<PAGE>

                                                                    Exhibit 10.4


                          MBIA INSURANCE CORPORATION

                      FINANCIAL GUARANTY INSURANCE POLICY

                               January 25, 2001

                                                                Policy No. 34115


Re:                        CarMax Auto Owner Trust 2001-1, Class A-1, Class A-2,
---                        Class A-3 and Class A-4 Asset-Backed Notes
                           (collectively, the "Notes") and Asset-Backed
                                               -----
                           Certificates (the "Certificates" and together with
                                              ------------
                           the Notes, the "Securities");
                                           ----------

Insured                    Obligation of CarMax Auto Owner Trust 2001-1 (the
-------
Obligation:                "Trust") to pay servicing fees and interest on and
----------                  -----
                           the principal of the Securities.

Beneficiary:               Bankers Trust Company, as indenture trustee under the
-----------
                           Agreement (as defined below) (together with any
                           successor trustee duly appointed and qualified under
                           the Agreement) (the "Indenture Trustee") on behalf of
                                                --------- -------
                           the Noteholders and the Certificateholders.

     MBIA INSURANCE CORPORATION ("MBIA"), for consideration received, hereby
                                  ----
unconditionally and irrevocably guarantees to the Beneficiary, subject only to
the terms of this Policy (the "Policy"), payment of the Insured Obligation.
                               ------
MBIA agrees to pay to the Beneficiary:

     (x)  with respect to any Distribution Date, the sum of (i) Total Servicing
Fee for the preceding Collection Period, (ii) Total Note Interest for such
Distribution Date, and (iii) Total Certificate Interest for such Distribution
Date (in each case, after giving effect to any distributions of Available
Collections and any funds withdrawn from the Reserve Account to pay such amounts
with respect to such Distribution Date); and

     (y)  with respect to any Distribution Date, the lesser of (i) the sum of
(a) Monthly Note Principal for such Distribution Date and (b) Monthly
Certificate Principal for such Distribution Date (in each case, after giving
effect to any distributions of Available Collections and any funds withdrawn
from the Reserve Account to pay such principal with respect to such Distribution
Date) and (ii) the Net Principal Policy Amount (after giving effect to any funds
withdrawn from the Reserve Account to pay principal to the Noteholders and the
Certificateholders with respect to such Distribution Date); and

provided, however, that no payment under this Policy with respect to any
--------  -------
Distribution Date shall exceed the Policy Amount for such Distribution Date, and

provided further, that with respect to an Avoided Payment, the Policy Amount
-------- -------
shall be calculated without regard to clause (x)(A)(i) of
<PAGE>

the definition thereof. This Policy does not cover shortfalls, if any,
attributable to the liability of the Trust or the Indenture Trustee for
withholding taxes, if any (including interest and penalties in respect of such
liability).

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture dated as of January 1, 2001
between the Trust and the Indenture Trustee (the "Agreement"). As used herein,
                                                  ---------
the term "Policy Amount" shall mean, with respect to any Distribution Date,
          -------------

     (x)  the sum of (A) the lesser of (i) the Note Balance on such Distribution
     Date plus the Certificate Balance on such Distribution Date (after giving
          ----
     effect to any distribution of Available Collections and any funds withdrawn
     from the Reserve Account to pay principal to the Noteholders or the
     Certificateholders with respect to such Distribution Date) and (ii) the Net
     Principal Policy Amount on such Distribution Date (after giving effect to
     any funds withdrawn from the Reserve Account to pay principal to the
     Noteholders or the Certificateholders with respect to such Distribution
     Date), plus (B) Total Note Interest for such Distribution Date, plus (C)
            ----                                                     ----
     Total Certificate Interest for such Distribution Date, plus (D) Total
                                                            ----
     Servicing Fee for the preceding Collection Period; less
                                                        ----

     (y)  all amounts on deposit in and available for withdrawal from the
     Reserve Account on such Distribution Date after giving effect to any funds
     withdrawn from the Reserve Account to pay principal to the Noteholders or
     the Certificateholders with respect to such Distribution Date.

     As used herein, the term "Net Principal Policy Amount" shall mean, on any
                               ---------------------------
Distribution Date, the sum of the Note Balance as of the Closing Date plus the
                                                                      ----
Certificate Balance as of the Closing Date, minus all amounts previously drawn
                                            -----
on the Policy or withdrawn from the Reserve Account in either case with respect
to Monthly Note Principal or Monthly Certificate Principal.

     As used herein, the term "Insurance Agreement" shall mean the Insurance and
                               -------------------
Reimbursement Agreement, dated as of January 25, 2001 among Pooled Auto
Securities Shelf LLC (the "Depositor"), CarMax Auto Superstores, Inc.,
                           ---------
individually, as seller (the "Seller") and as servicer (the "Servicer"), the
                              ------                         --------
Trust, the Indenture Trustee and MBIA.

     As used herein, the term "Insolvency Proceeding" means (i) the
                               ---------------------
commencement, after the date hereof, of any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings by or against the Seller, the Servicer, the Depositor or the Trust,
or (ii) the commencement, after the date hereof, of any proceedings by or
against the Seller, the Servicer, the Depositor or the Trust for the winding up
or liquidation of its affairs or (iii) the consent, after the date hereof, to
the appointment of a trustee, conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to the Seller, the
Servicer, the Depositor or the Trust.

     Subject to the foregoing, if any amount paid or required to be paid in
respect of the Insured Obligation is voided (a "Preference Event") under any
                                                ----------------
applicable bankruptcy, insolvency, receivership or similar law in an Insolvency
Proceeding, and, as a result of such a

                                       2
<PAGE>

Preference Event, the Beneficiary, the Noteholders or the Certificateholders are
required to return such voided payment, or any portion of such voided payment
made or to be made in respect of the Notes or the Certificates, respectively (an
"Avoided Payment"), MBIA will pay an amount equal to each such Avoided Payment,
 ---------------
irrevocably, absolutely and unconditionally and without the assertion of any
defenses to payment, including fraud in inducement or fact or any other
circumstances that would have the effect of discharging a surety in law or in
equity, upon receipt by MBIA from the Beneficiary, the Noteholders or the
Certificateholders of (x) a certified copy of a final order of a court
exercising jurisdiction in such Insolvency Proceeding to the effect that the
Beneficiary, the Noteholders or the Certificateholders are required to return
any such payment or portion thereof prior to the Termination Date (as defined
below) of this Policy because such payment was voided under applicable law, with
respect to which order the appeal period has expired without an appeal having
been filed (the "Final Order"), (y) an assignment, in the form of Exhibit D
                 -----------                                      ---------
hereto, irrevocably assigning to MBIA all rights and claims of the Beneficiary,
------
the Noteholders or the Certificateholders relating to or arising under such
Avoided Payment and (z) a Notice for Payment in the form of Exhibit A hereto
                                                            ---------
appropriately completed and executed by the Beneficiary, the Noteholders or the
Certificateholders. Such payment shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Final
Order and not to the Beneficiary, the Noteholders or the Certificateholders
directly unless such Noteholder or such Certificateholder (as the case may be)
has returned principal and interest paid on the Notes or the Certificates (as
the case may be) to such receiver, conservator, debtor-in-possession or trustee
in bankruptcy, in which case such payment shall be disbursed to such Noteholder
or such Certificateholder (as the case may be).

     Notwithstanding the foregoing, in no event shall MBIA be obligated to make
any payment in respect of any Avoided Payment, which payment represents a
payment of interest or the principal amount of the Notes or the Certificates,
prior to the time MBIA would have been required to make a payment in respect of
such interest or principal pursuant to the first paragraph of this Policy.

     Payment of amounts hereunder shall be made in immediately available funds
(x) pursuant to the first paragraph of this Policy on the later of (a) 12:00
noon, New York City time, on the Distribution Date or (b) 12:00 noon, New York
City time, on the Business Day next succeeding presentation to MBIA and State
Street Bank and Trust Company, N.A., as Fiscal Agent for MBIA or any successor
fiscal agent appointed by MBIA (the "Fiscal Agent") (as hereinafter provided) of
                                     ------------
a notice for payment in the form of Exhibit A hereto ("Notice for Payment"),
                                    ---------          ------------------
appropriately completed and executed by the Beneficiary, and (y) in respect of
Avoided Payments prior to 12:00 noon New York City time, on the second Business
Day following MBIA's receipt of the documents required under clauses (x) through
(z) of the second preceding paragraph. Any such documents received by MBIA or
the Fiscal Agent after 12:00 noon New York City time on any Business Day or on
any day that is not a Business Day shall be deemed to have been received by MBIA
or the Fiscal Agent, as applicable, prior to 12:00 noon on the next succeeding
Business Day.  All payments made by MBIA hereunder will be made with MBIA's own
funds. A Notice for Payment under this Policy may be presented to the Fiscal
Agent and MBIA on any Business Day following the Determination Date in respect
of which the Notice for Payment is being presented, by (a) delivery of the
original Notice for Payment to the Fiscal Agent and MBIA at its respective
addresses set forth below, or (b) facsimile transmission of the original Notice
for Payment to the Fiscal Agent and MBIA at its respective facsimile numbers

                                       3
<PAGE>

set forth below. If presentation is made by facsimile transmission, the
Beneficiary shall (i) simultaneously confirm transmission by telephone to the
Fiscal Agent and MBIA at its respective telephone numbers set forth below, and
(ii) as soon as reasonably practicable, deliver the original Notice for Payment
to the Fiscal Agent and MBIA at its respective addresses set forth below.

     If any Notice for Payment received by the Fiscal Agent is not in proper
form or is otherwise insufficient for the purpose of making a claim hereunder,
it shall be deemed not to have been received by the Fiscal Agent and MBIA, and
MBIA or the Fiscal Agent, shall promptly so advise the Indenture Trustee, and
the Indenture Trustee may submit an amended Notice for Payment.

     Payments due hereunder unless otherwise stated herein will be disbursed by
the Fiscal Agent or MBIA to the Indenture Trustee on behalf of the Noteholders
and the Certificateholders by wire transfer of immediately available funds in
the amount of such payment.

     The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall in
no event be liable to the Noteholders or the Certificateholders for any acts of
the Fiscal Agent or any failure of MBIA to deposit or cause to be deposited
sufficient funds to make payments due under this Policy.

     MBIA hereby waives and agrees not to assert any and all rights to require
the Beneficiary to make demand on or to proceed against any person, party or
security prior to the Beneficiary demanding payment under this Policy.

     No defenses, set-offs and counterclaims of any kind available to MBIA so as
to deny payment of any amount due in respect of this Policy will be valid and
MBIA hereby waives and agrees not to assert any and all such defenses, set-offs
and counterclaims, including, without limitation, any such rights acquired by
subrogation, assignment or otherwise.

     MBIA shall be subrogated to the rights of the Noteholders and the
Certificateholders to receive payments under the Notes and the Certificates to
the extent of any payment by MBIA hereunder.

     Any rights of subrogation acquired by MBIA as a result of any payment made
under this Policy shall, in all respects, be subordinate and junior in right of
payment to the prior indefeasible payment in full of all amounts due the
Noteholders and the Certificateholders under the Notes and the Certificates.
MBIA's obligations under this Policy shall be discharged to the extent funds to
pay the Insured Obligation are deposited into the Collection Account, the Note
Payment Account or the Certificate Payment Account by the Servicer or the
Indenture Trustee, as applicable, in accordance with the Sale and Servicing
Agreement (except to the extent such payment is thereafter returned as an
Avoided Payment) or disbursed by MBIA as provided in this Policy, whether or not
such funds are properly applied by the Beneficiary.

     This Policy is neither transferable nor assignable, in whole or in part,
except to a successor trustee duly appointed and qualified under the Agreement.
Such transfer and assignment shall be effective upon receipt by MBIA of a copy
of the instrument effecting such transfer and assignment signed by the
transferor and by the transferee, and a certificate, properly

                                       4
<PAGE>

completed and signed by the transferor and the transferee, in the form of
Exhibit B hereto (which shall be conclusive evidence of such transfer and
---------
assignment), and, in such case, the transferee instead of the transferor shall,
without the necessity of further action, be entitled to all the benefits of and
rights under this Policy in the transferor's place, provided that, in such case,
the Notice for Payment presented hereunder shall be a certificate of the
transferee and shall be signed by one who states therein that he is a duly
authorized officer of the transferee.

     All notices, presentations, transmissions, deliveries and communications
made by the Beneficiary to MBIA with respect to this Policy shall specifically
refer to the number of this Policy and shall be made to MBIA at:

          MBIA Insurance Corporation
          113 King Street
          Armonk, N.Y. 10504
          Attention: Insured Portfolio Management,
                         Structured Finance
          Telephone: (914) 273-4545
          Facsimile: (914) 765-3810

or such other address, telephone number or facsimile number as MBIA may
designate to the Beneficiary in writing from time to time. Each such notice,
presentation, transmission, delivery and communication shall be effective only
upon actual receipt by MBIA.

     Any notice hereunder delivered to the Fiscal Agent may be made at the
address listed below for the Fiscal Agent or such other address as MBIA shall
specify in writing to the Indenture Trustee, the Seller and the Depositor.

     The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency,
Facsimile: (212) 612-3201, Telephone: (212) 612-3458 or such other address as
the Fiscal Agent shall specify in writing to the Indenture Trustee, the Seller
and the Depositor.

     The obligations of MBIA under this Policy are irrevocable, primary,
absolute and unconditional (except as expressly provided herein) and neither the
failure of the Indenture Trustee, the Depositor, the Seller, the Servicer, the
Trust or any other person to perform any covenant or obligation in favor of MBIA
(or otherwise), nor the failure or omission to make a demand permitted
hereunder, nor the commencement of any bankruptcy, debtor or other insolvency
proceeding by or against the Indenture Trustee, the Depositor, the Seller, the
Servicer, the Trust or any other person shall in any way affect or limit MBIA's
obligations under this Policy. If an action or proceeding to enforce this Policy
is brought by the Beneficiary, the Beneficiary shall be entitled to recover from
MBIA costs and expenses reasonably incurred, including without limitation
reasonable fees and expenses of counsel.

     There shall be no acceleration payment due under this Policy unless such
acceleration is at the sole option of MBIA.

     This Policy and the obligations of MBIA hereunder shall terminate on the
day (the "Termination Date") on which the earliest of the following occurs:  (i)
          ----------------
MBIA receives written

                                       5
<PAGE>

notice, signed by the Beneficiary, substantially in the form of Exhibit C
                                                                ---------
hereto, stating that the Agreement has been terminated pursuant to its terms,
(ii) the date which is one year and one day following the Distribution Date
occurring on February 15, 2007 and (iii) the date which is one year and one day
following the Distribution Date upon which the later of the final distribution
on the Notes or the Certificates is made.

     The foregoing notwithstanding, if an Insolvency Proceeding is existing
during the one year and one day period set forth in clauses (ii) or (iii) above,
then this Policy and MBIA's obligations hereunder shall terminate on (and the
"Termination Date" shall be) the later of (i) the date of the conclusion or
dismissal of such Insolvency Proceeding without continuing jurisdiction by the
court in such Insolvency Proceeding, and (ii) the date on which MBIA has made
all payments required to be made under the terms of this Policy in respect of
Avoided Payments.

     This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.

     This Policy sets forth in full the undertaking of MBIA, and shall not be
modified, altered or affected by any other agreement or instrument, including
any modification or amendment to any other agreement or instrument, or by the
merger, consolidation or dissolution of the Trust or any other Person and may
not be canceled or revoked by MBIA prior to the time it is terminated in
accordance with the express terms hereof. The Premium on this Policy is not
refundable for any reason.

     This Policy shall be returned to MBIA upon expiration.


                                       6
<PAGE>

     THIS POLICY SHALL BE CONSTRUED, AND THE


     OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES OR THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION.


     IN WITNESS WHEREOF, MBIA has caused this Policy to be duly executed on the
date first written above.

                            MBIA INSURANCE CORPORATION



                             By:   /s/ Gary C. Dunton
                                 --------------------

                                  Gary C. Dunton
                                  Vice President

                             By:   /s/ Amy R. Gonch
                                   ----------------

                                   Amy R. Gonch
                                   Assistant Secretary


                                       7
<PAGE>

                                                Exhibit A to Policy Number 34115

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504
Attention: Insured Portfolio Management,
           Structured Finance


                              NOTICE FOR PAYMENT

                           UNDER POLICY NUMBER 34115


     ______________, as indenture trustee (the "Indenture Trustee"), hereby
                                                -----------------
certifies to MBIA Insurance Corporation ("MBIA") with reference to that certain
                                          ----
Policy, Number 34115 dated January 25, 2001 (the "Policy"), issued by MBIA in
                                                  ------
favor of the Indenture Trustee under the Indenture, dated as of January 1, 2001
(the "Agreement") between CarMax Auto Owner Trust 2001-1 and Bankers Trust
      ---------
Company, as indenture trustee, as follows:

     1.   The Indenture Trustee is the Beneficiary under the Policy.

     2.   The Indenture Trustee is entitled to make a demand under the Policy
[pursuant to Section 4.6(c) of the Sale and Servicing Agreement][as a result of
the occurrence of a Preference Event as defined in the Policy].

[For a Notice for Payment in respect of a Distribution Date use the following
paragraphs 3,4, and 5.]

     3.   This notice relates to the [insert date] Distribution Date.  The
Policy Amount, as specified to the Indenture Trustee by the Servicer, for such
Distribution Date is $________.  The amount demanded by this notice for the
benefit of the Noteholders and the Certificateholders does not exceed such
Policy Amount.

     4.   The Indenture Trustee demands payment of $_______ which consists of
[Total Servicing Fee in the amount of $_______]; [Total Note Interest  in the
amount of $___________]; [Total Certificate Interest in the amount of
$____________]; [Monthly Note Principal in the amount of $___________]; [and
Monthly Certificate Principal in the amount of $_____________].

     5.   The amount demanded is to be paid in immediately available funds to
the Collection Account at             , account number                 [except
that $_____ of such amount is to be paid to the Certificate Payment Account at
____________, account number ____________].

[For a Notice for Payment in respect of an Avoided Payment use the following
paragraphs 3, 4, and 5.]
<PAGE>

     3.   The Indenture Trustee hereby represents and warrants, based upon
information available to it, that (i) the amount entitled to be drawn under the
Policy on the date hereof in respect of Avoided Payments is [$               ],
(ii) each Noteholder and Certificateholder with respect to which the drawing is
being made under the Policy has paid or simultaneously with such draw on the
Policy will pay such Avoided Payment, and (iii) the documents required by the
Policy to be delivered in connection with such Avoided Payment have previously
been presented to MBIA or are attached hereto.

     4.   The Indenture Trustee hereby demands payment of the Avoided Payment in
the amount of [$          ] and the Indenture Trustee hereby represents and
warrants, based upon information available to it, that such amount is not in
excess of the sum of (i) the Policy Amount calculated without regard to clause
(A)(i) of the definition thereof, as of the date hereof, and (ii) interest
thereon (which interest is the amount paid to the Noteholders or the
Certificateholders on the date the Trust made the payment that has been voided).

     5.   The amount demanded is to be paid in immediately available funds by
wire transfer to [                  ].

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.

     Any Person Who Knowingly And With Intent To Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading Information Concerning Any Fact Material Thereof, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A Civil
Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of The Claim
For Each Such Violation.

     IN WITNESS WHEREOF, this notice has been executed this _____ day
of______________________ , ___.


__________________, as Indenture Trustee

By:________________________

   Authorized Officer


                                       2
<PAGE>

                                                Exhibit B to Policy Number 34115

MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention:  Insured Portfolio Management,
        Structured Finance

Dear Sirs:

     Reference is made to that certain Policy, Number 34115 dated January 25,
2001 (the "Policy") which has been issued by MBIA Insurance Corporation in favor
           ------
of Bankers Trust Company, as Indenture Trustee.

     The undersigned [Name of Transferor] has transferred and assigned (and
hereby confirms to you said transfer and assignment) all of its rights in and
under said Policy to [Name of Transferee] and confirms that [Name of Transferor]
no longer has any rights under or interest in said Policy.

     Transferor and Transferee have indicated on the face of said Policy that it
has been transferred and assigned to Transferee.

     Transferee hereby certifies that it is a duly authorized transferee under
the terms of said Policy and is accordingly entitled, upon presentation of the
document(s) called for therein, to receive payment thereunder.


_________________________
[Name of Transferor]



By:______________________
  [Name and Title of
  Authorized Officer of
  Transferor


_________________________
[Name of Transferee]


By:______________________
  [Name and Title of
  Authorized Officer of
  Transferee]

                                       2
<PAGE>

                                                Exhibit C to Policy Number 34115

MBIA Insurance Corporation
113 King Street
Armonk, New York  10504
Attention: Insured Portfolio Management,
           Structured Finance

Dear Sirs:

     Reference is made to that certain Policy, Number 34115 dated January 25,
2001 (the "Policy"), issued by MBIA in favor of the Indenture Trustee under the
           ------
Indenture dated as of January 1, 2001 between CarMax Auto Owner Trust 2001-1 and
Bankers Trust Company, as indenture trustee (the "Indenture Trustee") (the
                                                  -----------------
"Agreement").
----------

     The undersigned hereby certifies and confirms that the Agreement and the
Trust have  been terminated, with respect to the Noteholders and the
Certificateholders, pursuant to their terms and that the Collection Account
contains sufficient funds after taking into account all payments [      ] to pay
in full all payments due under presently outstanding Notes and Certificates
(referred to in said Policy) and to pay in full all payments due to MBIA under
the Agreement and the Insurance and Reimbursement Agreement dated as of January
25, 2001 among CarMax Auto Superstores, Inc., individually, as Seller and as
Servicer, Pooled Auto Securities Shelf LLC, CarMax Auto Owner Trust 2001-1, the
Indenture Trustee and MBIA.  Accordingly, said Policy is hereby terminated in
accordance with its terms.  The Indenture Trustee hereby surrenders the Policy
to MBIA for cancellation and hereby instructs MBIA to cancel the same, effective
on the date of its receipt of this certificate.

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.


     IN WITNESS WHEREOF, this notice has been executed this _____ day

of______________________ , ____.

__________________, as Indenture Trustee



By:________________________
     Authorized Officer

                                       2



<PAGE>

                                                Exhibit D to Policy Number 34115

                              Form of Assignment

     Reference is made to that certain Policy No. 34115, dated January 25, 2001
(the "Policy") issued by MBIA Insurance Corporation ("MBIA") relating to the
      ------                                          ----
CarMax Auto Owner Trust 2001-1.  Unless otherwise defined herein, capitalized
terms used in this Assignment shall have the meanings assigned thereto in the
Policy or as incorporated by reference therein.  In connection with the Avoided
Payment of [$            ] [paid on _________] [which is being paid on the date
hereof]  by the undersigned (the "Holder") and the payment by MBIA in respect of
                                  ------
such Avoided Payment pursuant to the Policy, the Holder hereby irrevocably and
unconditionally, without recourse, representation or warranty (except as
provided below), sells, assigns, transfers, conveys and delivers all of such
Holder's rights, title and interest in and to any rights or claims, whether
accrued, contingent or otherwise, which the Holder now has or may hereafter
acquire, against any person relating to, arising out of or in connection with
such Avoided Payment. The Holder represents and warrants that such claims and
rights are free and clear of any lien or encumbrance created or incurred by such
Holder./1/



____________________________
Holder of Note or Certificate







_____________________________
     /1/  In the event that the terms of this form of assignment are reasonably
determined to be insufficient solely as a result of a change of law or
applicable rules after the date of the Policy to fully vest all of the Holder's
right, title and interest in such rights and claims, the Holder and MBIA shall
agree on such other form as is reasonably necessary to effect such assignment,
which assignment shall be without recourse, representation or warranty except as
provided above.