Exhibit 4.1

                                                                 EXECUTION COPY



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                       POOLED AUTO SECURITIES SHELF LLC,
                                 as Depositor,



                                      and



                           WILMINGTON TRUST COMPANY,
                               as Owner Trustee



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

                             AMENDED AND RESTATED
                                TRUST AGREEMENT

                           Dated as of June 1, 2004

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




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                               TABLE OF CONTENTS

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                                  ARTICLE ONE

                                  DEFINITIONS
<S>                                                                                          <C>
Section 1.01.  General Definitions.......................................................    1
Section 1.02.  Other Definitional Provisions.............................................    5
Section 1.03.  Interpretive Provisions...................................................    5

                                  ARTICLE TWO

                                 ORGANIZATION

Section 2.01.  Name......................................................................    6
Section 2.02.  Office....................................................................    6
Section 2.03.  Purposes and Powers.......................................................    6
Section 2.04.  Appointment of Owner Trustee..............................................    7
Section 2.05.  Initial Capital Contribution of Owner Trust Estate........................    7
Section 2.06.  Declaration of Trust......................................................    7
Section 2.07.  Liability of Certificateholders...........................................    7
Section 2.08.  Title to Trust Property...................................................    7
Section 2.09.  Situs of Issuer...........................................................    7
Section 2.10.  Representations and Warranties of the Depositor...........................    8
Section 2.11.  Federal Income Tax Matters................................................    9

                                 ARTICLE THREE

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership.........................................................   10
Section 3.02.  The Certificates..........................................................   10
Section 3.03.  Authentication and Delivery of Certificates...............................   10
Section 3.04.  Registration, Transfer and Exchange of Certificates.......................   10
Section 3.05.  Mutilated, Destroyed, Lost or Stolen Certificates.........................   12
Section 3.06.  Persons Deemed Certificateholders.........................................   12
Section 3.07.  Access to List of Certificateholders' Names and Addresses.................   13
Section 3.08.  Maintenance of Office or Agency...........................................   13
Section 3.09.  Appointment of Paying Agent...............................................   13

                                 ARTICLE FOUR

                           ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice to Certificateholders with Respect to Certain Matters........   15


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Section 4.02.  Action by Certificateholders with Respect to Certain Matters..............   15
Section 4.03.  Action by Certificateholders with Respect to Bankruptcy...................   16
Section 4.04.  Restrictions on Certificateholders' Power.................................   16
Section 4.05.  Majority Control..........................................................   16
Section 4.06.  Certain Litigation Matters................................................   16

                                 ARTICLE FIVE

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Certificate Payment Account..............................   17
Section 5.02.  Application of Trust Funds................................................   17
Section 5.03.  Method of Payment.........................................................   18
Section 5.04.  No Segregation of Monies; No Interest.....................................   18
Section 5.05.  Accounting and Reports to Noteholders, Certificateholders, Internal
                 Revenue Service and Others..............................................   18
Section 5.06.  Signature on Returns; Tax Matters Partner.................................   19

                                  ARTICLE SIX

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority.........................................................   20
Section 6.02.  General Duties............................................................   20
Section 6.03.  Action Upon Instruction...................................................   21
Section 6.04.  No Duties Except as Specified in this Agreement or in Instructions........   21
Section 6.05.  No Action Except Under Specified Documents or Instructions................   22
Section 6.06.  Restrictions..............................................................   22

                                 ARTICLE SEVEN

                               THE OWNER TRUSTEE

Section 7.01.  Acceptance of Duties......................................................   23
Section 7.02.  Furnishing of Documents...................................................   24
Section 7.03.  Representations and Warranties............................................   25
Section 7.04.  Reliance; Advice of Counsel...............................................   25
Section 7.05.  Not Acting in Individual Capacity.........................................   26
Section 7.06.  Owner Trustee Not Liable for Certificates or Receivables..................   26
Section 7.07.  Owner Trustee May Own Certificates and Notes..............................   26
Section 7.08.  Paying Agent; Authenticating Agent........................................   27

                                 ARTICLE EIGHT

               COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee's Fees and Expenses.........................................   28


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Section 8.02.  Indemnification...........................................................   28
Section 8.03.  Payments to the Owner Trustee.............................................   28

                                 ARTICLE NINE

                        TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement............................................   29

                                  ARTICLE TEN

                    SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee................................   31
Section 10.02. Resignation or Removal of Owner Trustee...................................   31
Section 10.03. Successor Owner Trustee...................................................   32
Section 10.04. Merger or Consolidation of Owner Trustee..................................   32
Section 10.05. Appointment of Co-Trustee or Separate Trustee.............................   33

                                ARTICLE ELEVEN

                                 MISCELLANEOUS

Section 11.01. Supplements and Amendments................................................   35
Section 11.02. No Legal Title to Owner Trust Estate in Certificateholders................   36
Section 11.03. Limitations on Rights of Others...........................................   36
Section 11.04. Notices...................................................................   37
Section 11.05. Severability..............................................................   37
Section 11.06. Counterparts..............................................................   37
Section 11.07. Successors and Assigns....................................................   37
Section 11.08. Covenants of the Depositor................................................   37
Section 11.09. No Petition...............................................................   38
Section 11.10. No Recourse...............................................................   38
Section 11.11. Headings..................................................................   38
Section 11.12. GOVERNING LAW.............................................................   38
Section 11.13. Certificates Nonassessable and Fully Paid.................................   38
Section 11.14. Servicer Payment Obligation...............................................   38

                                   EXHIBITS

Exhibit A - Form of Certificate..........................................................  A-1
Exhibit B - Form of Certificate of Trust.................................................  B-1


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                                       3




                     AMENDED AND RESTATED TRUST AGREEMENT

     This Amended and Restated Trust Agreement, dated as of June 1, 2004, is
between Pooled Auto Securities Shelf LLC, a Delaware limited liability
company, as depositor (the "Depositor"), and Wilmington Trust Company, a
Delaware banking corporation, as trustee (in such capacity, the "Owner
Trustee").

     WHEREAS, Wachovia Auto Owner Trust 2004-A has been created pursuant to a
trust agreement, dated as of April 21, 2004, between the Depositor and the
Owner Trustee (the "Initial Trust Agreement"), and the filing of a certificate
of trust with the Secretary of State of the State of Delaware on April 21,
2004; and

     WHEREAS, the Depositor and the Owner Trustee wish to amend and restate
the Initial Trust Agreement on the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and of other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

                                 ARTICLE ONE

                                 DEFINITIONS

     Section 1.01. General Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

     "Accountants" has the meaning specified in Section 5.05.

     "Administration Agreement" means the administration agreement, dated as
of June 1, 2004, among the Administrator, the Issuer, the Depositor and the
Indenture Trustee.

     "Administrator" means Wachovia Bank, in its capacity as administrator
under the Administration Agreement, and its successors in such capacity.

     "Affiliate" has the meaning specified in the Sale and Servicing
Agreement.

     "Agreement" means this Amended and Restated Trust Agreement.

     "Applicants" has the meaning specified in Section 3.07.

     "Basic Documents" has the meaning specified in the Sale and Servicing
Agreement.

     "Benefit Plan" means (i) an employee benefit plan (as such term is
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity.

     "Business Day" has the meaning specified in the Sale and Servicing
Agreement.


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     "Certificate" means a certificate evidencing the beneficial interest of a
Certificateholder in the Owner Trust Estate, substantially in the form of
Exhibit A.

     "Certificate of Trust" means the Certificate of Trust substantially in
the form of Exhibit B filed for the Issuer pursuant to Section 3810(a) of the
Statutory Trust Statute.

     "Certificate Payment Account" has the meaning specified in Section 5.01.

     "Certificate Percentage Interest" has the meaning specified in the Sale
and Servicing Agreement.

     "Certificate Register" and "Certificate Registrar" shall have the
respective meanings specified in Section 3.04(a).

     "Certificateholder" or "Holder" means a Person in whose name a
Certificate is registered on the Certificate Register.

     "Closing Date" has the meaning specified in the Indenture.

     "Code" has the meaning specified in the Indenture.

     "Collection Period" has the meaning specified in the Indenture.

     "Commission" has the meaning specified in the Sale and Servicing
Agreement.

     "Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-1605, Attention:
Corporate Trust Administration, or at such other address as the Owner Trustee
may designate from time to time by notice to the Certificateholders, the
Indenture Trustee, the Servicer and the Depositor, or the principal corporate
trust office of any successor Owner Trustee at the address designated by such
successor Owner Trustee by notice to the Certificateholders, the Indenture
Trustee, the Servicer and the Depositor.

     "Depositor" means PASS, in its capacity as depositor hereunder, and its
successors in such capacity.

     "Distribution Date" has the meaning specified in the Indenture.

     "Eligible Institution" has the meaning specified in the Sale and
Servicing Agreement.

     "ERISA" means the Employee Retirement Income Security Act of 1974.

     "Excess Collections" has the meaning specified in Section 2.08(a) of the
Indenture.

     "Exchange Act" has the meaning specified in the Indenture.

     "Expenses" has the meaning specified in Section 8.02.


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     "Final Scheduled Distribution Date" has the meaning specified in the Sale
and Servicing Agreement.

     "Indemnified Parties" has the meaning specified in Section 8.02.

     "Indenture" means the indenture, dated as of June 1, 2004, between the
Issuer and the Indenture Trustee.

     "Indenture Trustee" has the meaning specified in the Indenture.

     "Issuer" has the meaning specified in the Indenture.

     "Lien" has the meaning specified in the Sale and Servicing Agreement.

     "Note Registrar" has the meaning specified in Section 2.05 of the
Indenture.

     "Noteholder" has the meaning specified in the Indenture.

     "Notes" has the meaning specified in the Indenture.

     "Opinion of Counsel" means one or more written opinions of counsel, who
may be an employee of or counsel to the Depositor or the Servicer, which
counsel shall be acceptable to the Indenture Trustee or the Owner Trustee, as
the case may be.

     "Optional Purchase" means the exercise by the Servicer of its option to
purchase all remaining Receivables from the Issuer on any Distribution Date
following the last day of a Collection Period as of which the Pool Balance is
10% or less of the initial Pool Balance.

     "Outstanding" has the meaning specified in the Indenture.

     "Owner Trust Estate" means the $1,000 initial capital contribution from
the Depositor and all right, title and interest of the Issuer in, to and under
the property and rights assigned to the Issuer pursuant to Article Two of the
Sale and Servicing Agreement.

     "Owner Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under this Agreement, and any successor
in such capacity.

     "PASS" means Pooled Auto Securities Shelf LLC.

     "Paying Agent" means Wachovia Bank, in its capacity as Paying Agent under
this Agreement, and any successor paying agent or co-paying agent appointed
pursuant to Section 3.09 who is authorized by the Owner Trustee on behalf of
the Issuer to make distributions from the Certificate Payment Account on
behalf of the Issuer.

     "Person" has the meaning specified in the Sale and Servicing Agreement.

     "Plan Asset Regulation" means 29 C.F.R. Section 2510.3-101 issued by The
United States Department of Labor concerning the definition of what
constitutes the assets of a Benefit


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Plan with respect to such Benefit Plan's investment in an entity for purposes
of the fiduciary responsibility provisions of Title I of ERISA and Section
4975 of the Code.

     "Pool Balance" has the meaning specified in the Sale and Servicing
Agreement.

     "Protected Purchaser" has the meaning specified in Section 8-303 of the
UCC.

     "PTCE 95-60" means Prohibited Transaction Class Exemption 95-60.

     "Rating Agency Condition" has the meaning specified in the Indenture.

     "Receivable" has the meaning specified in the Sale and Servicing
Agreement.

     "Receivables Purchase Agreement" means the receivables purchase
agreement, dated as of June 1, 2004, between the Seller and PASS, as
purchaser.

     "Record Date" means, with respect to the Certificates and any
Distribution Date, the close of business on the Business Day immediately
preceding such Distribution Date.

     "Required Rating" has the meaning specified in the Sale and Servicing
Agreement.

     "Responsible Officer" has the meaning specified in the Sale and Servicing
Agreement.

     "Sale and Servicing Agreement" means the sale and servicing agreement,
dated as of June 1, 2004, among the Issuer, the Depositor, the Seller and the
Servicer.

     "Secretary of State" means the Secretary of State of the State of
Delaware.

     "Securities Act" has the meaning specified in the Indenture.

     "Seller" has the meaning specified in the Receivables Purchase Agreement.

     "Servicer" has the meaning specified in the Sale and Servicing Agreement.

     "Servicer Termination Event" has the meaning specified in Section 7.01 of
the Sale and Servicing Agreement.

     "State" has the meaning specified in the Indenture.

     "Statutory Trust Statute" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss. 3801 et seq.

     "Successor Servicer" has the meaning specified in the Sale and Servicing
Agreement.

     "Transfer" means a sale, exchange, transfer, assignment, participation,
pledge or other disposition of a Certificate.

     "Treasury Regulations" means regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary


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Treasury Regulations shall include analogous provisions of final Treasury
Regulations or other successor Treasury Regulations.

     "UCC" has the meaning specified in the Indenture.

     "Vice President" has the meaning specified in the Sale and Servicing
Agreement.

     "Wachovia Bank" means Wachovia Bank, National Association.

     Section 1.02. Other Definitional Provisions.

     (a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Sale and Servicing Agreement or the
Indenture, as the case may be.

     (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.

     Section 1.03. Interpretive Provisions.

     With respect to all terms in this Agreement, unless the context otherwise
requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with
generally accepted accounting principles as in effect from time to time in the
United States; (iii) "or" is not exclusive; (iv) "including" means including
without limitation; (v) words in the singular include the plural and words in
the plural include the singular; (vi) any agreement, instrument or statute
defined or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time
to time amended, restated, modified or supplemented and includes (in the case
of agreements or instruments) references to all attachments thereto and
instruments incorporated therein; (vii) references to a Person are also to its
successors and permitted assigns; (viii) the words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement; (ix) Section, subsection, Schedule and Exhibit references in this
Agreement are references to Sections, subsections, Schedules and Exhibits in
or to this Agreement unless otherwise specified; (x) references to "writing"
include printing, typing, lithography and other means of reproducing words in
a visible form; and (xi) the term "proceeds" has the meaning set forth in the
applicable UCC.


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                                 ARTICLE TWO

                                 ORGANIZATION

     Section 2.01. Name. The statutory trust created by the Initial Trust
Agreement and the filing of the Certificate of Trust and continued hereby
shall be known as "Wachovia Auto Owner Trust 2004-A", in which name the Owner
Trustee may conduct the business of the Issuer, make and execute contracts and
other instruments on behalf of the Issuer and sue and be sued on behalf of the
Issuer, to the extent herein provided.

     Section 2.02. Office. The office of the Issuer shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.

     Section 2.03. Purposes and Powers.

     (a) The purpose of the Issuer is, and the Issuer shall have the power and
authority to engage in, the following activities:

          (i) to issue the Notes pursuant to the Indenture and the
     Certificates pursuant to this Agreement and to sell the Notes upon the
     written order of the Depositor;

          (ii) to use the proceeds of the sale of the Notes, at the direction
     of the Depositor, to fund the Reserve Fund and the Yield Supplement
     Account, to pay the organizational, start-up and transactional expenses
     of the Issuer and to pay the balance to the Seller pursuant to the Sale
     and Servicing Agreement;

          (iii) to pay interest on and principal of the Notes to the
     Noteholders and to cause any Excess Collections to be paid to the
     Certificateholders;

          (iv) to assign, grant, transfer, pledge, mortgage and convey the
     Owner Trust Estate (other than the Certificate Payment Account and the
     proceeds thereof) to the Indenture Trustee pursuant to the Indenture;

          (v) to enter into and perform its obligations under the Basic
     Documents to which it is to be a party;

          (vi) to engage in those activities, including entering into
     agreements, that are necessary, suitable or convenient to accomplish the
     foregoing or are incidental thereto or connected therewith; and

          (vii) subject to compliance with the Basic Documents, to engage in
     such other activities as may be required in connection with conservation
     of the Owner Trust Estate and the making of distributions to the
     Noteholders and the Certificateholders.

     (b) The Issuer is hereby authorized to engage in the foregoing
activities. The Issuer shall not engage in any activities other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement or the other Basic Documents.


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     Section 2.04. Appointment of Owner Trustee. The Depositor hereby confirms
the appointment of the Owner Trustee as trustee of the Issuer effective as of
the date of creation of the Issuer, to have all the rights, powers and duties
set forth herein and in the Statutory Trust Statute, and the Owner Trustee
hereby confirms its acceptance of such appointment.

     The Owner Trustee may engage, in the name of the Issuer or in its own
name on behalf of the Issuer, in the activities of the Issuer, make and
execute contracts on behalf of the Issuer and sue on behalf of the Issuer.

     Section 2.05. Initial Capital Contribution of Owner Trust Estate. As of
April 21, 2004, the Depositor assigned, transferred, conveyed and set over to
the Owner Trustee the sum of $1,000. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of such date, of the foregoing
contribution, which amounts constituted the initial Owner Trust Estate and
were deposited in the Certificate Payment Account. The Depositor shall pay the
organizational expenses of the Issuer as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

     Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Issuer under the Basic Documents. It is the
intention of the parties hereto that (i) the Issuer constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of such statutory trust and (ii) solely for income and
franchise tax purposes, (a) so long as there is a sole beneficial owner, the
Issuer shall be treated as a disregarded entity and (b) if there is more than
one beneficial owner, the Issuer shall be treated as a partnership for income
and franchise tax purposes, with the assets of the partnership being the
Receivables and other assets of the Issuer, the partners of the partnership
being the Certificateholders and the Notes constituting debt of the
partnership. The parties agree that, unless otherwise required by appropriate
tax authorities, the Issuer will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the
characterization of the Issuer as a disregarded entity or as a partnership for
such tax purposes. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Statutory Trust
Statute to accomplish the purposes of the Issuer as set forth in Section
2.03(a). The Owner Trustee has filed the Certificate of Trust with the
Secretary of State.

     Section 2.07. Liability of Certificateholders. The Certificateholders
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations organized under the general corporation
law of the State of Delaware.

     Section 2.08. Title to Trust Property. Legal title to the entirety of the
Owner Trust Estate shall be vested at all times in the Issuer as a separate
legal entity except where applicable law in any jurisdiction requires title to
any part of the Owner Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee or a separate trustee, as the case may be.

     Section 2.09. Situs of Issuer. The Issuer will be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Issuer shall be


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located in the States of Delaware, North Carolina or New York. The Issuer
shall not have any employees in any State other than the State of Delaware;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the State of Delaware.
Payments will be received by the Issuer only in, and payments will be made by
the Issuer only from, the States of Delaware, North Carolina or New York. The
only office of the Issuer will be at the Corporate Trust Office.

     Section 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

          (a) The Depositor has been duly organized and is validly existing as
     a limited liability company in good standing under the laws of the State
     of Delaware, with power, authority and legal right to own its properties
     and to conduct its business as such properties are currently owned and
     such business is presently conducted, and had at all relevant times, and
     has the power, authority and legal right to acquire, own and sell the
     Receivables.

          (b) The Depositor is duly qualified to do business as a foreign
     limited liability company in good standing and has obtained all necessary
     licenses and approvals in each jurisdiction in which the failure to so
     qualify or to obtain such licenses and approvals would materially and
     adversely affect the performance by the Depositor of its obligations
     under, or the validity or enforceability of, this Agreement, any of the
     other Basic Documents to which it is a party, the Receivables, the Notes
     or the Certificates.

          (c) The Depositor has the power and authority to execute, deliver
     and perform its obligations under this Agreement and each other Basic
     Document to which it is a party; the Depositor has full power and
     authority to sell, assign, transfer and convey the property to be sold
     and assigned to and deposited with the Owner Trustee as part of the Owner
     Trust Estate and the Depositor has duly authorized such sale and
     assignment and deposit to the Issuer by all necessary limited liability
     company action; and the execution, delivery and performance of this
     Agreement and the other Basic Documents to which it is a party have been
     duly authorized by the Depositor by all necessary limited liability
     company action.

          (d) This Agreement constitutes a legal, valid and binding obligation
     of the Depositor, enforceable in accordance with its terms, except as
     such enforceability may be subject to or limited by bankruptcy,
     insolvency, reorganization, moratorium, liquidation, fraudulent
     conveyance or other similar laws affecting the enforcement of creditors'
     rights in general and by general principles of equity, regardless of
     whether such enforceability shall be considered in a proceeding in equity
     or at law.

          (e) The execution, delivery and performance by the Depositor of this
     Agreement and each other Basic Document to which the Depositor is a
     party, the consummation of the transactions contemplated hereby and
     thereby and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the terms and provisions of, nor
     constitute (with or without notice or lapse of time or both) a default
     under, the certificate of formation or limited liability company
     agreement of the


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<PAGE>


     Depositor, or conflict with or violate any of the material terms or
     provisions of, or constitute (with or without notice or lapse of time) a
     default under, any indenture, agreement or other instrument to which the
     Depositor is a party or by which it is bound or to which any of its
     properties are subject; nor result in the creation or imposition of any
     Lien upon any of its properties pursuant to the terms of any such
     indenture, agreement or other instrument (other than pursuant to the
     Basic Documents); nor violate any law or, to the best of the Depositor's
     knowledge, any order of any court, rule or regulation applicable to the
     Depositor or its properties or of any federal or State regulatory body,
     court, administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or its properties; which breach, default,
     conflict, Lien or violation would have a material adverse effect on the
     earnings, business affairs or business prospects of the Depositor.

          (f) There are no proceedings or investigations pending or, to the
     Depositor's knowledge, threatened against the Depositor before any court,
     regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Depositor or its properties
     (i) asserting the invalidity of this Agreement, any of the other Basic
     Documents, the Notes or the Certificates, (ii) seeking to prevent the
     issuance of the Notes or the Certificates or the consummation of any of
     the transactions contemplated by this Agreement and any of the other
     Basic Documents, (iii) seeking any determination or ruling that would
     materially and adversely affect the performance by the Depositor of its
     obligations under, or the validity or enforceability of, this Agreement,
     any of the other Basic Documents, the Receivables, the Notes or the
     Certificates or (iv) that would adversely affect the federal tax
     attributes of the Issuer or of the Notes or the Certificates.

          (g) The representations and warranties of the Depositor in Section
     3.01 of the Receivables Purchase Agreement are true and correct.

     Section 2.11. Federal Income Tax Matters. The Certificateholders
acknowledge that it is their intent and that they understand it is the intent
of the Depositor and the Servicer that, for purposes of federal income, State
and local income and franchise tax and any other income taxes, the Issuer will
be treated either as a disregarded entity under Treasury Regulation Section
301.7701-3 if there is only a single Certificateholder or as a partnership if
there is more than one Certificateholder, and that the Certificateholders will
be treated as partners in that partnership. Each Certificateholder, by
acceptance of a Certificate, agrees to such treatment and agrees to take no
action inconsistent with such treatment.

     The Depositor is authorized to modify the allocations in this Section if
necessary or appropriate, in its sole discretion, for the allocations to
reflect fairly the economic income, gain or loss to the Certificateholders or
as otherwise required by the Code.


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<PAGE>


                                ARTICLE THREE

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     Section 3.01. Initial Ownership. Upon the formation of the Issuer by the
contribution by the Depositor as described in Section 2.05 and until the
issuance of the Certificates, the Depositor shall be the sole beneficiary of
the Issuer.

     Section 3.02. The Certificates. The Certificates shall be issued in one
or more registered, definitive, physical certificates substantially in the
form of Exhibit A. The Certificates may be in printed or typewritten form and
shall be executed on behalf of the Issuer by manual or facsimile signature of
an authorized officer of the Owner Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer, shall be
validly issued and entitled to the benefits of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold
such offices at the date of authentication and delivery of such Certificates.

     If Transfer of the Certificates is permitted pursuant to this Section and
Section 3.04, a transferee of a Certificate shall become a Certificateholder,
and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to Section 3.04.

     Section 3.03. Authentication and Delivery of Certificates. Concurrently
with the sale of the Receivables to the Issuer pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause the Certificates to be
executed on behalf of the Issuer, authenticated and delivered to or upon the
written order of the Depositor, signed by its president, any Vice President,
its treasurer, any assistant treasurer, its secretary or any assistant
secretary, without further limited liability company action by the Depositor.
No Certificate shall entitle the respective Certificateholder to any benefit
under this Agreement, or be valid for any purpose, unless there shall appear
on such Certificate a certificate of authentication substantially in the form
set forth in Exhibit A, executed by the Owner Trustee or its authenticating
agent, by manual signature; and such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated
and delivered hereunder. All Certificates shall be dated the date of their
authentication. Upon issuance, authentication and delivery pursuant to the
terms hereof, the Certificates will be entitled to the benefits of this
Agreement.

     Section 3.04. Registration, Transfer and Exchange of Certificates.

     (a) The Owner Trustee initially shall be the registrar (the "Certificate
Registrar") for the purpose of registering Certificates and Transfers of
Certificates as herein provided. The Certificate Registrar shall keep or cause
to be kept, at the office or agency maintained pursuant to Section 3.08, a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for
the registration of Certificates and the registration of Transfers of
Certificates. Upon any resignation of any Certificate Registrar, the Owner
Trustee shall, upon receipt of written instructions from the Depositor,
promptly appoint a successor thereto.


                                      10
<PAGE>


     (b) The Certificates may not be acquired by or for the account of a
Benefit Plan. Each Certificateholder, by its acceptance of a Certificate,
shall be deemed to have represented and warranted that such Certificateholder
is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit
Plan or a Person using the assets of a Benefit Plan to effect the transfer of
such Certificate or (ii) an insurance company purchasing a Certificate with
funds contained in an "insurance company general account" (as defined in
Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for
purposes of the Plan Asset Regulation.

     Any person who is not an Affiliate of the Seller and acquires more than
49.9% of the Certificates will be deemed to represent that it is not a party
in interest (within the meaning of ERISA) or a disqualified person (within the
meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan,
other than a Benefit Plan that it sponsors for the benefit of its employees,
and that no Benefit Plan with respect to which it is a party in interest has
or will acquire any interest in the Notes.

     To the extent permitted under applicable law (including ERISA), neither
the Owner Trustee nor the Certificate Registrar shall be under any liability
to any Person for any registration of Transfer of any Certificate that is in
fact not permitted under applicable law (including ERISA) or for taking any
other action with respect to such Certificate under the provisions of this
Agreement so long as such Transfer was registered by the Owner Trustee or the
Certificate Registrar in accordance with this Agreement.

     (c) Upon surrender by a Certificateholder for registration of Transfer of
any Certificate at the office or agency of the Certificate Registrar to be
maintained as provided in Section 3.08, and upon compliance with any
provisions of this Agreement relating to such Transfer, the Owner Trustee
shall execute on behalf of the Issuer and the Owner Trustee shall authenticate
and deliver to the Certificateholder making such surrender, in the name of the
designated transferee or transferees, one or more new Certificates in any
authorized denomination evidencing the same aggregate interest in the Issuer.
Each Certificate presented or surrendered for registration of Transfer shall
be accompanied by a written instrument of transfer and accompanied by IRS Form
W-8BEN, W-8ECI or W-9, as applicable, in form satisfactory to the Owner
Trustee and the Certificate Registrar, duly executed by the Certificateholder
or his attorney duly authorized in writing. Each Certificate presented or
surrendered for registration of Transfer shall be canceled and subsequently
disposed of by the Certificate Registrar in accordance with its customary
practice. No service charge shall be made for any registration of Transfer of
Certificates, but the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any Transfer of Certificates.

     (d) All Certificates surrendered for registration of Transfer, if
surrendered to the Issuer or any agent of the Owner Trustee or the Issuer
under this Agreement, shall be delivered to the Owner Trustee and promptly
cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly
cancelled by it, and no Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement. The Owner
Trustee shall dispose of cancelled Certificates in accordance with its normal
practice.


                                      11
<PAGE>


     Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificates.

     (a) If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate and (ii) there is
delivered to the Certificate Registrar and the Owner Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice that such Certificate has been acquired by a Protected
Purchaser, the Owner Trustee on behalf of the Issuer shall execute and the
Owner Trustee or its authenticating agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of a like tenor and Certificate Percentage
Interest. If, after the delivery of such replacement Certificate or payment of
a destroyed, lost or stolen Certificate, a Protected Purchaser of the original
Certificate in lieu of which such replacement Certificate was issued presents
for payment such original Certificate, the Issuer and the Owner Trustee shall
be entitled to recover such replacement Certificate (or such payment) from the
Person to whom such replacement Certificate was delivered or any Person taking
such replacement Certificate from such Person to whom such replacement
Certificate was delivered or any assignee of such Person, except a Protected
Purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuer or the Owner Trustee in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive
evidence of ownership in the Issuer, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

     (b) Upon the issuance of any replacement Certificate under this Section,
the Issuer may require the payment by the Certificateholder of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with such issuance and any other reasonable expenses (including
the fees and expenses of the Owner Trustee) related thereto.

     (c) Every replacement Certificate issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Certificate shall be
at any time enforceable by anyone, and shall be entitled to all the benefits
of this Agreement equally and proportionately with any and all other
Certificates duly issued hereunder.

     (d) The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.

     Section 3.06. Persons Deemed Certificateholders. Prior to due
presentation of a Certificate for registration of Transfer, the Owner Trustee,
the Certificate Registrar, any Paying Agent and any of their respective agents
may treat the Person in whose name such Certificate is registered in the
Certificate Register (as of the day of determination) as the Certificateholder
of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar, any Paying Agent or any of their
respective agents shall be bound by any notice to the contrary.


                                      12
<PAGE>


     Section 3.07. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, or to the Indenture Trustee or
the Owner Trustee, within 15 days after receipt by the Certificate Registrar
of a written request therefor from the Servicer, the Paying Agent, the
Depositor or the Indenture Trustee or the Owner Trustee, as the case may be, a
list, in such form as the requesting party may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record
Date. If three or more Certificateholders, or one or more Certificateholders
evidencing not less than 25% of the aggregate Certificate Percentage Interest
(hereinafter referred to as the "Applicants"), apply in writing to the
Certificate Registrar, and such application states that the Applicants desire
to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such Applicants propose to
transmit (which shall be deemed to be a purpose reasonably related to the
Applicants' interest in the Issuer), then the Certificate Registrar shall,
within five Business Days after the receipt of such application, afford such
Applicants access during normal business hours to the current list of
Certificateholders. Each Certificateholder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Certificate Registrar or the Owner Trustee accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

     Section 3.08. Maintenance of Office or Agency. The Certificate Registrar
shall maintain an office or offices or agency or agencies where Certificates
may be surrendered for registration of Transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the
Certificates and the Basic Documents may be served. The Certificate Registrar
initially designates the Corporate Trust Office as its office for such
purposes. The Certificate Registrar shall give prompt written notice to the
Depositor, the Owner Trustee and the Certificateholders of any change in the
location of the Certificate Registrar or any such office or agency.

     Section 3.09. Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Payment Account
pursuant to Section 5.02(a) and shall report the amounts of such distributions
to the Owner Trustee. Any Paying Agent shall have the revocable power to
withdraw funds from the Certificate Payment Account for the purpose of making
the distributions referred to above. The Owner Trustee may revoke such power
and remove the Paying Agent if the Owner Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. The Paying Agent shall initially
be Wachovia Bank, and any co-paying agent chosen by the Paying Agent that is
acceptable to the Owner Trustee and the Depositor. Each Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' prior written notice to the
Owner Trustee. In the event that Wachovia Bank shall no longer be the Paying
Agent, the Owner Trustee, upon receipt of written instruction from the
Depositor, shall appoint a successor to act as Paying Agent (which shall be a
bank or trust company). The Owner Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Owner Trustee to execute
and deliver to the Owner Trustee an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Owner Trustee that, as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust
for the benefit of the Certificateholders entitled thereto


                                      13
<PAGE>


until such sums shall be paid to such Certificateholders. The Paying Agent
shall return all unclaimed funds to the Owner Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession
to the Owner Trustee. If at any time the Owner Trustee shall act as Paying
Agent, the rights, privileges, protections and indemnities afforded to the
Owner Trustee hereunder shall apply equally to the Owner Trustee in its role
as Paying Agent. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.


                                      14
<PAGE>


                                 ARTICLE FOUR

                           ACTIONS BY OWNER TRUSTEE

     Section 4.01. Prior Notice to Certificateholders with Respect to Certain
Matters. Subject to the provisions and limitations of Section 4.04, with
respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders and the Rating Agencies in writing
of the proposed action and the Certificateholders evidencing not less than 51%
of the aggregate Certificate Percentage Interest shall not have notified the
Owner Trustee in writing prior to the 30th day after such notice is given that
such Certificateholders have withheld consent or provided alternative
direction:

          (a) the initiation of any claim or lawsuit by the Issuer (except
     claims or lawsuits brought by the Servicer in connection with the
     collection of the Receivables) and the settlement of any action,
     proceeding, investigation, claim or lawsuit brought by or against the
     Issuer (except with respect to the aforementioned claims or lawsuits for
     collection by the Servicer of the Receivables brought by the Issuer);

          (b) the election by the Issuer to file an amendment to the
     Certificate of Trust (unless such amendment is required to be filed under
     the Statutory Trust Statute);

          (c) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is required;

          (d) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any Noteholder is not required and
     such amendment materially adversely affects the interests of the
     Certificateholders;

          (e) the amendment, change or modification of the Sale and Servicing
     Agreement or the Administration Agreement, except to cure any ambiguity
     or to amend or supplement any provision in a manner or to add any
     provision that would not materially adversely affect the interests of the
     Certificateholders; or

          (f) the appointment pursuant to the Indenture of a successor Note
     Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to
     this Agreement of a successor Certificate Registrar, or the consent to
     the assignment by the Note Registrar, Paying Agent, Indenture Trustee or
     Certificate Registrar of its obligations under the Indenture or this
     Agreement, as applicable.

     Section 4.02. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee may not, except upon the occurrence of a Servicer
Termination Event, subsequent to the payment in full of the Notes and in
accordance with the written direction of the Certificateholders evidencing not
less than 51% of the aggregate Certificate Percentage Interest, (i) remove the
Servicer pursuant to Article Seven of the Sale and Servicing Agreement, (ii)
appoint a Successor Servicer pursuant to Article Seven of the Sale and
Servicing Agreement, (iii) remove the Administrator pursuant to Section 1.09
of the Administration Agreement, (iv) appoint a successor Administrator
pursuant to Section 1.09 of the Administration Agreement


                                      15
<PAGE>


or (v) sell the Receivables after the termination of the Indenture, except as
expressly provided in the Basic Documents.

     Section 4.03. Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding
in bankruptcy relating to the Issuer unless (i) the Notes have been paid in
full and (ii) each Certificateholder approves of such commencement in writing
in advance and delivers to the Owner Trustee a certificate certifying that
such Person reasonably believes that the Issuer is insolvent.

     Section 4.04. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Issuer or the Owner Trustee under this Agreement or any of
the other Basic Documents or would be contrary to the purposes of the Issuer
as set forth in Section 2.03, nor shall the Owner Trustee be obligated to
follow any such direction, if given.

     Section 4.05. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Agreement may be
taken by the Certificateholders evidencing not less than 51% of the aggregate
Certificate Percentage Interest. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Certificateholders evidencing not less than
51% of the aggregate Certificate Percentage Interest at the time of the
delivery of such notice.

     Section 4.06. Certain Litigation Matters. The Owner Trustee shall provide
prompt written notice to the Depositor, the Seller and the Servicer of any
action, proceeding or investigation actually known to a Responsible Officer of
the Owner Trustee that could reasonably be expected to adversely affect the
Issuer or the Owner Trust Estate or their respective rights or obligations
under any of the Basic Documents.


                                      16
<PAGE>


                                 ARTICLE FIVE

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Certificate Payment Account. Pursuant to
Section 4.01 of the Sale and Servicing Agreement, the Servicer has agreed to
establish, on or before the Closing Date, and maintain in the name of the
Owner Trustee at an Eligible Institution (which shall initially be the Paying
Agent) a segregated trust account designated as the "Wachovia Auto Owner Trust
2004-A Certificate Payment Account" (the "Certificate Payment Account"). The
Certificate Payment Account shall be held in trust for the benefit of the
Certificateholders. Except as expressly provided in Section 3.09, the
Certificate Payment Account shall be under the sole dominion and control of
the Owner Trustee. All monies deposited from time to time in the Certificate
Payment Account pursuant to the Sale and Servicing Agreement or the Indenture
shall be applied as provided in this Agreement, the Sale and Servicing
Agreement and the Indenture.

     Section 5.02. Application of Trust Funds.

     (a) On each Distribution Date, upon receipt from the Servicer of a
distribution statement pursuant to Section 4.09(a) of the Sale and Servicing
Agreement, the Owner Trustee shall (if at any time it is the Paying Agent), or
shall direct the Paying Agent to, distribute to the Certificateholders, in
proportion to each Certificateholder's Certificate Percentage Interest,
amounts deposited in the Certificate Payment Account on such Distribution Date
pursuant to Section 4.06 of the Sale and Servicing Agreement and Section 2.08
of the Indenture.

     (b) On each Distribution Date, the Owner Trustee shall (if at any time it
is the Paying Agent), or shall direct the Paying Agent to, send to each
Certificateholder the statement or statements provided to the Owner Trustee by
the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement with
respect to such Distribution Date.

     (c) In the event that any withholding tax is imposed on the Issuer's
payment (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section. The Owner Trustee and each Paying Agent are
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any such
withholding tax that is legally owed by the Issuer (but such authorization
shall not prevent the Owner Trustee or any Paying Agent from contesting any
such tax in appropriate proceedings and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings, it being understood
that neither the Owner Trustee nor any Paying Agent shall have any duty to
contest such amounts). The amount of any withholding tax imposed with respect
to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Issuer and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax
is payable with respect to a distribution (such as a distribution to a
non-U.S. Certificateholder), the Owner Trustee or any Paying Agent may, but
shall not be obligated to, withhold such amounts in accordance with this
Section. If a Certificateholder wishes to apply for a refund of any such
withholding tax, the Owner Trustee and each Paying Agent shall reasonably
cooperate with such


                                      17
<PAGE>


Certificateholder in making such claim so long as such Certificateholder
agrees to reimburse the Owner Trustee and each Paying Agent for any
out-of-pocket expenses incurred, as applicable.

     Section 5.03. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution
Date shall be made to each Certificateholder of record on the related Record
Date by wire transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate
Registrar and the Paying Agent appropriate written instructions at least five
Business Days prior to such Distribution Date and such Certificateholder is
the Seller or an Affiliate thereof or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the foregoing, the final distribution in
respect of any Certificate (whether on the Final Scheduled Distribution Date
or otherwise) will be payable only upon presentation and surrender of such
Certificate at the office or agency maintained for that purpose by the
Certificate Registrar pursuant to Section 3.08.

     Section 5.04. No Segregation of Monies; No Interest. Subject to Sections
5.01 and 5.02, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law, the Indenture
or the Sale and Servicing Agreement and may be deposited under such general
conditions as may be prescribed by law, and the Owner Trustee shall not be
liable for any interest thereon.

     Section 5.05. Accounting and Reports to Noteholders, Certificateholders,
Internal Revenue Service and Others. The Owner Trustee shall, upon receipt of
and based on information provided by the Seller, (i) maintain (or cause to be
maintained) the books of the Issuer on the basis of a fiscal year ending
December 31 and, based on the accrual method of accounting, (ii) deliver to
each Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1) to
enable such Certificateholder to prepare its federal and State income tax
returns, (iii) file such tax returns relating to the Issuer (including a
partnership information return, IRS Form 1065, if required) and make such
elections as may from time to time be required or appropriate under any
applicable State or federal statute or rule or regulation thereunder so as to
maintain the Issuer's characterization as a partnership for federal income tax
purposes, (iv) cause such tax returns to be signed in the manner required by
law and (v) collect or cause to be collected any withholding tax as described
in and in accordance with Section 5.02(c) with respect to income or
distributions to Certificateholders. The Owner Trustee, on behalf of the
Issuer, shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Receivables.
The Owner Trustee, on behalf of the Issuer, shall not make the election
provided under Section 754 of the Code.

     The Owner Trustee may satisfy its obligations with respect to this
Section and Section 5.02(c) by retaining, at the expense of the Seller, a firm
of independent public accountants (the "Accountants") selected by the Seller.
The Owner Trustee may require the Accountants to provide to the Owner Trustee,
on or before December 31, 2004, a letter in form and substance satisfactory to
the Owner Trustee as to whether any federal tax withholding on Certificates is
then required and, if required, the procedures to be followed with respect
thereto to comply with the requirements of the Code. The Accountants shall be
required to update such


                                      18
<PAGE>


letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be
required. The Owner Trustee shall be deemed to have discharged its obligations
pursuant to this Section and Section 5.02(c) upon its retention of the
Accountants, and the Owner Trustee shall not have any liability with respect
to the default, negligence or misconduct of the Accountants. The Owner Trustee
shall be entitled to rely on and shall be fully protected in so relying, upon
the letter, referred to in this paragraph, from the Accountants and shall have
no duty or obligation to verify the accuracy of the contents of such letter.

     Section 5.06. Signature on Returns; Tax Matters Partner.

     (a) The Owner Trustee shall sign, on behalf of the Issuer, the tax
returns of the Issuer upon receipt of such completed tax returns.

     (b) In the event that the Issuer is required to be treated as a
partnership for federal income tax purposes, the Seller, as Certificateholder,
shall be designated the "tax matters partner" of the Issuer pursuant to
Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations.


                                      19
<PAGE>


                                  ARTICLE SIX

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

     Section 6.01. General Authority. Subject to the provisions and
limitations of Section 2.03, the Owner Trustee is authorized and directed to
execute and deliver each Basic Document to which the Issuer is to be a party
and each certificate or other document attached as an exhibit to or
contemplated by any Basic Document to which the Issuer is to be a party, in
each case in such form as the Depositor shall approve and provide to the Owner
Trustee for execution, as evidenced conclusively by the Owner Trustee's
execution thereof and the Depositor's execution of this Agreement, and to
direct the Indenture Trustee to authenticate and deliver Notes in the
aggregate principal amount of $2,000,000,000 (comprised of $450,000,000
aggregate principal amount of Class A-1 Notes, $598,000,000 aggregate
principal amount of Class A-2 Notes, $544,000,000 aggregate principal amount
of Class A-3 Notes, $278,000,000 aggregate principal amount of Class A-4
Notes, $80,000,000 aggregate principal amount of Class B Notes and $50,000,000
aggregate principal amount of Class C Notes). In addition to the foregoing,
the Owner Trustee is authorized, but shall not be obligated, to take all
actions required of the Issuer pursuant to the Basic Documents. Subject to
Section 2.03, the Owner Trustee is further authorized from time to time to
take such action on behalf of the Issuer as is permitted by the Basic
Documents and which the Certificateholders, the Servicer or the Administrator
recommends in writing with respect to the Basic Documents, except to the
extent that this Agreement expressly requires the consent of the
Certificateholders for such action.

     Section 6.02. General Duties.

     (a) Subject to the provisions and limitations of Section 2.03, it shall
be the duty of the Owner Trustee to discharge (or cause to be discharged) all
of its responsibilities pursuant to the terms of this Agreement and each other
Basic Documents to which it is a party and to administer the Issuer for the
benefit of the Certificateholders, subject to the Basic Documents and in
accordance with the provisions of this Agreement. Notwithstanding the
foregoing, the Owner Trustee shall be deemed to have discharged (or caused to
be discharged) its duties and responsibilities hereunder and under the other
Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Owner Trustee or the Issuer hereunder or under any other Basic Document, and
the Owner Trustee shall not be held liable for the default, negligence or
failure of the Administrator to carry out its obligations under the
Administration Agreement. The Owner Trustee shall have no duty or obligation
to oversee the Administrator in the exercise of its duties or obligations
under the Administration Agreement.

     (b) The Owner Trustee shall cooperate with the Administrator in carrying
out the Administrator's obligation to qualify and preserve the Issuer's
qualification to do business in each jurisdiction, if any, in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Receivables and any other
instrument and agreement included in the Owner Trust Estate; provided that the
Owner Trustee may rely on advice of counsel with respect to such obligation.


                                      20
<PAGE>


     Section 6.03. Action Upon Instruction.

     (a) Subject to Article Four, and in accordance with the terms of the
Basic Documents, the Certificateholders may, by written instruction, direct
the Owner Trustee in the management of the Issuer.

     (b) The Owner Trustee shall not be required to take any action under this
Agreement or any other Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms of this Agreement or any other Basic Document or is
otherwise contrary to law.

     (c) Subject to Article Four, whenever the Owner Trustee is unable to
decide between alternative courses of action permitted or required by the
terms of this Agreement or any other Basic Document, the Owner Trustee shall
promptly give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholders of record as of the preceding Record
Date, requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Certificateholders received, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not
have received appropriate written instruction within ten days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action, not inconsistent with
this Agreement or the other Basic Documents, as it shall deem to be in the
best interests of the Certificateholders, and shall have no liability to any
Person for such action or inaction.

     (d) Subject to Article Four, in the event the Owner Trustee is unsure as
to the application of any provision of this Agreement or any other Basic
Document or any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the
event that this Agreement permits any determination by the Owner Trustee or is
silent or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner Trustee
may give notice (in such form as shall be appropriate under the circumstances)
to the Certificateholders of record as of the preceding Record Date,
requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction
received, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate written instruction within ten days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
other Basic Documents, as it shall deem to be in the best interests of the
Certificateholders and shall have no liability to any Person for such action
or inaction.

     Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain
from taking any action under, or in connection with, any document


                                      21
<PAGE>


contemplated hereby to which the Owner Trustee or the Issuer is a party,
except as expressly provided by the terms of this Agreement or in any document
or written instruction received by the Owner Trustee pursuant to Section 6.03;
and no implied duties or obligations shall be read into this Agreement or any
other Basic Document against the Owner Trustee. The Owner Trustee shall have
no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or Lien granted to it hereunder or to prepare or file
any Commission filing for the Issuer or to record this Agreement or any other
Basic Document. The Owner Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge
any Liens (other than the Lien of the Indenture) on any part of the Owner
Trust Estate that result from actions by, or claims against, the Owner Trustee
in its individual capacity that are not related to the ownership or the
administration of the Owner Trust Estate.

     Section 6.05. No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Owner Trust Estate except in accordance
with (i) the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) the other Basic Documents to which
the Issuer is a party and (iii) any document or written instruction delivered
to the Owner Trustee pursuant to Section 6.03.

     Section 6.06. Restrictions. The Owner Trustee shall not take any action
(i) that is inconsistent with the purposes of the Issuer set forth in Section
2.03 or (ii) that, to the actual knowledge of a Responsible Officer of the
Owner Trustee, would (a) affect the treatment of the Notes as indebtedness for
federal income or North Carolina income or franchise tax purposes, (b) be
deemed to cause a taxable exchange of the Notes for federal income or North
Carolina income or franchise tax purposes or (c) cause the Issuer or any
portion thereof to be taxable as an association or publicly traded partnership
taxable as a corporation for federal income or North Carolina income or
franchise tax purposes. The Certificateholders, the Administrator and the
Servicer shall not direct the Owner Trustee to take action that would violate
the provisions of this Section.


                                      22
<PAGE>


                                 ARTICLE SEVEN

                               THE OWNER TRUSTEE

     Section 7.01. Acceptance of Duties. The Owner Trustee accepts the trust
hereby continued and agrees to perform its duties hereunder, but only upon the
terms of this Agreement. The Owner Trustee also agrees to disburse all monies
actually received by it in accordance with the Basic Documents and
constituting part of the Owner Trust Estate upon the terms of this Agreement.
The Owner Trustee shall not be answerable or accountable hereunder or under
any other Basic Document under any circumstances, except (i) for its own
willful misconduct, bad faith or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee, in its individual capacity. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

          (a) the Owner Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer of the Owner Trustee unless
     it is proved that the Owner Trustee was negligent in ascertaining the
     pertinent facts;

          (b) the Owner Trustee shall not be liable with respect to any action
     taken or omitted to be taken in good faith by it in accordance with the
     provisions of this Agreement at the instructions of the Administrator,
     the Depositor, the Indenture Trustee, the Servicer or the
     Certificateholders;

          (c) no provision of this Agreement or any other Basic Document shall
     require the Owner Trustee to expend or risk its own funds or otherwise
     incur any financial liability in the performance of any of its duties
     hereunder or in the exercise of any of its rights or powers hereunder or
     under any other Basic Document if the Owner Trustee shall have reasonable
     grounds for believing that repayment of such funds or adequate indemnity
     against such risk or liability is not reasonably assured or provided to
     it;

          (d) under no circumstances shall the Owner Trustee be liable for
     indebtedness evidenced by or arising under any Basic Document, including
     the principal of and interest on the Notes or payments to the
     Certificateholders;

          (e) the Owner Trustee shall not be responsible for or in respect of
     the validity or sufficiency of this Agreement or for the due execution
     hereof by the Depositor or for the form, character, genuineness,
     sufficiency, value or validity of any of the Owner Trust Estate, or for
     or in respect of the validity or sufficiency of the Basic Documents,
     other than the signature and countersignature of the Owner Trustee and
     the certificate of authentication on the Certificates, and the Owner
     Trustee shall in no event assume or incur any liability, duty or
     obligation to any Noteholder or Certificateholder, other than as
     expressly provided for in the Basic Documents;

          (f) the Owner Trustee shall not be liable for the default,
     negligence or misconduct of the Administrator, the Depositor, any
     Certificateholder, the Indenture Trustee, the Servicer or the Seller
     under any Basic Document or otherwise, and the


                                      23
<PAGE>


     Owner Trustee shall have no obligation or liability to perform the
     obligations of the Issuer under this Agreement or the other Basic
     Documents that are required to be performed by the Administrator under
     the Administration Agreement, the Indenture Trustee under the Indenture
     or the Seller, the Servicer or the Depositor under the Sale and Servicing
     Agreement;

          (g) the Owner Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Agreement, or to institute,
     conduct or defend any litigation under this Agreement or otherwise or in
     relation to this Agreement or any other Basic Document, at the request,
     order or direction of any of the Certificateholders, unless such
     Certificateholders have offered to the Owner Trustee security or
     indemnity satisfactory to it against the costs, expenses and liabilities
     that may be incurred by the Owner Trustee therein or thereby; the right
     of the Owner Trustee to perform any discretionary act enumerated in this
     Agreement or in any other Basic Document shall not be construed as a
     duty, and the Owner Trustee shall not be answerable other than for its
     negligence, bad faith or willful misconduct in the performance of any
     such act;

          (h) the right of the Owner Trustee to perform any discretionary act
     enumerated in this Agreement or any other Basic Document shall not be
     construed as a duty, and the Owner Trustee shall not be answerable other
     than for its willful misconduct, bad faith or negligence in the
     performance of any such act;

          (i) the Owner Trustee shall have no responsibility for the accuracy
     of any information provided to Certificateholders or any other individual
     or entity that has been obtained from, or provided to the Owner Trustee
     by, any other Person;

          (j) in the absence of negligence or bad faith on its part, the Owner
     Trustee may conclusively rely upon certificates or Opinions of Counsel
     furnished to the Owner Trustee and conforming to the requirements of this
     Agreement in determining the truthfulness of the statements and the
     correctness of the opinions contained therein; provided, however, that
     the Owner Trustee shall have examined such certificates or Opinions of
     Counsel so as to determine compliance of the same with the requirements
     of this Agreement; and

          (k) the Owner Trustee shall incur no liability if, by reason of any
     provision of any present or future law or regulation thereunder, or by
     any force majeure event, including natural disaster, war or other
     circumstances beyond its reasonable control, the Owner Trustee shall be
     prevented from doing or performing any act or thing which the terms of
     this Agreement provide shall or may be done or performed, or by reason of
     any exercise of, or failure to exercise, any directions provided for
     herein.

Section 7.02. Furnishing of Documents. The Owner Trustee shall furnish
to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.


                                      24
<PAGE>


     Section 7.03. Representations and Warranties. The Owner Trustee, in its
individual capacity, hereby represents and warrants to the Depositor for the
benefit of the Certificateholders, that:

          (a) it is a Delaware banking corporation duly organized and validly
     existing in good standing under the laws of the State of Delaware and
     meets the eligibility criteria set forth in Section 10.01;

          (b) it has all requisite corporate power and authority to execute,
     deliver and perform its obligations under this Agreement;

          (c) it has taken all corporate action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will
     be executed and delivered by one of its officers who is duly authorized
     to execute and deliver this Agreement on its behalf; and

          (d) neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby, nor
     compliance by it with any of the terms or provisions hereof will
     contravene any federal or Delaware law, governmental rule or regulation
     governing the banking or trust powers of the Owner Trustee or any
     judgment or order binding on it, constitute any default under its charter
     documents or bylaws or any indenture, mortgage, contract, agreement or
     instrument to which it is a party or by which any of its properties may
     be bound or result in the creation or imposition of any lien, charge or
     encumbrance on the Owner Trust Estate pursuant to the provisions of any
     mortgage, indenture, contract, agreement or undertaking to which it is a
     party (other than the Basic Documents), which lien, charge or encumbrance
     could reasonably be expected to have a materially adverse effect on the
     Owner Trustee's performance or ability to perform its duties as trustee
     under this Agreement or on the transactions contemplated in this
     Agreement.

     Section 7.04. Reliance; Advice of Counsel.

     (a) The Owner Trustee may rely upon, shall be protected in relying upon
and shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties and need not
investigate any fact or matter in any such document as long as the Owner
Trustee has otherwise satisfied its obligations under this Agreement (nothing
in this sentence shall be construed to relieve the Owner Trustee of any
obligation it may have in this Agreement, including the obligations set forth
in Section 7.01). The Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or
matter the method of determination of which is not specifically prescribed
herein, the Owner Trustee may for all purposes hereof rely on a certificate,
signed by the president or any Vice President or by the treasurer or other
authorized officers of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.


                                      25
<PAGE>


     (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the other
Basic Documents, the Owner Trustee may (i) act directly or through its agents
or attorneys pursuant to agreements entered into with any of them, and the
Owner Trustee shall not be liable for the conduct or misconduct of such agents
or attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care and (ii) consult with counsel, accountants and
other skilled Persons to be selected with reasonable care and employed by it.
The Owner Trustee shall not be liable for anything done, suffered or omitted
in good faith by it in accordance with the written opinion or advice of any
such counsel, accountants or other such Persons and not contrary to this
Agreement or any other Basic Document.

     Section 7.05. Not Acting in Individual Capacity. Except as otherwise
provided in this Article, in accepting the trusts hereby created, Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any other Basic Document
shall look only to the Owner Trust Estate for payment or satisfaction thereof.

     Section 7.06. Owner Trustee Not Liable for Certificates or Receivables.
The recitals contained herein and in the Certificates (other than the
signature and the certificate of authentication of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this
Agreement, any other Basic Document, the Certificates (other than the
signature and the certificate of authentication of the Owner Trustee on the
Certificates and the representations and warranties in Section 7.03) or the
Notes, or of any Receivable or related documents. The Owner Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Receivable, or the perfection and
priority of any security interest created by any Receivable in any Financed
Vehicle or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to the Certificateholders, under this
Agreement or to the Noteholders under the Indenture, including the existence,
condition and ownership of any Financed Vehicle; the existence and
enforceability of any insurance thereon; the existence and contents of any
Receivable on any computer or other record thereof; the validity of the
assignment of any Receivable to the Issuer or of any intervening assignment;
the completeness of any Receivable; the performance or enforcement of any
Receivable; the compliance by the Depositor, the Seller or the Servicer with
any warranty or representation made under any Basic Document or in any related
document or the accuracy of any such warranty or representation, or any action
of the Administrator, the Indenture Trustee or the Servicer taken in the name
of the Owner Trustee.

     Section 7.07. Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the
Certificateholder or Noteholder or pledgee of Certificates or Notes and may
deal with the Depositor, the Administrator, the Indenture Trustee, the Seller
and the Servicer in banking transactions with the same rights as it would have
if it were not Owner Trustee.


                                      26
<PAGE>


     Section 7.08. Paying Agent; Authenticating Agent. The rights and
protections afforded to the Owner Trustee pursuant to this Article and
Sections 8.02, 10.02, and 10.03 shall also be afforded to each Paying Agent,
any authenticating agent and the Certificate Registrar.


                                      27
<PAGE>


                                 ARTICLE EIGHT

               COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

     Section 8.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Servicer and the
Owner Trustee, and upon the formation of the Issuer, the Owner Trustee shall
be entitled to be reimbursed by the Servicer for its other reasonable expenses
hereunder, including the reasonable compensation, expenses and disbursements
of such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder.

     Section 8.02. Indemnification. The initial Servicer shall be liable as
prime obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, directors, officers, agents and servants (collectively, the
"Indemnified Parties") from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any other Indemnified Party in any way relating to or arising out
of this Agreement, the other Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the
Owner Trustee hereunder; provided, however, that the initial Servicer shall
not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from any of the matters described in the
third sentence of Section 7.01. In no event will the initial Servicer or the
Owner Trustee be entitled to make any claim upon the Owner Trust Estate for
the payment or reimbursement of any Expenses. The indemnities contained in
this Section shall survive the resignation or termination of the Owner Trustee
or the termination of this Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee's choice of legal counsel shall be subject to the approval of
the initial Servicer, which approval shall not be unreasonably withheld.

     Section 8.03. Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.


                                      28
<PAGE>


                                 ARTICLE NINE

                        TERMINATION OF TRUST AGREEMENT

     Section 9.01. Termination of Trust Agreement.

     (a) This Agreement (other than the provisions of Article Eight) shall
terminate and be of no further force or effect and the Issuer shall dissolve
upon the earlier of (i) the payment to the Servicer, the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
terms of the Indenture, the Sale and Servicing Agreement and Article Five,
(ii) the Distribution Date next succeeding the month which is one year after
the maturity or other liquidation of the last Receivable and the disposition
of any amounts received upon liquidation of any property remaining in the
Issuer or (iii) upon the purchase of the Receivables by the Servicer in
connection with an Optional Purchase. The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Issuer, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of
all or any part of the Issuer or the Owner Trust Estate or (iii) otherwise
affect the rights, obligations and liabilities of the parties hereto.

     (b) Except as provided in Section 9.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Issuer.

     (c) Notice of any termination of the Issuer, specifying the Distribution
Date upon which Certificateholders shall surrender their Certificates to the
Paying Agent for payment of the final distribution and cancellation, shall be
given by the Owner Trustee by letter to Certificateholders mailed within five
Business Days of receipt of notice of such termination from the Servicer,
stating (i) the Distribution Date upon or with respect to which final payment
of the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable and that payments are
being made only upon presentation and surrender of the Certificates at the
office of the Paying Agent therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Paying Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Paying Agent shall cause
to be distributed to Certificateholders, subject to Section 3808 of the
Statutory Trust Statute, amounts distributable on such Distribution Date
pursuant to Section 5.02.

     (d) In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Owner Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement. Subject to applicable
escheat laws, any funds remaining in the Issuer


                                      29
<PAGE>


after exhaustion of such remedies shall be distributed by the Owner Trustee to
the Seller, as Certificateholder.

(e) Upon the winding up of the Issuer, in accordance with Section 3808 of the
Statutory Trust Statute, and its termination, the Owner Trustee, acting
pursuant to the written instructions of the Depositor, which instructions
shall certify that the winding up of the Issuer has been duly completed in
accordance with this Article, shall cause the Certificate of Trust to be
cancelled by filing a certificate of cancellation with the Secretary of State
in accordance with the provisions of Section 3810(d) of the Statutory Trust
Statute.


                                      30
<PAGE>


                                  ARTICLE TEN

                    SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

     Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times (i) be authorized to exercise corporate trust
powers, (ii) have a combined capital and surplus of at least $50,000,000 and
be subject to supervision or examination by federal or State authorities and
(iii) have (or have a parent that has) a long-term debt rating of investment
grade by each of the Rating Agencies or otherwise be acceptable to each of the
Rating Agencies. If such entity shall publish reports of condition at least
annually pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in
Section 10.02.

     Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator and the Depositor. Upon
receiving such notice of resignation, the Administrator shall promptly appoint
a successor Owner Trustee acceptable to the Depositor by written instrument,
in duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor
Owner Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with Section 10.01 and shall fail to resign after written request therefor by
the Administrator, or if at any time the Owner Trustee shall be legally unable
to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Owner Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, or the Owner
Trustee shall otherwise become incapable of acting, then the Administrator may
remove the Owner Trustee. If the Administrator shall remove the Owner Trustee
under the authority of the immediately preceding sentence, the Administrator
shall promptly appoint a successor Owner Trustee acceptable to the Depositor
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee, and shall pay all fees and expenses owed to the
outgoing Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each Rating Agency, the
Depositor, the Certificateholders and the Indenture Trustee.


                                      31
<PAGE>


     Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon, subject to the payment
of all fees and expenses owed to the predecessor Owner Trustee, the
resignation or removal of the predecessor Owner Trustee shall become
effective, and such successor Owner Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.01.

     Any successor Owner Trustee appointed pursuant to this Section shall file
an amendment to the Certificate of Trust with the Secretary of State
reflecting the name and principal place of business of such successor in the
State of Delaware.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and each Rating
Agency. If the Administrator shall fail to mail such notice within ten days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

     Section 10.04. Merger or Consolidation of Owner Trustee.

     (a) If the Owner Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation or banking association without any further act, except
the filing of an amendment to the Certificate of Trust, if required under the
Statutory Trust Statute, shall be the successor Owner Trustee; provided,
however, that such corporation or banking association must be otherwise
qualified and eligible under Section 10.01. The Owner Trustee shall provide
the Rating Agencies with written notice as soon as practicable after a public
announcement is made regarding any such transaction.

     (b) If at the time such successor or successors by consolidation, merger
or conversion to the Owner Trustee shall succeed to the trusts created by this
Agreement, in case at that time any of the Certificates shall have been
authenticated but not delivered, any such successor to the Owner Trustee may
adopt the certificate of authentication of any predecessor trustee and deliver
such Certificates so authenticated, and in case at that time any of the
Certificates shall not have been authenticated, any such successor to the
Owner Trustee may authenticate such Certificates either in the name of any
predecessor trustee or in the name of the successor to the Owner


                                      32
<PAGE>


Trustee. In all such cases such certificates shall have the full force which
the Certificates or this Agreement provide that the certificate of the Owner
Trustee shall have.

     Section 10.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provision of this Agreement, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Owner Trust Estate, and to vest in such Person, in such
capacity and for the benefit of the Certificateholders, such title to the
Owner Trust Estate or any part thereof and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If
the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
under this Agreement shall be required to meet the terms of eligibility as a
successor Owner Trustee pursuant to Section 10.01, except that such co-trustee
or successor trustee shall have the Required Rating or otherwise be acceptable
to each Rating Agency, and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.

     Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (a) all rights, powers, duties and obligations conferred or imposed
     upon the Owner Trustee shall be conferred or imposed upon and exercised
     or performed by the Owner Trustee and such separate trustee or co-trustee
     jointly (it being understood that such separate trustee or co-trustee is
     not authorized to act separately without the Owner Trustee joining in
     such act), except to the extent that under any law of any jurisdiction in
     which any particular act or acts are to be performed, the Owner Trustee
     shall be incompetent or unqualified to perform such act or acts, in which
     event such rights, powers, duties and obligations (including the holding
     of title to the Owner Trust Estate or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee or co-trustee, but solely at the direction of the Owner Trustee;

          (b) no trustee under this Agreement shall be personally liable by
     reason of any act or omission of any other trustee under this Agreement;
     and

          (c) the Administrator and the Owner Trustee acting jointly may at
     any time accept the resignation of or remove any separate trustee or
     co-trustee.

     Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be


                                      33
<PAGE>


provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the Owner
Trustee. Each such instrument shall be filed with the Owner Trustee and a copy
thereof given to the Administrator.

     Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.


                                      34
<PAGE>


                                ARTICLE ELEVEN

                                 MISCELLANEOUS

     Section 11.01. Supplements and Amendments.

     (a) This Agreement may be amended from time to time by the Depositor and
the Owner Trustee with prior written notice to the Rating Agencies, without
the consent of any of the Noteholders or the Certificateholders, to cure any
ambiguity, to correct or supplement any provision herein that may be
inconsistent with any other provision herein or in any offering document used
in connection with the initial offer and sale of the Notes or the Certificates
or for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement which will not be
inconsistent with other provisions of this Agreement; provided, however, that
(i) no such amendment may materially adversely affect the interests of any
Noteholder or Certificateholder and (ii) no such amendment will be permitted
unless an Opinion of Counsel is delivered to the Owner Trustee to the effect
that such amendment will not cause the Issuer to be characterized for federal
income tax purposes as an association taxable as a corporation or otherwise
have any material adverse impact on the federal income taxation of any Notes
Outstanding or outstanding Certificates.

     (b) This Agreement may be amended from time to time by the Depositor and
the Owner Trustee with prior written notice to the Rating Agencies and with
the consent of the Noteholders of Notes evidencing not less than 51% of the
Note Balance or, if the Notes have been paid in full, the Certificateholders
evidencing not less than 51% of the aggregate Certificate Percentage Interest,
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Agreement or modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment will be permitted unless an Opinion of Counsel
is delivered to the Owner Trustee to the effect that such amendment will not
cause the Issuer to be characterized for federal income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the federal income taxation of any Notes Outstanding or outstanding
Certificates; and, provided further, that no such amendment may:

          (i) increase or reduce in any manner the amount of, or accelerate or
     delay the timing of, or change the allocation or priority of, collections
     of payments on or in respect of the Receivables or distributions that are
     required to be made for the benefit of the Noteholders or the
     Certificateholders, or change any Note Rate, without the consent of all
     Noteholders and Certificateholders adversely affected by such amendment;

          (ii) reduce the percentage of the Note Balance or the percentage of
     the aggregate Certificate Percentage Interest the consent of the
     Noteholders or Certificateholders, as applicable, of which is required
     for any amendment to this Agreement without the consent of all the
     Noteholders and Certificateholders adversely affected by the amendment;
     or


                                      35
<PAGE>


          (iii) adversely affect the rating assigned by either Rating Agency
     to any Class of Notes without the consent of the Noteholders evidencing
     not less than 66 2/3% of the aggregate principal amount of the then
     outstanding Notes of such Class.

     (c) An amendment to this Agreement shall be deemed not to materially
adversely affect the interests of any Noteholder or Certificateholder if (i)
the Person requesting such amendment obtains and delivers to the Owner Trustee
an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is
satisfied.

     (d) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder and the Depositor shall furnish
written notice of the substance of such amendment or consent to the Indenture
Trustee and the Rating Agencies.

     (e) It shall not be necessary for the consent of the Certificateholders,
the Noteholders or the Indenture Trustee pursuant to this Section to approve
the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of Certificateholders provided
for in this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable requirements as the Owner Trustee may prescribe.

     (f) Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall file such amendment or cause such amendment to
be filed with the Secretary of State.

     (g) The Owner Trustee may, but shall not be obligated to, enter into any
such amendment that affects the Owner Trustee's own rights, duties,
liabilities or immunities under this Agreement or otherwise.

     (h) Prior to the execution of any amendment to this Agreement or any
amendment to any other agreement to which the Issuer is a party, the Owner
Trustee shall be entitled to receive and shall be fully protected in relying
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent in
this Agreement to the execution and delivery of such amendment have been
satisfied.

     Section 11.02. No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided beneficial interest
therein only in accordance with Articles Five and Nine. No transfer, by
operation of law or otherwise, of any right, title or interest of the
Certificateholders to and in their beneficial interest in the Owner Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.

     Section 11.03. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Indemnified
Parties, the Depositor, the Certificateholders, the Administrator, the
Servicer and, to the extent expressly provided herein,


                                      36
<PAGE>


the Indenture Trustee and the Noteholders, and nothing in this Agreement or in
the Certificates, whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the Owner
Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

     Section 11.04. Notices. All demands, notices and other communications
under this Agreement shall be in writing, personally delivered, sent by
telecopier, overnight courier or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt in the
case of (i) the Owner Trustee, at the Corporate Trust Office, (ii) the
Depositor, at One Wachovia Center, 301 South College Street, Suite E,
Charlotte, North Carolina 28288-5578, Attention: General Counsel, (iii) the
Indenture Trustee, at the Corporate Trust Office (as defined in the
Indenture), (iv) Moody's, to Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007, (v) Standard & Poor's,
to Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, Inc., 55 Water Street, New York, New York 10041, Attention: Asset
Backed Surveillance Department or (vi) as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder shall receive such
notice.

     Section 11.05. Severability. If any one or more of the covenants,
agreements, provisions or terms of this Agreement or the Certificates shall be
for any reason whatsoever held invalid, illegal or unenforceable, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions and terms of this Agreement and
the Certificates and shall in no way affect or impair the validity or
enforceability of the other covenants, agreements, provisions and terms of
this Agreement or of the Certificates or the rights of the Certificateholders.

     Section 11.06. Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     Section 11.07. Successors and Assigns. All covenants and agreements
contained herein and in the Certificates shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee, and each
Certificateholder and their respective successors and permitted assigns, all
as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.

     Section 11.08. Covenants of the Depositor. The Depositor shall not at any
time institute against the Issuer, or join in any institution against the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or State bankruptcy or similar law in connection with any obligations relating
to the Certificates, the Notes, this Agreement or any of the other Basic
Documents.


                                      37
<PAGE>


     Section 11.09. No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, each
Certificateholder, by accepting a Certificate or a beneficial interest
therein, and the Indenture Trustee and each Noteholder, by accepting the
benefits of this Agreement, hereby covenant and agree that they will not at
any time institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes,
this Agreement or any other Basic Document.

     Section 11.10. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that the Certificates represent beneficial interests
in the Issuer only and do not represent interests in or obligations of the
Depositor, the Seller, the Servicer, the Administrator, the Owner Trustee, the
Indenture Trustee or any of their respective Affiliates and no recourse may be
had against such parties or their assets, except as may be expressly set forth
or contemplated in the Certificates, this Agreement or any other Basic
Document.

     Section 11.11. Headings. The Article and Section headings and the Table
of Contents herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

     Section 11.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 11.13. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the
Issuer. The interests represented by the Certificates shall be nonassessable
for any losses or expenses of the Issuer or for any reason whatsoever, and,
upon the authentication thereof by the Owner Trustee pursuant to Section 3.03,
3.04 or 3.05, the Certificates are and shall be deemed fully paid.

     Section 11.14. Servicer Payment Obligation. The Servicer shall be
responsible for the payment of all fees and expenses of the Issuer, the Owner
Trustee and the Indenture Trustee paid by any of them in connection with any
of their obligations under the Basic Documents to obtain or maintain any
required license under the Pennsylvania Motor Vehicle Sales Finance Act.


                                      38
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.

                                  POOLED AUTO SECURITIES SHELF LLC,
                                     as Depositor



                                  By:  /s/ David T. Mason
                                       ----------------------------------------
                                      Name:  David T. Mason
                                      Title:  Vice President

                                  WILMINGTON TRUST COMPANY,
                                     not in its individual capacity but solely
                                     as Owner Trustee



                                  By:    /s/ Kathleen A. Pedelini
                                       ----------------------------------------
                                      Name:  Kathleen A. Pedelini
                                      Title:  Financial Services Officer



                                          Amended and Restated Trust Agreement


<PAGE>



                                                                     EXHIBIT A


     THIS ASSET BACKED CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
NOTES TO THE EXTENT DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING
AGREEMENT AND THE INDENTURE REFERRED TO HEREIN.

     THIS ASSET BACKED CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

     THIS ASSET BACKED CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN
OBLIGATION OF POOLED AUTO SECURITIES SHELF LLC, WACHOVIA BANK, NATIONAL
ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.

REGISTERED                                                             NO. R-1

                       WACHOVIA AUTO OWNER TRUST 2004-A
                           ASSET BACKED CERTIFICATE

     evidencing a beneficial interest in the property of Wachovia Auto Owner
     Trust 2004-A, a Delaware statutory trust (the "Issuer"), which property
     includes a pool of retail installment sale contracts secured by new and
     used motor vehicles sold by Wachovia Bank, National Association, a
     national banking association ("Wachovia Bank"), to Pooled Auto Securities
     Shelf LLC, a Delaware limited liability company (the "Depositor"), and
     sold by the Depositor to the Issuer. The property of the Issuer (other
     than the Certificate Payment Account and the proceeds thereof) has been
     pledged by the Issuer to U.S. Bank National Association, a national
     banking association, as trustee (in such capacity, the "Indenture
     Trustee"), pursuant to an indenture, dated as of June 1, 2004 (as
     amended, restated, supplemented or otherwise modified from time to time,
     the "Indenture"), between the Issuer and the Indenture Trustee, to secure
     the payment of the Notes issued thereunder.

     This certifies that PASS HOLDING LLC is the registered owner of a 100%
Certificate Percentage Interest nonassessable, fully paid, beneficial interest
in the Issuer. The Issuer was created pursuant to a trust agreement dated
April 21, 2004 between the Depositor and Wilmington Trust Company, as trustee
(in such capacity, and not in its individual capacity, the "Owner Trustee"),
and as amended and restated by the amended and restated trust agreement, dated
as of June 1, 2004 (as amended, restated, supplemented or otherwise modified
from time to time, the "Trust Agreement"), between the Depositor and the Owner
Trustee, a summary of certain of the pertinent provisions of which is set
forth below. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed in the Trust Agreement or in the sale and
servicing agreement, dated as of June 1, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the "Sale and Servicing
Agreement"), among the Issuer, the Depositor and Wachovia Bank, as seller (in
such capacity, the "Seller") and servicer (in such capacity, the "Servicer").


                                      A-1
<PAGE>


     This Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the registered
holder of this Certificate (the "Certificateholder") by virtue of the
acceptance hereof assents and by which such Certificateholder is bound. The
property of the Issuer primarily includes: (i) a pool of retail installment
sale contracts originated in connection with the sale of new or used motor
vehicles (the "Receivables"), (ii) all amounts received on or in respect of
the Receivables after the Cutoff Date, (iii) the security interests in the
Financed Vehicles granted by the Obligors pursuant to the Receivables and (iv)
all proceeds of the foregoing.

     THE RIGHTS OF THE ISSUER IN THE FOREGOING PROPERTY OF THE ISSUER (OTHER
THAN THE CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN
PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

     Pursuant to the Trust Agreement, there will be distributed on each
Distribution Date to the Person in whose name this Certificate is registered
at the close of business on the Business Day preceding such Distribution Date
such Certificateholder's Certificate Percentage Interest in the amount to be
distributed to Certificateholders on such Distribution Date. "Distribution
Date" means the 20th day of each month or, if such 20th day is not a Business
Day, the following Business Day, commencing on July 20, 2004.

     THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO
RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE
RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND
SERVICING AGREEMENT AND THE INDENTURE.

     It is the intent of the Depositor, the Seller, the Servicer and the
Certificateholders that, for purposes of federal income taxes, State and local
income taxes and any other income taxes, (i) if there is one beneficial owner
in respect of the Certificates, the Issuer shall be treated as a disregarded
entity and the Certificateholders will be taxable individually, and (ii) if
there is more than one beneficial owner in respect of the Certificates, the
Issuer shall be treated as a partnership for income and franchise tax
purposes, with the assets of the partnership being the Receivables and other
assets held by the Issuer, the partners of the partnership being the
Certificateholders, and the Notes being debt of the partnership. The Seller
and any other Certificateholders, by acceptance of a Certificate, agree to
treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes as partnership interests in the Issuer.

     Each Certificateholder, by its acceptance of a Certificate or a
beneficial interest therein, covenants and agrees that such Certificateholder
will not at any time institute against the Depositor or the Issuer, or join in
any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Notes, the Certificates,
the Trust Agreement or any other Basic Document.


                                     A-2
<PAGE>


     Distributions on this Certificate will be made as provided in the Trust
Agreement by the Paying Agent by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the office or agency of the Certificate Registrar maintained for that purpose
in Wilmington, Delaware.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this
Certificate.

     Unless the certificate of authentication hereon has been executed by an
authorized officer of the Owner Trustee, by manual signature, this Certificate
shall not entitle the Holder hereof to any benefit under the Trust Agreement
or the Sale and Servicing Agreement or be valid for any purpose.

     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     A-3
<PAGE>


     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in
its individual capacity, has caused this Certificate to be duly executed as of
the date set forth below.

     Dated:  June __, 2004         WACHOVIA AUTO OWNER TRUST 2004-A,

                                   By:  WILMINGTON TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as Owner Trustee



                                   By:
                                       ---------------------------------------
                                       Name:
                                       Title:


                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

     Dated:  June __, 2004        WILMINGTON TRUST COMPANY,
                                  not in its individual capacity but solely as
                                  Owner Trustee




                                  By:
                                      -----------------------------------------
                                      Name:
                                      Title:



                                     A-4
<PAGE>


                           [REVERSE OF CERTIFICATE]

     This Certificate does not represent an obligation of, or an interest in,
the Depositor, the Seller, the Servicer, the Administrator, the Owner Trustee
or any of their respective Affiliates, and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein, in the Trust Agreement or in the other Basic Documents. In addition,
this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Sale and Servicing Agreement.

     The Trust Agreement permits the Depositor and the Owner Trustee, on
behalf of the Issuer, with certain exceptions therein provided, to amend from
time to time certain terms and conditions set forth in the Trust Agreement
without the consent of the Certificateholders. The Trust Agreement also
permits the Depositor and the Owner Trustee, on behalf of the Issuer, with
certain exceptions as therein provided, to amend certain terms and conditions
set forth in the Trust Agreement with the consent of the Noteholders
evidencing not less than 51% of the Note Balance and the Certificateholders
evidencing not less than 51% of the aggregate Certificate Percentage Interest.
Any such consent by the Certificateholder shall be conclusive and binding on
such Certificateholder and on all future Certificateholders and of any
Certificate issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent is made upon
this Certificate.

     As provided in the Trust Agreement and subject to certain limitations
therein set forth, the Transfer of this Certificate may be registered in the
Certificate Register upon surrender of this Certificate for registration of
Transfer at the Corporate Trust Office and a written instrument of transfer in
form satisfactory to the Certificate Registrar duly executed by the
Certificateholder or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates in any authorized
denomination and in the same aggregate Certificate Percentage Interest in the
Issuer will be issued to the designated transferee or transferees. No service
charge shall be made for any registration of Transfer or exchange of
Certificates, but the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection therewith. The initial Certificate Registrar
appointed under the Trust Agreement is the Owner Trustee.

     Each Certificateholder, by its acceptance of a Certificate, shall be
deemed to have represented and warranted that such Certificateholder (i) is
not an employee benefit plan or arrangement subject to Section 406 of ERISA or
a plan subject to Section 4975 of the Code (a "Benefit Plan"), nor a person
acting on behalf of a Benefit Plan nor using the assets of a Benefit Plan to
effect the transfer of such Certificate, and (ii) is not an insurance company
purchasing a Certificate with funds contained in an "insurance company general
account" (as defined in Section V(e) of Prohibited Transaction Class Exemption
95-60) that includes the assets of a Benefit Plan for purposes of the Plan
Asset Regulation.

     Any Person who is not an Affiliate of the Seller and acquires more than
49.9% of the Certificates will be deemed to represent that it is not a party
in interest (within the meaning of ERISA) or a disqualified person (within the
meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan,
other than a Benefit Plan that it sponsors for the benefit of its


                                     A-5
<PAGE>


employees, and that no Benefit Plan with respect to which it is a party in
interest has or will acquire any interest in the Notes.

     The Certificates are issuable only in registered form in denominations as
provided in the Trust Agreement, subject to certain limitations therein set
forth.

     The Owner Trustee, the Certificate Registrar and any Paying Agent may
treat the Person in whose name this Certificate is registered in the
Certificate Register (as of the day of determination) as the owner of this
Certificate for the purpose of receiving distributions pursuant to the Trust
Agreement and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar or any Paying Agent shall be bound by any
notice to the contrary.

     The Trust Agreement, with certain exceptions therein provided, and the
Issuer shall terminate and be of no further force or effect upon the earlier
of (i) the payment to the Servicer, the Noteholders and the Certificateholders
of all amounts required to be paid to them pursuant to the terms of the
Indenture, the Sale and Servicing Agreement and the Trust Agreement, (ii) the
Distribution Date next succeeding the month which is one year after the
maturity or other liquidation of the last Receivable and the disposition of
any amounts received upon liquidation of any property remaining in the Issuer
and (iii) upon the purchase of the Receivables by the Servicer in connection
with an Optional Purchase.


                                     A-6
<PAGE>


                                  ASSIGNMENT



SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION
NUMBER OF ASSIGNEE: ________________


        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto -------------------------------------------------------------------------

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

                        (name and address of assignee)

the within Certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ________________________, attorney, to transfer said
Certificate on the Certificate Register, with full power of substitution in
the premises.

Dated:

                                   ________________________________________*/

                                   Signature Guaranteed:

                                   ________________________________________*/

*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Certificate
     in every particular, without alteration, enlargement or any change
     whatsoever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Certificate Registrar.


                                     A-7
<PAGE>


                                                                     EXHIBIT B


                            CERTIFICATE OF TRUST OF
                       WACHOVIA AUTO OWNER TRUST 2004-A

     This Certificate of Trust of Wachovia Auto Owner Trust 2004-A (the
"Trust"), is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, as trustee (the "Trustee"), to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801 et seq.)
(the "Act").

     1. Name. The name of the statutory trust formed hereby is Wachovia Auto
Owner Trust 2004-A.

     2. Delaware Trustee. The name and business address of a trustee of the
Trust having its principal place of business in the State of Delaware is
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration.

     3. Effective Date. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.

                                    WILMINGTON TRUST COMPANY,
                                      as Trustee



                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                      B-1