INDENTURE Dated as of January 1, 2001Pooled Auto Securities Shelf LLC • February 8th, 2001 • Asset-backed securities • New York
ARTICLE ONE DEFINITIONS Section 1.01. General Definitions.............................................1 Section 1.02. Other Definitional Provisions...................................6 Section 1.03. Interpretive...Trust Agreement • March 14th, 2006 • Pooled Auto Securities Shelf LLC • Asset-backed securities • Delaware
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"),...Indemnification Agreement • February 8th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
INDENTURE Dated as of November 1, 2001Indenture • December 12th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
WACHOVIA AUTO OWNER TRUST 200__-__, as Issuer, POOLED AUTO SECURITIES SHELF LLC, as Depositor, andSale and Servicing Agreement • March 14th, 2006 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
CARMAX AUTO SUPERSTORES, INC., as Seller, and POOLED AUTO SECURITIES SHELF LLC, as PurchaserReceivables Purchase Agreement • February 8th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
WACHOVIA AUTO OWNER TRUST 200__-_, as Issuer, and ----------, as Indenture Trustee INDENTUREPooled Auto Securities Shelf LLC • March 14th, 2006 • Asset-backed securities • New York
ISUZU MOTORS ACCEPTANCE CORPORATION, as Seller, POOLED AUTO SECURITIES SHELF LLC, as Depositor, andIndemnity Agreement • May 18th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
EXECUTION COPY WACHOVIA AUTO OWNER TRUST 2004-A, as Issuer,Administration Agreement • July 9th, 2004 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
INDENTUREPooled Auto Securities Shelf LLC • July 11th, 2000 • Personal credit institutions • New York
POOLED AUTO SECURITIES SHELF LLC, as Depositor,Trust Agreement • December 12th, 2002 • Pooled Auto Securities Shelf LLC • Asset-backed securities • Delaware
INDENTURE Dated as of June 1, 2002Indenture • July 30th, 2002 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
INDENTUREPooled Auto Securities Shelf LLC • December 12th, 2002 • Asset-backed securities • New York
INDENTUREIndenture • July 9th, 2004 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
CARMAX AUTO OWNER TRUST 2003-1, as Issuer,Administration Agreement • June 3rd, 2003 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
ARTICLE THREE CONVEYANCE OF RECEIVABLES; SERVICER LETTER OF CREDITPooling and Servicing Agreement • July 11th, 2000 • Pooled Auto Securities Shelf LLC • Personal credit institutions • New York
WACHOVIA AUTO OWNER TRUST 200_-_, as Issuer,Administration Agreement • March 14th, 2006 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
FIRST UNION PASS CO., INC., as Member, Kevin Burns, as Special Member, and Andrew Stidd as Special MemberLiability Company Agreement • July 11th, 2000 • Pooled Auto Securities Shelf LLC • Personal credit institutions • Delaware
as Seller, and POOLED AUTO SECURITIES SHELF LLC, as PurchaserReceivables Purchase Agreement • July 11th, 2000 • Pooled Auto Securities Shelf LLC • Personal credit institutions • New York
CARMAX AUTO OWNER TRUST 2003-1, as Issuer, POOLED AUTO SECURITIES SHELF LLC, as Depositor, andSale and Servicing Agreement • June 3rd, 2003 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
WACHOVIA BANK, NATIONAL ASSOCIATION, as Seller, and POOLED AUTO SECURITIES SHELF LLC, as PurchaserReceivables Purchase Agreement • March 14th, 2006 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
as Seller as Servicer and as TrusteePooling and Servicing Agreement • July 11th, 2000 • Pooled Auto Securities Shelf LLC • Personal credit institutions • New York
TRUST 200 - --------- --- ----Terms Agreement • July 11th, 2000 • Pooled Auto Securities Shelf LLC • Personal credit institutions • New York
ADMINISTRATION AGREEMENT Dated as of 1, 2001Administration Agreement • August 14th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
This Administration Agreement, dated as of 1, 2001 (the "Agreement"), is among Auto Owner Trust 2001- , as issuer (the "Issuer"), ("Seller"), as administrator (the "Administrator"), Pooled Auto Securities Shelf LLC ("PASS"), as depositor (the "Depositor"), and , as indenture trustee (the "Indenture Trustee").
CARMAX AUTO OWNER TRUST 2002-2, as Issuer, POOLED AUTO SECURITIES SHELF LLC, as Depositor, andSale and Servicing Agreement • December 12th, 2002 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
AMENDED AND RESTATED TRUST AGREEMENT Dated as of 1, 2001Trust Agreement • August 14th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • Delaware
This Amended and Restated Trust Agreement, dated as of 1, 2001, is between Pooled Auto Securities Shelf LLC, a Delaware limited liability company, as depositor (the "Depositor"), and , a corporation, as trustee and not in its individual capacity (in such capacity, the "Owner Trustee").
as Seller, and POOLED AUTO SECURITIES SHELF LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of 1, 2001Receivables Purchase Agreement • August 14th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of 1, 2001, is between , a corporation, as seller (the "Seller"), and Pooled Auto Securities Shelf LLC, a Delaware limited liability company ("PASS"), as purchaser (the "Purchaser").
SALE AND SERVICING AGREEMENT Dated as of 1, 2001Sale and Servicing Agreement • August 14th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
This Sale and Servicing Agreement, dated as of 1, 2001, is among Pooled Auto Securities Shelf LLC, a Delaware limited liability company ("PASS"), as depositor (the "Depositor"), , a corporation, as seller (in such capacity, the "Seller") and as servicer (in such capacity, the "Servicer"), and Auto Owner Trust 2001- , a Delaware business trust, as issuer (the "Issuer").
AUTO OWNER TRUST 2001- $ % Class A-1 Asset Backed Notes $ % Class A-2 Asset Backed Notes $ % Class A-3 Asset Backed Notes $ % Class A-4 Asset Backed Notes $ % Asset Backed Certificates POOLED AUTO SECURITIES SHELF LLC Depositor UNDERWRITING AGREEMENTPooled Auto Securities Shelf LLC • August 14th, 2001 • Asset-backed securities • New York
First Union Securities, Inc. as Representative of the several Underwriters One First Union Center 301 South College Street Charlotte, North Carolina 28288-0610
The Depositor has agreed to sell to the underwriters (the "Underwriters") ------------- listed in Schedule A to the Underwriting Agreement, dated as of April 25, 2001 (the "Underwriting Agreement"), between the Depositor and the Representative,...Insurer Indemnification Agreement • May 18th, 2001 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
PRELIMINARY STATEMENTSInsurance and Reimbursement Agreement • October 1st, 2002 • Pooled Auto Securities Shelf LLC • Asset-backed securities • New York
The Depositor is the grantor of the , a Delaware statutory business trust (the "Trust") consisting of a pool of motor vehicle installment sales contracts, and loan and security agreements, and certain other assets and rights as described in the Amended and Restated Trust Agreement dated as of , (the "Trust Agreement") between the Depositor, and , as owner trustee (the "Owner Trustee") sold to the Depositor by the Seller pursuant to a Receivables Purchase Agreement dated as of , between the Seller and the Depositor (the "Receivables Purchase Agreement"); and
FORM OF UNDERWRITING AGREEMENT ------------------------------Pooled Auto Securities Shelf LLC • July 11th, 2000 • Personal credit institutions • New York
