INDEMNIFICATION AGREEMENT (the "Indemnification Agreement" or the

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

"Agreement"), dated January 18, 2001, by and among MBIA INSURANCE CORPORATION

 ---------

("MBIA"), CARMAX AUTO SUPERSTORES, INC., as seller (the "Seller"), POOLED AUTO

 -----                                                   ------

SECURITIES SHELF LLC (the "Depositor"), FIRST UNION CORPORATION ("First Union

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

Corp.") and FIRST UNION SECURITIES, INC. ("First Union Securities").

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



          The Depositor is the originator of the CarMax Auto Owner Trust 2001-1

(the "Trust") consisting of a pool of motor vehicle installment sales contracts

      -----

and certain other assets and rights as described in that certain Amended and

Restated Trust Agreement dated as of January 1, 2001 (the "Trust Agreement")

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

among the Depositor and Wilmington Trust Company, as owner trustee (the "Owner

                                                                         -----

Trustee").

-------



          The Depositor has agreed to sell to the underwriters (the



"Underwriters") listed in Schedule A to the Underwriting Agreement, dated as of

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

January 18, 2001 (the "Underwriting Agreement"), between the Depositor and First

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

Union Securities, as representative of the several Underwriters (the



"Representative"), the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes

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

and the Class A-4 Notes (collectively the "Notes") and certain certificates

                                           -----

evidencing undivided fractional interests in the Trust (the "Certificates") (the

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

Notes and the Certificates, collectively the "Securities").  The Securities are

                                              ----------

secured by the assets of the Trust.



          In anticipation of the public offering and sale of the Securities, the

Depositor as registrant on behalf of the Trust, filed with the Securities and

Exchange Commission (the "Commission") a registration statement No. 333-45546

                          ----------

and certain amendments thereto on Form S-3 for the registration under the

Securities Act of 1933, as amended (the "Act") of the Securities.  The

                                         ---

registration statement, including exhibits and all amendments thereto, in the

form in which it became effective under the Act on December 20, 2000 (the

 "Effective Date"), is referred to herein as the "Registration Statement".  The

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

prospectus supplement dated January 18, 2001 (the "Prospectus Supplement"),

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

supplementing the Prospectus dated January 18, 2001 (the "Prospectus"), in the

                                                          ----------

form in which it was filed with the Commission pursuant to Rule 424(b), together

with the Registration Statement are referred to herein as the "Offering

                                                               --------

Documents".

---------



          First Union Corp. is the indirect beneficial owner of the Depositor

and direct beneficial owner of First Union Securities.



          MBIA is authorized to transact a financial guaranty insurance business

in the State of New York and has agreed to issue to the Indenture Trustee a

financial guaranty  insurance policy (the "Policy") for the benefit of the

                                           ------

holders of the Securities.



          MBIA provided certain information and financial statements to the

Depositor for inclusion in or incorporation by reference into the Prospectus

Supplement.  Such information and financial statements are presented under the

caption "Description of the Insurer" in the Prospectus Supplement or

incorporated by reference therein.  Such information, to the extent included in

the Prospectus Supplement or incorporated by reference therein, is referred to

herein as the "MBIA Information".  MBIA reviewed the Prospectus Supplement and

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

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