.

                  "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.

                  "UNDERWRITERS" means J.P. Morgan Securities Inc., Deutsche
Banc Alex. Brown Inc., Bank of America Securities LLC, Credit Suisse First
Boston Corporation, Merrill Lynch and Pierce, Fenner & Smith Incorporated, as
underwriters.

                  "UNDERWRITING AGREEMENT" means the Underwriting Agreement,
dated as of October 17, 2001 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).


                                       3
<PAGE>

                  (f) FINANCIAL INFORMATION. The consolidated balance sheets of
         Financial Security as of December 31, 2000 and December 31, 1999 and
         the related consolidated statements of income, changes in shareholder's
         equity and cash flows for the fiscal years then ended, and the interim
         consolidated balance sheet of Financial Security as of June 30, 2001,
         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.

                  (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


                                       4
<PAGE>

         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
Moody's Investors Service, 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 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

                                       5
<PAGE>


                  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 (i) on the cover
         page of the Prospectus Supplement, the information in the bottom table
         under the categories entitled "Price to Public", "Underwriting
         Discounts" and "Proceeds to Seller" and (ii) in the body of the
         Prospectus Supplement and within the "Underwriting" section, the first,
         third and final (i.e., sixth) paragraphs immediately following the
         Class A-4 Notes Underwriter commitment table.

         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

                                       6
<PAGE>

         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, 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.


                                       7
<PAGE>


         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.

                  (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.


                                       8
<PAGE>


         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 2001-D
                                     Confirmation:  (212) 826-0100
                                     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:     J.P. Morgan Securities Inc.
                                     270 Park Avenue, 7th Floor
                                     New York, NY 10017
                                     Attention: James Y. Lee, Vice
                                                President-Legal
                                     Confirmation: (212) 270-6255
                                     Telecopy No.: (212) 270-7473


                  (b) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                  (c) ASSIGNMENTS. This Agreement may not be assigned by any
         party without the express written consent of each other party. Any
         assignment made in violation of this Agreement shall be null and void.

                  (d) AMENDMENTS. Amendments of this Agreement shall be in
         writing signed by each party hereto.

                  (e) SURVIVAL, ETC. The indemnity and contribution agreements
         contained in this Agreement shall remain operative and in full force
         and effect, regardless of (i) any investigation made by or on behalf of
         any Indemnifying Party, (ii) the issuance of the Securities or (iii)
         any termination of this Agreement or the Policy. The indemnification
         provided in this Agreement will be in addition to any liability which
         the parties may otherwise have and shall in no way limit any
         obligations of the Seller under the Underwriting Agreement or the
         Insurance Agreement.

                                       9
<PAGE>


                  (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]



                                       10
<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 J. CASTIGLIONE
                                          ------------------------------------
                                          Name:   MARK J. CASTIGLIONE
                                                  ----------------------------
                                          Title:  Authorized Officer



                                          AFS FUNDING CORP.


                                          By:  /S/ PRESTON A. MILLER
                                               ------------------------------
                                               Name:   Preston A. Miller
                                               Title:  Executive Vice President
                                                       and Treasurer


                                          J.P. MORGAN SECURITIES INC.


                                          By:  /S/ WILLIAM J. HALEY
                                               ------------------------------
                                               Name: William J. Halley
                                               Title: Managing Director



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



                                       11

<PAGE>


                                    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,


                                      A-1
<PAGE>

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).


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