<PAGE>

                                                                    Exhibit 10.4


                           MBIA INSURANCE CORPORATION

                       FINANCIAL GUARANTY INSURANCE POLICY

                                November 27, 2001

                                                                Policy No. 36768

Re:                 CarMax Auto Owner Trust 2001-2, 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 2001-2 (the "Trust")
-------                                                                -----
Obligation:         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Collections and any funds withdrawn from the Reserve Account to pay such amounts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);

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 November 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 November 27, 2001 among Pooled Auto
Securities Shelf LLC (the "Depositor"), CarMax Auto Superstores, Inc.,
                           ---------
individually, as seller (the "Seller") and as servicer (the "Servicer") 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 Owner Trustee or 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) 765-3131

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 May 15, 2008 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 termination.

     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 GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF
WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

                                       6

<PAGE>

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


                                        MBIA INSURANCE CORPORATION



                                        By: ______________________________
                                            Name:
                                            Title:


                                        By: ______________________________
                                            Name:
                                            Title:

                                       7

<PAGE>

                                           Exhibit A to Policy Number 36768

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


                               NOTICE FOR PAYMENT

                            UNDER POLICY NUMBER 36768


         ______________, as indenture trustee (the "Indenture Trustee"), hereby
                                                    -----------------
certifies to MBIA Insurance Corporation ("MBIA") with reference to that certain
                                          ----
Policy, Number 36768 dated November 27, 2001 (the "Policy"), issued by MBIA in
                                                   ------
favor of the Indenture Trustee under the Indenture, dated as of November 1, 2001
(the "Agreement") between CarMax Auto Owner Trust 2001-2 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 36768

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 36768 dated November
27, 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]

<PAGE>

                                                Exhibit C to Policy Number 36768

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 36768 dated November
27, 2001 (the "Policy"), issued by MBIA in favor of the Indenture Trustee under
               ------
the Indenture dated as of November 1, 2001 between CarMax Auto Owner Trust
2001-2 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 November
27, 2001 among CarMax Auto Superstores, Inc., individually, as Seller and as
Servicer, Pooled Auto Securities Shelf LLC 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 36768

                               Form of Assignment

         Reference is made to that certain Policy No. 36768, dated November 27,
2001 (the "Policy") issued by MBIA Insurance Corporation ("MBIA") relating to
the CarMax Auto Owner Trust 2001-2. 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.