0000912057-01-528490 Sample Contracts

ADMINISTRATION AGREEMENT Dated as of 1, 2001
Administration 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").

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AMENDED AND RESTATED TRUST AGREEMENT Dated as of 1, 2001
Trust 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, 2001
Receivables 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, 2001
Sale 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 AGREEMENT
Underwriting Agreement • August 14th, 2001 • Pooled Auto Securities Shelf LLC • 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

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