<PAGE>

                                                                    Exhibit 10.2
                                                                  EXECUTION COPY

                            INDEMNIFICATION AGREEMENT

                                      among

                       FINANCIAL SECURITY ASSURANCE INC.,

                                AFS FUNDING CORP.

                                       and

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED



                            Dated as of June 4, 2002



               $205,000,000 Class A-1 1.90790% Asset Backed Notes
                 $353,000,000 Class A-2 2.71% Asset Backed Notes
                 $325,000,000 Class A-3 3.78% Asset Backed Notes
                 $317,000,000 Class A-4 4.46% 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
</TABLE>

EXHIBIT A -- Opinion of Assistant General Counsel

<PAGE>

                            INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT dated as of June 4, 2002, among FINANCIAL
SECURITY ASSURANCE INC. ("Financial Security"), AFS FUNDING CORP., (the
"Seller") and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 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 June 4, 2002 among Financial Security, the Trust, AmeriCredit Financial
Services, Inc., AFS Funding Corp., AmeriCredit Corp. and AFS Funding Trust.

     "Losses" means (a) any actual out-of-pocket damages incurred by the party
entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket costs or expenses incurred by such party, including reasonable
fees or expenses of its counsel and other expenses incurred in connection with
investigating or defending any claim, action or other proceeding which entitle
such party to be indemnified hereunder (subject to the limitations set forth in
Section 5 hereof), to the extent not paid, satisfied or reimbursed from funds
provided by any other Person other than an affiliate of such party (provided
that the foregoing shall not create or imply any obligation to pursue recourse
against any such other Person), plus (c) interest on the amount paid by the
party entitled to indemnification or contribution from the date of such

<PAGE>

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.

     "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 25, 2002 and the Prospectus Supplement dated May 30, 2002 (the
"Prospectus Supplement") relating to the Securities.

     "Representative" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the Underwriters.

     "Securities" means the Trust's $205,000,000 Class A-1 1.90790% Asset Backed
Notes, $353,000,000 Class A-2 2.71% Asset Backed Notes, $325,000,000 Class A-3
3.78% Asset Backed Notes and $317,000,000 Class A-4 4.46% Asset Backed Notes
issued pursuant to the Series 2002-B 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 2002-B Supplement to
Spread Account Agreement, dated as of June 4, 2002, 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 2002-B.

     "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 Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc., Banc One Capital Markets, Inc., Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and First Union
Securities, Inc., as underwriters.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of May
30, 2002 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, 2001 and December 31, 2000 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 March 31, 2002
     (unaudited), and the related statements of income, changes in shareholder
     equity and cash flows for the interim period then ended, which are
     incorporated by reference in the Prospectus, fairly present in all material
     respects the financial condition of Financial Security as of such dates and
     for such periods in accordance with generally accepted accounting
     principles consistently applied (subject as to interim statements to normal
     year-end adjustments) and since the date of the most current interim
     consolidated balance sheet referred to above there has been no change in
     the financial condition of Financial Security which would materially and
     adversely affect its ability to perform its obligations under the Policy.

          (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 second, fourth and final (i.e., seventh) 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, severally but not jointly,
     upon the terms and subject to the conditions provided herein, to indemnify,
     defend and hold harmless each Financial Security Party and each Seller
     Party against (i) any and all Losses incurred by them with respect to the
     offer and sale of the Securities and resulting from the Underwriters'
     breach of any of its representations, warranties or agreements set forth in
     Section 3 hereof and (ii) any and all Losses to which any Financial
     Security Party or Seller Party may become subject, under the Securities Act
     or otherwise, insofar as such Losses arise out of or result from an untrue
     statement of a material fact contained in any Offering Document or the
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, in each case to
     the extent, but only to the extent, that such untrue statement or omission
     was made in the Underwriter Information included therein.

          (c)     Upon the incurrence of any Losses for which a party is
     entitled to indemnification hereunder, the Indemnifying Party shall
     reimburse the Indemnified Party

                                        6

<PAGE>

     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 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
                                  2002-B
                                  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:      Merrill Lynch, Pierce, Fenner & Smith
                                  Incorporated
                                  Corporate and Institutional Client Group,
                                  4 World Financial Center, North Tower
                                  New York, NY 10281-1310
                                  Attention: Greg Petrie
                                  Confirmation: (212) 449-7201
                                  Telecopy No.: (212) 449-9015


          (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/ Raymond Galkowski
                                   ---------------------------------------------
                                   Name:   Raymond Galkowski
                                           -------------------------------------
                                   Title:  Authorized Officer



                                AFS FUNDING CORP.


                                By: /s/ Julie Borge
                                   ---------------------------------------------
                                   Name:   Julie Borge
                                   Title:  Vice President, Structured Finance



                                MERRILL LYNCH, PIERCE, FENNER & SMITH
                                INCORPORATED


                                By: /s/ Theodore F. Breck
                                   ---------------------------------------------
                                   Name:   Theodore F. Breck
                                   Title:  Authorized Signatory

                                       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).

                                       A-2