<PAGE>

                                                                     Exhibit 4.1

                                                                [EXECUTION COPY]








                        POOLED AUTO SECURITIES SHELF LLC,
                                  as Depositor,

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

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


                      AMENDED AND RESTATED TRUST AGREEMENT
                          Dated as of November 1, 2001

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




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                     <C>
                                                ARTICLE I
                                               DEFINITIONS

SECTION 1.1     Definitions ..........................................................................    1
SECTION 1.2     Other Definitional Provisions ........................................................    5

                                                ARTICLE II
                                        ORGANIZATION OF THE TRUST

SECTION 2.1     Name .................................................................................    6
SECTION 2.2     Office ...............................................................................    6
SECTION 2.3     Purposes and Powers ..................................................................    6
SECTION 2.4     Appointment of Owner Trustee .........................................................    7
SECTION 2.5     Initial Capital Contribution of Owner Trust Estate ...................................    7
SECTION 2.6     Declaration of Trust .................................................................    7
SECTION 2.7     Liability of Certificateholders ......................................................    7
SECTION 2.8     Title to Trust Property ..............................................................    7
SECTION 2.9     Situs of Trust .......................................................................    7
SECTION 2.10    Representations and Warranties of the Depositor ......................................    8
SECTION 2.11    Federal Income Tax Matters ...........................................................    9

                                               ARTICLE III
                                  CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1     Initial Ownership ....................................................................   10
SECTION 3.2     The Certificates .....................................................................   10
SECTION 3.3     Authentication of Certificates .......................................................   10
SECTION 3.4     Registration of Certificates; Transfer and Exchange of Certificates ..................   10
SECTION 3.5     Mutilated, Destroyed, Lost or Stolen Certificates ....................................   11
SECTION 3.6     Persons Deemed Owners ................................................................   12
SECTION 3.7     Access to List of Certificateholders' Names and Addresses ............................   13
SECTION 3.8     Maintenance of Office or Agency ......................................................   13
SECTION 3.9     Appointment of Paying Agent ..........................................................   13
SECTION 3.10    Book-Entry Certificates ..............................................................   14
SECTION 3.11    Notices to Clearing Agency ...........................................................   15
SECTION 3.12    Definitive Certificates ..............................................................   15

                                                ARTICLE IV
                                         ACTIONS BY OWNER TRUSTEE

SECTION 4.1     Prior Notice to Certificateholders with Respect to Certain Matters ...................   15
SECTION 4.2     Action by Certificateholders with Respect to Certain Matters .........................   16
SECTION 4.3     Action by Certificateholders with Respect to Bankruptcy ..............................   16
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                     <C>
SECTION 4.4     Restrictions on Certificateholders' Power ............................................   16
SECTION 4.5     Majority Control .....................................................................   17
SECTION 4.6     Certain Litigation Matters ...........................................................   17

                                                ARTICLE V
                                APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1     Establishment of Certificate Payment Account .........................................   17
SECTION 5.2     Application of Trust Funds ...........................................................   17
SECTION 5.3     Method of Payment ....................................................................   18
SECTION 5.4     No Segregation of Monies; No Interest ................................................   18
SECTION 5.5     Accounting and Reports to the Noteholders, Certificateholders,
                the Internal Revenue Service and Others ..............................................   19
SECTION 5.6     Signature on Returns; Tax Matters Partner ............................................   19

                                                ARTICLE VI
                                  AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1     General Authority ....................................................................   19
SECTION 6.2     General Duties .......................................................................   20
SECTION 6.3     Action upon Instruction ..............................................................   20
SECTION 6.4     No Duties Except as Specified in this Agreement or in Instructions ...................   21
SECTION 6.5     No Action Except Under Specified Documents or Instructions ...........................   21
SECTION 6.6     Restrictions .........................................................................   21

                                               ARTICLE VII
                                       REGARDING THE OWNER TRUSTEE

SECTION 7.1     Acceptance of Trusts and Duties ......................................................   22
SECTION 7.2     Furnishing of Documents ..............................................................   23
SECTION 7.3     Representations and Warranties .......................................................   23
SECTION 7.4     Reliance; Advice of Counsel ..........................................................   24
SECTION 7.5     Not Acting in Individual Capacity ....................................................   24
SECTION 7.6     Owner Trustee Not Liable for Certificates or Receivables .............................   24
SECTION 7.7     Owner Trustee May Own Certificates and Notes .........................................   25

                                               ARTICLE VIII
                            COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

SECTION 8.1     Owner Trustee's Fees and Expenses ....................................................   25
SECTION 8.2     Indemnification ......................................................................   25
SECTION 8.3     Payments to the Owner Trustee ........................................................   26
</TABLE>

                                       ii

<PAGE>

                                   ARTICLE IX
                                   TERMINATION

<TABLE>
<S>                                                                                   <C>
SECTION 9.1     Termination of Trust Agreement .....................................  26
SECTION 9.2     Prepayment of the Certificates .....................................  27

                                    ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1    Eligibility Requirements for Owner Trustee .........................  28
SECTION 10.2    Resignation or Removal of Owner Trustee ............................  28
SECTION 10.3    Successor Owner Trustee ............................................  29
SECTION 10.4    Merger or Consolidation of Owner Trustee ...........................  30
SECTION 10.5    Appointment of Co-Trustee or Separate Trustee ......................  30
SECTION 10.6    Actions Outside of Delaware ........................................  31

                                     ARTICLE XI
                                   MISCELLANEOUS

SECTION 11.1    Supplements and Amendments .........................................  32
SECTION 11.2    No Legal Title to Owner Trust Estate in Certificateholders .........  34
SECTION 11.3    Limitation on Rights of Others .....................................  34
SECTION 11.4    Notices ............................................................  34
SECTION 11.5    Severability .......................................................  34
SECTION 11.6    Separate Counterparts ..............................................  34
SECTION 11.7    Successors and Assigns .............................................  35
SECTION 11.8    Covenants of the Depositor .........................................  35
SECTION 11.9    No Petition ........................................................  35
SECTION 11.10   No Recourse ........................................................  35
SECTION 11.11   Headings ...........................................................  35
SECTION 11.12   Governing Law ......................................................  35
SECTION 11.13   Depositor Payment Obligation .......................................  35
SECTION 11.14   Certificates Nonassessable and Fully Paid ..........................  35
</TABLE>

                                    EXHIBITS

Exhibit A       Form of Certificate
Exhibit B       Form of Certificate of Trust

                                      iii

<PAGE>

          AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2001 (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), 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 and not in its individual capacity
(in such capacity, the "Owner Trustee").
                        -------------

          WHEREAS, the CarMax Auto Owner Trust 2001-2 was created on September
18, 2001 pursuant to a Trust Agreement dated as of September 18, 2001 (the
"Initial Trust Agreement") between the Depositor and the Owner Trustee; 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 other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Depositor and the Owner
Trustee hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          SECTION 1.1 Definitions. Except as otherwise specified herein or as
                      -----------
the context may otherwise require, the following terms shall have the respective
meanings set forth below for all purposes of this Agreement.

          "Accountants" shall have the meaning specified in Section 5.5.
           -----------

          "Book-Entry Certificates" shall mean a beneficial interest in the
           -----------------------
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 3.10.

          "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
           ----------------------
Delaware Code, 12 Del. Code section 3801 et seq., as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

          "CarMax" shall mean CarMax Auto Superstores, Inc., a Virginia
           ------
corporation, and its successors and assigns.

          "Certificate" shall mean a physical certificate evidencing the
           -----------
beneficial interest of a Certificateholder in the Owner Trust Estate,
substantially in the form of Exhibit A to this Agreement. Such certificate shall
entitle the Holder thereof to distributions pursuant to this Agreement from
collections and other proceeds in respect of the Owner Trust Estate; provided,
                                                                     --------
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
-------
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement and the Indenture.

<PAGE>

          "Certificate Balance" shall mean, at any time, as the context may
           -------------------
require, (i) with respect to all of the Certificates, an amount equal to,
initially, the Initial Certificate Balance and, thereafter, an amount equal to
the Initial Certificate Balance as reduced from time to time by all amounts
allocable to principal previously distributed to the Certificateholders or (ii)
with respect to any Certificate, an amount equal to, initially, the initial
denomination of such Certificate and, thereafter, an amount equal to such
initial denomination as reduced from time to time by all amounts allocable to
principal previously distributed in respect of such Certificate; provided,
                                                                 --------
however, that in determining whether the Holders of Certificates evidencing the
-------
requisite percentage of the Certificate Balance have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Transaction Document, Certificates owned by the Trust, any other obligor upon
the Certificates, the Depositor, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed to be excluded from
the Certificate Balance (unless such Persons own 100% of the Certificate Balance
of the Certificates), except that, in determining whether the Indenture Trustee
or the Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates that a
Responsible Officer of the Indenture Trustee or the Owner Trustee, as
applicable, knows to be so owned shall be so disregarded; and, provided further,
                                                               -------- -------
that Certificates that have been pledged in good faith may be regarded as
included in the Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Trust, any other obligor upon the Certificates, the Depositor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons.

          "Certificate Depository Agreement" shall mean the Letter of
           --------------------------------
Representations dated November 20, 2001, among the Issuer, the Indenture
Trustee, the Owner Trustee and The Depository Trust Company, as the initial
Clearing Agency, relating to the Certificates.

          "Certificate of Trust" shall mean the Certificate of Trust in the form
           --------------------
of Exhibit C filed for the Trust pursuant to Section 3810(a) of the Business
Trust Statute.

          "Certificate Owner" shall mean, with respect to any Book-Entry
           -----------------
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate as reflected on the books of the Clearing Agency or on the books of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

          "Certificate Payment Account" shall have the meaning specified in
           ---------------------------
Section 5.1.

          "Certificate Register" shall have the meaning specified in Section
           --------------------
3.4.

          "Certificate Registrar" shall have the meaning specified in Section
           ---------------------
3.4.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
           ----
time to time, and the Treasury Regulations promulgated thereunder.

          "Corporate Trust Office" shall mean the principal office of the Owner
           ----------------------
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
Rodney Square North, 1100 North Market

                                        2

<PAGE>

Street, Wilmington, Delaware 19890-0001, 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
Depositor and the Servicer, 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
Depositor and the Servicer.

          "Definitive Certificates" shall have the meaning specified in Section
           -----------------------
3.10.

          "Depositor" shall mean Pooled Auto Securities Shelf LLC, a Delaware
           ---------
limited liability company, in its capacity as depositor under this Agreement,
and its successors.

          "ERISA" shall mean the Employee Retirement Income Security Act of
           -----
1974, as amended.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           ------------
amended.

          "Expenses" shall have the meaning specified in Section 8.2.
           --------

          "Final Distribution Date" shall mean the May 2008 Distribution Date.
           -----------------------

          "Holder" or "Certificateholder" shall mean a Person in whose name a
           ------      -----------------
Certificate is registered in the Certificate Register.

          "Indemnified Parties" shall have the meaning specified in Section 8.2.
           -------------------

          "Indenture" shall mean the Indenture, dated as of November 1, 2001,
           ---------
between the Trust and Bankers Trust Company, a New York banking corporation, as
indenture trustee, as amended, supplemented or otherwise modified and in effect
from time to time.

          "Initial Certificate Balance" shall mean $12,835,000.
           ---------------------------

          "Owner Trust Estate" shall mean all right, title and interest of the
           ------------------
Trust in, to and under the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.

          "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
           -------------
banking corporation, not in its individual capacity but solely as owner trustee
under this Agreement, and any successor Owner Trustee under this Agreement.

          "Paying Agent" shall mean the Owner Trustee or any successor paying
           ------------
agent or co-paying agent appointed pursuant to Section 3.9 who is authorized by
the Owner Trustee to make distributions from the Certificate Payment Account on
behalf of the Trust.

          "Plan" shall have the meaning specified in Section 3.4.
           ----

          "Plan Asset Regulation" shall mean 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

                                        3

<PAGE>

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

          "Prepayment Date" shall mean the Distribution Date specified by the
           ---------------
Servicer pursuant to Section 9.2(b).

          "Prepayment Price" shall mean, with respect to any prepayment of
           ----------------
Certificates pursuant to Section 9.2, an amount equal to the sum of (i) the
Certificate Balance as of the related Prepayment Date plus (ii) the amount of
                                                      ----
accrued but unpaid interest on such Certificate Balance to but excluding such
Prepayment Date.

          "PTCE 95-60" shall have the meaning specified in Section 3.4.
           ----------

          "Rating Agency Condition" shall mean, with respect to any action, that
           -----------------------
each Rating Agency shall have been given prior notice of such action and shall
have notified the Depositor, the Owner Trustee and the Insurer in writing that
such action will not result in a reduction or withdrawal of the then-current
rating assigned by such Rating Agency to any Class of Notes or the Certificates.

          "Record Date" shall mean, with respect to any Distribution Date or
           -----------
Prepayment Date, the close of business on the Business Day preceding such
Distribution Date or Prepayment Date; provided, however, that if Definitive
                                      --------  -------
Certificates have been issued pursuant to Section 3.12, Record Date shall mean,
with respect to any Distribution Date or Prepayment Date, the last Business Day
of the calendar month preceding such Distribution Date or Prepayment Date.

          "Residual Interest" shall mean the right to receive the amounts in
           -----------------
respect of the Owner Trust Estate that are distributable to the Seller pursuant
to this Agreement, the Sale and Servicing Agreement or the Indenture.

          "Responsible Officer" shall mean (i) in the case of the Indenture
           -------------------
Trustee, any managing director, principal, vice president, assistant vice
president, assistant secretary, assistant treasurer or trust officer of the
Indenture Trustee or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular corporate trust matter, any other
officer of the Indenture Trustee to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) in
the case of the Owner Trustee, any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or financial services
officer of the Owner Trustee or any other officer of the Owner Trustee
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular corporate trust matter,
any other officer of the Owner Trustee to whom such matter is referred because
of such officer's knowledge of and familiarity with the particular subject.

          "Sale and Servicing Agreement" shall mean the Sale and Servicing
           ----------------------------
Agreement, dated as of November 1, 2001, by and among the Trust, the Depositor,
the Seller and the Servicer, as amended, supplemented or otherwise modified and
in effect from time to time.

          "Secretary of State" shall mean the Secretary of State of the State of
           ------------------
Delaware.

                                       4

<PAGE>

          "Securities Act" shall mean the Securities Act of 1933, as amended.
           --------------

          "Transfer" shall mean a sale, transfer, assignment, participation,
           --------
     pledge or other disposition of a Certificate.

          "Treasury Regulations" shall mean regulations, including proposed or
           --------------------
temporary regulations, promulgated under the Code. All references herein to
specific provisions of proposed or temporary Treasury Regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

          "Trust" shall mean the CarMax Auto Owner Trust 2001-2 created as a
           -----
Delaware statutory business trust pursuant to this Agreement and the filing of
the Certificate of Trust.

          SECTION 1.2 Other Definitional Provisions.
                      -----------------------------

          (a)  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or, if
not defined therein, in the Indenture.

          (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. (c) As used in this Agreement
and in any certificate or other documents made or delivered pursuant hereto or
thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings assigned to them under generally
accepted accounting principles. To the extent that the definitions of accounting
terms in this Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Agreement or in any such
certificate or other document shall control.

          (d)  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. Article, Section and Exhibit
references contained in this Agreement are references to Articles, Sections and
Exhibits in or to this Agreement unless otherwise specified. The term
"including" shall mean "including without limitation."

          (e)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

          (f)  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,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein.
References to a Person are also to its permitted successors and assigns.

                                        5

<PAGE>

                                   ARTICLE II
                            ORGANIZATION OF THE TRUST

          SECTION 2.1 Name. The Trust shall be known as "CarMax Auto Owner Trust
                      ----
2001-2," in which name the Owner Trustee may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued on behalf of the Trust.

          SECTION 2.2 Office. The office of the Trust shall be in care of the
                      ------
Owner Trustee at the Corporate Trust Office or at such other address in the
State of Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.

          SECTION 2.3 Purposes and Powers. The purpose of the Trust is, and the
                      -------------------
Trust shall have the power and authority, to engage solely 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 and the
     Certificates 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 Account, to pay the
     organizational, start-up and transactional expenses of the Trust and to pay
     the balance to the Seller, as holder of the Residual Interest, pursuant to
     the Sale and Servicing Agreement;

               (iii) to pay interest on and principal of the Notes and the
     Certificates and Excess Collections to the Seller, as holder of the
     Residual Interest;

               (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
     Transaction 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 Transaction 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.

          The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this Agreement
or the other Transaction Documents.

                                        6

<PAGE>

          SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby
                      ----------------------------
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein and in the
Business Trust Statute.

          SECTION 2.5 Initial Capital Contribution of Owner Trust Estate. The
                      --------------------------------------------------
Depositor has sold, 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 of such amount, which amount shall constitute the
initial Owner Trust Estate and shall be deposited in the Certificate Payment
Account. The Depositor shall pay organizational expenses of the Trust 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 2.6 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 Trust under the Transaction Documents. It is
the intention of the parties hereto that (i) the Trust constitute a business
trust under the Business Trust Statute and that this Agreement constitute the
governing instrument of such business trust and (ii) solely for income and
franchise tax purposes, the Trust shall be treated (A) if it has one beneficial
owner, as a non-entity and (B) if it has more than one beneficial owner, as a
partnership, with the assets of the partnership being the Receivables and other
assets held by the Trust, the partners of the partnership being the
Certificateholders and the Notes constituting indebtedness of the partnership.
Unless otherwise required by the appropriate tax authorities, the Trust shall
file or cause to be filed annual or other necessary returns, reports and other
forms consistent with the characterization of the Trust either as a nonentity 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 Business Trust Statute with respect to accomplishing the purposes of the
Trust. The Owner Trustee has filed the Certificate of Trust with the Secretary
of State.

          SECTION 2.7 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 2.8 Title to Trust Property. Legal title to the entirety of
                      -----------------------
the Owner Trust Estate shall be vested at all times in the Trust 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
and/or a separate trustee, as the case may be.

          SECTION 2.9 Situs of Trust. The Trust shall be located and
                      --------------
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Delaware or the
State of New York. The Trust 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 Trust only in the State
of Delaware or the State of New York, and payments will be made by the Trust
only from the State

                                        7

<PAGE>

of Delaware or the State of New York. The only office of the Trust will be at
the Corporate Trust Office in the State of Delaware.

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

               (i)   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, has the power, authority and legal right to own its
     properties and to conduct its business as such properties are currently
     owned and such business is currently conducted, and has the power,
     authority and legal right to acquire, own and sell the Receivables;

               (ii)  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
     Transaction Documents to which the Depositor is a party, the Receivables,
     the Notes or the Certificates;

               (iii) the Depositor has the power and authority to execute,
     deliver and perform its obligations under this Agreement and the other
     Transaction Documents to which it is a party, and the Depositor has the
     power and authority to sell, assign, transfer and convey the property to be
     sold and transferred to and deposited with the Trust and has duly
     authorized such transfer and deposit by all necessary limited liability
     company action, and the execution, delivery and performance of this
     Agreement and the other Transaction Documents to which the Depositor is a
     party have been duly authorized by the Depositor by all necessary limited
     liability company action;

               (iv)  the execution, delivery and performance by the Depositor of
     this Agreement and the other Transaction Documents to which the Depositor
     is a party, the consummation of the transactions contemplated hereby and
     thereby and the fulfillment of the terms hereof and thereof will not
     conflict with, result in a breach of any of the terms and provisions of or
     constitute (with or without notice or lapse of time or both) a default
     under the articles of formation or limited liability company agreement of
     the Depositor or any material indenture, agreement, mortgage, deed of trust
     or other instrument to which the Depositor is a party or by which the
     Depositor is bound or to which any of its properties are subject, or result
     in the creation or imposition of any lien upon any of its properties
     pursuant to the terms of any such indenture, agreement, mortgage, deed of
     trust or other instrument (other than pursuant to this Agreement), or
     violate any law, order, rule or regulation applicable to the Depositor or
     its properties of any federal or state regulatory body, court,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or any of its properties;

               (v)   there are no proceedings or investigations pending or, to
     the knowledge of the Depositor, threatened against the Depositor before any
     court, regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction

                                        8

<PAGE>

     over the Depositor or its properties (A) asserting the invalidity of this
     Agreement, the Sale and Servicing Agreement, the Indenture, any of the
     other Transaction Documents, the Notes or the Certificates, (B) seeking to
     prevent the issuance of the Notes or the Certificates or the consummation
     of any of the transactions contemplated by this Agreement, the Sale and
     Servicing Agreement, the Indenture or any of the other Transaction
     Documents, (C) 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, the Sale and
     Servicing Agreement, the Indenture, any of the other Transaction Documents,
     the Receivables, the Notes or the Certificates, or (D) that would adversely
     affect the federal tax attributes or Applicable Tax State franchise or
     income tax attributes of the Trust or of the Notes or the Certificates; and

               (vi) the representations and warranties of the Depositor in
     Section 3.1 of the Receivables Purchase Agreement are true and correct.

          SECTION 2.11 Federal Income Tax Matters. The Certificateholders and
                       --------------------------
the Certificate Owners 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 Trust will be treated either as a "nonentity" under Treasury
Regulation Section 301.7701-3 or as a partnership, and the Certificateholders
will be treated as partners in that partnership. The holder of the Residual
Interest and the Certificateholders by acceptance of a Certificate agree to such
treatment and agree to take no action inconsistent with such treatment. For each
taxable year (or portion thereof), other than periods in which there is only one
Certificateholder:

               (i)  amounts paid to the Certificateholders for such year (or
     other period) shall be treated as a guaranteed payment within the meaning
     of Section 707(c) of the Code and the Certificateholders shall be allocated
     losses for federal income tax purposes to the extent such losses cannot be
     allocated to the holder the Residual Interest consistent with the
     requirement that such allocation have substantial economic effect pursuant
     to Section 704(b) of the Code; and

               (ii) all remaining net income or net loss, as the case may be, of
     the Trust for such year (or other period) as determined for federal income
     tax purposes (and each item of income, gain, credit, loss or deduction
     entering into the computation thereof) shall be allocated to the holder of
     the Residual Interest.

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

                                       9

<PAGE>

                                  ARTICLE III
                     CERTIFICATES AND TRANSFER OF INTERESTS

                SECTION 3.1  Initial Ownership. Upon the formation of the Trust
                             -----------------
by the contribution by the Depositor pursuant to Section 2.5 and until the
issuance of the Certificates, the Depositor shall be the sole beneficiary of the
Trust.

                SECTION 3.2  The Certificates. The Certificates shall be issued
                             ----------------
in one or more registered, definitive, physical certificates, in the form set
forth in Exhibit A, in minimum denominations of at least $1,000 and integral
multiples of $1,000 in excess thereof; provided, however, that a single
                                       --------  -------
Certificate may be issued in a denomination equal to the Initial Certificate
Balance less the aggregate denominations of all other Certificates or a
denomination less than $1,000.

                The Certificates may be in printed or typewritten form and shall
be executed on behalf of the Trust 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 Trust, 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 3.2 and Section 3.4, 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
3.4.

                SECTION 3.3  Authentication of Certificates. Concurrently with
                             ------------------------------
the initial sale of the Receivables to the Trust pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause the Certificates, in an
aggregate principal amount equal to the Initial Certificate Balance, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by its president, any vice president, any
assistant vice president, its secretary or any assistant secretary, without
further limited liability company action by the Depositor, in authorized
denominations. No Certificate shall entitle its Holder to any benefit under this
Agreement, or shall 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 by manual signature, which
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.

                SECTION 3.4  Registration of Certificates; Transfer and Exchange
                             ---------------------------------------------------
of Certificates.
---------------

                (a)     The Indenture 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
cause to be kept, at the office or agency maintained

                                       10

<PAGE>

pursuant to Section 3.8, 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 or, if it elects
not to make such an appointment, assume the duties of Certificate Registrar.

                (b)     The Certificates may not be acquired by or for the
account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title 1 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 (each, a
"Plan"). Each Certificate Owner, by its acceptance of a Certificate, shall be
 ----
deemed to have represented and warranted that such Certificate Owner (A) is not
a Plan and is not a Person acting on behalf of a Plan or a Person using the
assets of a Plan to effect the transfer of such Certificate, and (B) 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 ("PTCE 95-60")) that includes the assets of a Plan for
                        ----------
purposes of the Plan Asset Regulation.

                To the extent permitted under applicable law (including, but
not limited to, 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 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 for registration of Transfer of any
Certificate at the office or agency of the Certificate Registrar to be
maintained as provided in Section 3.8, and upon compliance with any provisions
of this Agreement relating to such Transfer, the Owner Trustee shall execute on
behalf of the Trust 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 Trust. Each
Certificate presented or surrendered for registration of Transfer or exchange
shall be accompanied by a written instrument of transfer and accompanied by IRS
Form W-8 BEN, W-8 ECI 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 or exchange 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 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 with any Transfer or
exchange of Certificates.

                SECTION 3.5  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

                                       11

<PAGE>

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
hold each of the Trust, the Certificate Registrar and the Owner Trustee
harmless, then, in the absence of notice to the Trust, the Certificate Registrar
or the Owner Trustee that such Certificate has been acquired by a "protected
purchaser" (as defined in the Relevant UCC), the Owner Trustee shall execute on
behalf of the Trust and the Owner Trustee shall authenticate and deliver, in
exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen
Certificate, as the case may be, a replacement Certificate, as the case may be,
of like tenor and denomination; provided, however, that if any such destroyed,
                                --------  -------
lost or stolen Certificate, but not a mutilated Certificate, shall have become
or within seven (7) days of the Certificate Registrar's receipt of evidence to
its satisfaction of such destruction, loss or theft shall be due and payable, or
shall have been called for prepayment in whole pursuant to Section 9.2, instead
of issuing a replacement Certificate, the Owner Trustee may direct the Paying
Agent to pay such destroyed, lost or stolen Certificate when so due or payable
or upon the Prepayment Date without surrender thereof. If, after the delivery of
such replacement Certificate or payment of a destroyed, lost or stolen
Certificate pursuant to the proviso to the preceding sentence, a "protected
purchaser" (as defined in the Relevant UCC) of the original Certificate in lieu
of which such replacement Certificate was issued presents for payment such
original Certificate, the Trust 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" (as defined in
the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

                (b)     Upon the issuance of any replacement Certificate under
this Section 3.5, the Trust may require the payment by the Holder of such
Certificate 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 3.5 in replacement of any mutilated, destroyed, lost or stolen
Certificate shall constitute an original additional contractual obligation of
the Trust, 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 3.5 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 3.6  Persons Deemed Owners. Prior to due presentation of
                             ---------------------
of a Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar and any Paying Agent may treat the Person in whose name
such Certificate is registered in the Certificate Register (as of the day of
determination) as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.2 and for all other purposes whatsoever, and
none of

                                       12

<PAGE>


the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound
by any notice to the contrary.

                SECTION 3.7  Access to List of Certificateholders' Names and
                             -----------------------------------------------
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
---------
the Servicer and the Depositor, or to the Indenture Trustee or the Owner
Trustee, within fifteen (15) days after receipt by the Certificate Registrar of
a written request therefor from the Servicer, 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 Holders of Certificates evidencing not less
than 25% of the Certificate Balance 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, then the Certificate
Registrar shall, within five (5) 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 3.8  Maintenance of Office or Agency. The Certificate
                             -------------------------------
Registrar shall maintain in the Borough of Manhattan, The City of New York, 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
Transaction Documents may be served. 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 3.9  Appointment of Paying Agent. The Paying Agent shall
                             ---------------------------
make distributions to Certificateholders from the Certificate Payment Account
pursuant to Section 5.2 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 the Owner
Trustee and any co-paying agent chosen by the Owner Trustee. The Owner Trustee
shall be permitted to resign as Paying Agent upon thirty (30) days' written
notice to the Depositor. In the event that the Owner Trustee shall no longer be
the Paying Agent, the Owner Trustee, upon receipt of written instructions from
the Depositor and with the consent of the Insurer, shall appoint a successor to
act as Paying Agent (which shall be a bank or trust company). The Owner Trustee
shall direct 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 until such sums

                                       13

<PAGE>

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.
The provisions of Sections 7.1, 7.3 and 8.1 shall apply to the Owner Trustee
also in its role as Paying Agent, for so long as the Owner Trustee shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

                SECTION 3.10 Book-Entry Certificates. The Certificates, upon
                             -----------------------
original issuance, shall be issued as provided in Section 3.2 representing the
Book-Entry Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Trust. The Book-Entry
Certificates shall be registered initially on the Certificate Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Certificate Owner thereof shall receive a definitive Certificate representing
such Certificate Owner's interest in such Certificate, except as provided in
Section 3.12. Unless and until definitive, fully registered Certificates (the
"Definitive Certificates") have been issued to such Certificate Owners pursuant
 -----------------------
to Section 3.12:

                  (i)      the provisions of this Section 3.10 shall be in full
        force and effect;

                  (ii)     the Certificate Registrar, the Paying Agent and the
        Owner Trustee shall be entitled to deal with the Clearing Agency for all
        purposes of this Agreement (including the payment of principal and
        interest on the Certificates and the giving of instructions or
        directions hereunder) as the sole Holder of the Certificates, and shall
        have no obligation to the Certificate Owners;

                  (iii)    to the extent that the provisions of this Section
        3.10 conflict with any other provisions of this Agreement, the
        provisions of this Section shall control;

                  (iv)     the rights of Certificate Owners shall be exercised
        only through the Clearing Agency and shall be limited to those
        established by law and agreements between such Certificate Owners and
        the Clearing Agency and/or the Clearing Agency Participants pursuant to
        the Certificate Depository Agreement, and, unless and until Definitive
        Certificates are issued pursuant to Section 3.12, the initial Clearing
        Agency shall make book-entry transfers among the Clearing Agency
        Participants and receive and transmit payments of principal of and
        interest on the Certificates to such Clearing Agency Participants; and

                  (v)      whenever this Agreement requires or permits actions
        to be taken based upon written instructions or directions of Holders of
        Certificates evidencing a specified percentage of the Certificate
        Balance, the Clearing Agency shall be deemed to represent such
        percentage only to the extent that it has received written instructions
        to such effect from Certificate Owners and/or Clearing Agency
        Participants owning or representing, respectively, such required
        percentage of the beneficial interest in the Certificates and has
        delivered such written instructions to the Owner Trustee.

                                       14

<PAGE>

                SECTION 3.11 Notices to Clearing Agency. Whenever a notice or
                             --------------------------
other communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to such
Certificate Owners pursuant to Section 3.12, the Owner Trustee shall give all
such notices and communications specified herein to be given to Holders of the
Certificates to the Clearing Agency, and shall have no obligation to such
Certificate Owners.

                SECTION 3.12 Definitive Certificates. If (i) the Depositor, the
                             -----------------------
Administrator or the Servicer advises the Owner Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Certificates and the
Administrator is unable to locate a qualified successor, (ii) the Depositor, at
its option, advises the Owner Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Servicing Termination, Certificate Owners of the Book-Entry
Certificates representing beneficial interests aggregating not less than 51% of
the Certificate Balance advise the Owner Trustee and the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of such Certificate Owners, then the Clearing
Agency shall notify all Certificate Owners and the Owner Trustee in writing of
the occurrence of such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender to the Certificate
Registrar of the typewritten Certificates representing the Book-Entry
Certificates by the Clearing Agency, accompanied by registration instructions,
the Owner Trustee shall execute and authenticate the Definitive Certificates in
accordance with the instructions of the Clearing Agency. None of the Trust, the
Certificate Registrar or the Owner Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Owner Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders.

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

                SECTION 4.1  Prior Notice to Certificateholders with Respect to
                             --------------------------------------------------
Certain Matters.  With respect to the following matters, the Owner Trustee shall
---------------
not take action unless (i) at least thirty (30) days before the taking of such
action, the Owner Trustee shall have notified the Certificateholders, the
Insurer and the Rating Agencies in writing of the proposed action and (ii) the
Insurer, if no Insurer Default shall have occurred and be continuing, or, if an
Insurer Default shall have occurred and be continuing, the Holders of
Certificates evidencing not less than 51% of the Certificate Balance shall not
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that the Insurer and such Holders have withheld consent or
provided alternative direction:

                   (i)   the initiation of any claim or lawsuit by the Trust
        (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
        Trust (except with respect to the aforementioned claims or lawsuits for
        collection by the Servicer of the Receivables);

                                       15

<PAGE>

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

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

                (iv)    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;

                (v)     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 add any
        provision that would not materially adversely affect the interests of
        the Certificateholders; or

                (vi)    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 for the
        Notes or Indenture Trustee or Certificate Registrar of its obligations
        under the Indenture or this Agreement, as applicable;

provided, however, that the Owner Trustee shall not take action with respect to
--------  -------
any of the foregoing matters if such action would reasonably be expected to
materially adversely affect the interests of the Insurer.

                SECTION 4.2  Action by Certificateholders with Respect to
                             --------------------------------------------
Certain Matters. The Owner Trustee may not, except upon the occurrence of an
---------------
Event of Servicing Termination subsequent to the payment in full of the Notes
and in accordance with the written direction of the Insurer, if no Insurer
Default shall have occurred and be continuing, or, if an Insurer Default shall
have occurred and be continuing, in accordance with the written direction of the
Holders of Certificates evidencing not less than 51% of the Certificate Balance,
(i) remove the Servicer pursuant to Article VIII of the Sale and Servicing
Agreement, (ii) appoint a successor Servicer pursuant to Article VIII of the
Sale and Servicing Agreement, (iii) remove the Administrator pursuant to Section
9 of the Administration Agreement, (iv) appoint a successor Administrator
pursuant to Section 9 of the Administration Agreement or (v) sell the
Receivables after the termination of the Indenture, except as expressly provided
in the Transaction Documents.

                SECTION 4.3  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 Trust unless (i) the Notes have been
paid in full and (ii) the Insurer, if no Insurer Default shall have occurred and
be continuing, or, if an Insurer Default shall have occurred and be continuing,
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 Trust is insolvent.

                Section 4.4  Restrictions on Certificateholders' Power.  Neither
                             -----------------------------------------
the Insurer nor the Certificateholders shall 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 Trust or the Owner Trustee

                                       16

<PAGE>

under this Agreement or any of the other Transaction Documents or would be
contrary to Section 2.3, nor shall the Owner Trustee be obligated to follow any
such direction, if given.

                SECTION 4.5     Majority Control. Except as expressly provided
                                ----------------
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of Certificates evidencing not less than
51% of the Certificate Balance. Except as expressly provided herein, any written
notice of the Certificateholders delivered pursuant to this Agreement shall be
effective if signed by Holders of Certificates evidencing not less than 51% of
the Certificate Balance at the time of the delivery of such notice.

                SECTION 4.6     Certain Litigation Matters. The Owner Trustee
                                --------------------------
shall provide prompt written notice to the Depositor, the Seller, the Servicer
and the Insurer of any action, proceeding or investigation known to the Owner
Trustee that could reasonably be expected to adversely affect the Trust or the
Owner Trust Estate or the rights or obligations of the Insurer under any of the
Transaction Documents. If no Insurer Default shall have occurred and be
continuing, and neither the Depositor nor CarMax shall be actively defending any
such action, proceeding or investigation, then the Owner Trustee shall, upon
written notice from the Insurer, allow the Insurer to institute, assume or
control the defense of such action, proceeding or investigation.

                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

                SECTION 5.1     Establishment of Certificate Payment Account.
                                --------------------------------------------
Pursuant to Section 4.1(c) 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 Owner
Trustee) a segregated trust account designated as the 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 3.9, 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 5.2     Application of Trust Funds.
                                --------------------------

                (a)  On each Distribution Date, upon receipt of written
instructions from the Servucer pursuant to Section 4.9 of the Sale and Servicing
Agreement, the Owner Trustee shall, or, if the Owner Trustee is not the Paying
Agent, shall direct the Paying Agent to, apply the amount on deposit in the
Certificate Payment Account on such Distribution Date to make the following
distributions in the following order of priority:

                   (i)      to the Certificateholders, the Total Certificate
        Interest for such Distribution Date; and

                   (ii)     to the Certificateholders, the Monthly Certificate
Principal for that Distribution Date.

                                       17

<PAGE>

                If the amount on deposit in the Certificate Payment Account on
any Distribution Date is less than the amount described in clause (i) or (ii)
above for such Distribution Date, the Owner Trustee shall, or, if the Owner
Trustee is not the Paying Agent, the Owner Trustee shall direct the Paying Agent
to, pay the available amount to the Holders of each Certificate pro rata based
                                                                --- ----
on the outstanding principal amount of such Certificate as of such Distribution
Date.

                (b)     On each Distribution Date, the Owner Trustee shall, or,
if the Owner Trustee is not the Paying Agent, the Owner Trustee shall direct the
Paying Agent to, send to each Certificateholder the statement provided to the
Owner Trustee by the Servicer pursuant to Section 4.9 of the Sale and Servicing
Agreement with respect to such Distribution Date.

                (c)     In the event that any withholding tax is imposed on any
Trust payment (or any allocation of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section 5.2. 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 Trust (but such authorization shall not prevent
the Owner Trustee from contesting any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). 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 Trust 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 may withhold such amounts in accordance
with this Section 5.2. If a Certificateholder wishes to apply for a refund of
any such withholding tax, the Owner Trustee shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

                SECTION 5.3     Method of Payment. Subject to Section 9.1(c),
                                -----------------
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if (i)
such Certificateholder shall have provided to the Certificate Registrar and the
Paying Agent appropriate written instructions at least five (5) Business Days
prior to such Distribution Date and such Certificateholder is a Clearing Agency
(or its nominee), or (ii) such Certificateholder is the Depositor or, if not, by
check mailed to such Certificateholder at the address of such Holder appearing
in the Certificate Register. Notwithstanding the foregoing, the final
distribution in respect of any Certificate (whether on the Final 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 3.8.

                SECTION 5.4     No Segregation of Monies; No Interest. Subject
                                -------------------------------------
to Sections 5.1 and 5.2, 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.

                                       18


<PAGE>

                SECTION 5.5     Accounting and Reports to the Noteholders,
                                -----------------------------------------
Certificateholders, the Internal Revenue Service and Others. The Owner Trustee
-----------------------------------------------------------
shall, based on information provided by the Seller, (i) maintain (or cause to be
maintained) the books of the Trust on the basis of a fiscal year ending February
28 or 29, as applicable, 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 Trust (including a
partnership information return, IRS Form 1065) 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 Trust'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 5.2(c) with respect to income or distributions to Certificateholders.
The Owner Trustee 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 shall not make the election provided under
Section 754 of the Code.

                The Owner Trustee may satisfy its obligations with respect to
this Section 5.5 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 March 15, 2002, 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 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 5.5 upon its retention of the Accountants,
and the Owner Trustee shall not have any liability with respect to the default
or misconduct of the Accountants.

                SECTION 5.6     Signature on Returns; Tax Matters Partner.
                                -----------------------------------------

                (a)     The Owner Trustee shall sign, on behalf of the Trust,
the tax returns of the Trust.

                (b)     The Seller, as holder of the Residual Interest, shall be
designated the "tax matters partner" of the Trust pursuant to Section
6231(a)(7)(A) of the Code and applicable Treasury Regulations.

                                   ARTICLE VI
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

                SECTION 6.1     General Authority. The Owner Trustee is
                                -----------------
authorized and directed to execute and deliver the Transaction Documents to
which the Trust is to be a party and each certificate or other document attached
as an exhibit to or contemplated by the Transaction Documents to which the Trust
is to be a party, in each case in such form as the Depositor shall approve, as
evidenced conclusively by the Owner Trustee's execution thereof and the
Depositor's

                                       19

<PAGE>


execution of this Agreement, and to direct the Indenture Trustee to authenticate
and deliver Notes in the aggregate principal amount of $628,890,000 (comprised
of $148,000,000 in aggregate principal amount of Class A-1 Notes, $178,000,000
in aggregate principal amount of Class A-2 Notes, $178,000,000 in aggregate
principal amount of Class A-3 Notes and $124,890,000 in aggregate principal
amount of Class A-4 Notes). In addition to the foregoing, the Owner Trustee is
authorized to take all actions required of the Trust pursuant to the Transaction
Documents. The Owner Trustee is further authorized from time to time to take
such action on behalf of the Trust as is permitted by the Transaction Documents
and which the Servicer or the Administrator recommends in writing with respect
to the Transaction Documents, except to the extent that this Agreement expressly
requires the consent of Certificateholders for such action.

                SECTION 6.2     General Duties. 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 to administer the
Trust for the benefit of the Certificateholders, subject to the lien of the
Indenture 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 to the extent the Administrator is required in the Administration
Agreement to perform any act or to discharge such duty of the Owner Trustee or
the Trust hereunder or under any other Transaction Document, and the Owner
Trustee shall not be held liable for the default or failure of the Administrator
to carry out its obligations under the Administration Agreement.

                SECTION 6.3     Action upon Instruction.
                                -----------------------

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

                (b)     The Owner Trustee shall not be required to take any
action under this Agreement or any other Transaction 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 Transaction
Document or is otherwise contrary to law.

                (c)     Subject to Article IV, 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 Transaction Document, the Owner Trustee
shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the Insurer or the Certificateholders, as applicable,
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 Insurer or 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 (10)
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

                                       20


<PAGE>


other Transaction 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 IV, in the event the Owner Trustee is
unsure as to the application of any provision of this Agreement or any other
Transaction 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 Insurer or the Certificateholders, as applicable, 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
(10) 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 Transaction 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 6.4     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 contemplated hereby
to which the Owner Trustee or the Trust 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 6.3, and no implied duties or
obligations shall be read into this Agreement or any other Transaction 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 otherwise to 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
Trust or to record this Agreement or any other Transaction Document. The Owner
Trustee shall, however, at its own cost and expense, promptly take all action as
may be necessary to discharge any lien (other than the lien of the Indenture) on
any part of the Owner Trust Estate that results 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 6.5     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 (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the other
Transaction Documents to which the Trust is a party and (iii) in accordance with
any document or written instruction delivered to the Owner Trustee pursuant to
Section 6.3.

                SECTION 6.6     Restrictions. The Owner Trustee shall not take
                                ------------
any action (i) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (ii) that, to the actual knowledge of the Owner Trustee, would
(A) affect the treatment of the Notes as indebtedness for

                                       21

<PAGE>

federal income or Virginia income or franchise tax purposes, (B) be deemed to
cause a taxable exchange of the Notes for federal income or Virginia income or
franchise tax purposes or (C) cause the Trust or any portion thereof to be
taxable as an association or publicly traded partnership taxable as a
corporation for federal income or Virginia income or franchise tax purposes. The
Certificateholders and the Insurer shall not direct the Owner Trustee to take
action that would violate the provisions of this Section 6.6.

                                  ARTICLE VII
                           REGARDING THE OWNER TRUSTEE

        SECTION 7.1   Acceptance of Trusts and Duties. The Owner Trustee accepts
                      -------------------------------
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it 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
Transaction 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 7.3 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):

             (i)    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;

             (ii)   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 any
        Certificateholder, the Indenture Trustee, the Insurer, the Depositor,
        the Administrator or the Servicer;

             (iii)  no provision of this Agreement or any other Transaction
        Document shall require the Owner Trustee to expend or risk its own funds
        or otherwise incur 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 Transaction Document if the Owner Trustee
        shall have reasonable grounds to believe that repayment of such funds or
        adequate indemnity against such risk or liability is not reasonably
        assured or provided to it;

             (iv)   the Owner Trustee shall not be liable for any indebtedness
        evidenced by or arising under any of the Transaction Documents,
        including the principal of and interest on the Notes or the Certificates
        or payments of Excess Collections to the Seller, as holder of the
        Residual Interest;

             (v)    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 other
        Transaction

                                       22

<PAGE>


        Documents, other than 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 to any
        Certificateholder, other than as expressly provided for herein and in
        the other Transaction Documents;

                    (vi)   the Owner Trustee shall not be liable for the default
        or misconduct of the Servicer, the Administrator, the Depositor or the
        Indenture Trustee under any of the Transaction Documents or otherwise,
        and the Owner Trustee shall have no obligation or liability to perform
        the obligations of the Trust under this Agreement or the other
        Transaction Documents that are required to be performed by the
        Administrator under the Administration Agreement, the Servicer under the
        Sale and Servicing Agreement or the Indenture Trustee under the
        Indenture;

                    (vii)  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 Transaction
        Document, at the request, order or direction of the Insurer or any of
        the Certificateholders, unless the Insurer or such Certificateholders,
        as applicable, 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;

                    (viii) the right of the Owner Trustee to perform any
        discretionary act enumerated in this Agreement or any other Transaction
        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; and

                    (ix)   the Owner Trustee shall not be deemed to owe any
        fiduciary duty to the Insurer, and no implied duties or obligations with
        respect to the Insurer shall be read into this Agreement or any other
        Transaction Document against the Owner Trustee.

             SECTION 7.2  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 Transaction Documents.

             SECTION 7.3  Representations and Warranties.  The Owner Trustee,
                          ------------------------------

in its individual capacity, hereby represents and warrants to the Depositor, for
the benefit of the Certificateholders, that:

                    (i)    it is a Delaware banking corporation duly organized
        and validly existing in good standing under the laws of the State of
        Delaware and has all requisite power and authority to execute, deliver
        and perform its obligations under this Agreement;

                    (ii)   it has taken all 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

                                       23

<PAGE>

                (iii) 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, or constitute any default under its
        charter documents or by-laws or any indenture, mortgage, contract,
        agreement or instrument to which it is a party or by which any of its
        properties may be bound.

                SECTION 7.4     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. 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 the 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.

                (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 Transaction Documents, the Owner Trustee (i) may 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) may 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 Transaction Document.

                SECTION 7.5     Not Acting in Individual Capacity. Except as
                                ---------------------------------
provided in Section 7.3, 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 Transaction
Document shall look only to the Owner Trust Estate for payment or satisfaction
thereof.

                SECTION 7.6     Owner Trustee Not Liable for Certificates or
                                --------------------------------------------
Receivables. The recitals contained herein and in the Certificates (other than
-----------
the signature and countersignature 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
Transaction Document, the Certificates (other than the signature and
countersignature of

                                       24

<PAGE>


the Owner Trustee on the Certificates) 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 or the Seller, as holder of the Residual Interest, under this
Agreement or to the Noteholders under the Indenture, including, without
limitation, 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 Trust or any intervening assignment,
the completeness of any Receivable, the performance or enforcement of any
Receivable, the compliance by the Depositor or the Servicer with any warranty or
representation made under any Transaction Document or in any related document,
or the accuracy of any such warranty or representation or any action of the
Indenture Trustee, the Administrator or the Servicer taken in the name of the
Owner Trustee.

                SECTION 7.7     Owner Trustee May Own Certificates and Notes.
                                --------------------------------------------
The Owner Trustee, in its individual or any other capacity, may become the owner
or pledgee of Certificates or Notes and may deal with the Depositor, the
Servicer, the Administrator and the Indenture Trustee in banking transactions
with the same rights as it would have if it were not Owner Trustee.

                                  ARTICLE VIII
                COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE

                SECTION 8.1     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 the Owner Trustee shall 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 8.2     Indemnification. The initial Servicer shall be
                                ---------------
liable as prime obligor for, and shall indemnify the Owner Trustee and its
successors, assigns, 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 Transaction 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 7.1. 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 8.2 shall survive the

                                       25

<PAGE>

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 8.2, 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 8.3     Payments to the Owner Trustee. Any amounts paid
                                -----------------------------
to the Owner Trustee pursuant to this Article VIII shall be deemed not to be a
part of the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX
                                   TERMINATION

                SECTION 9.1     Termination of Trust Agreement.
                                ------------------------------

                (a)     This Agreement (other than the provisions of Article
VIII) shall terminate and be of no further force or effect and the Trust shall
dissolve upon the earlier of (i) the payment to the Servicer, the Noteholders,
the Certificateholders and the Insurer of all amounts required to be paid to
them pursuant to the terms of the Indenture, the Sale and Servicing Agreement,
the Insurance Agreement and Article V and (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 Trust; provided, however, in each
                                                    --------  -------
case, that the Policy shall have been terminated in accordance with its terms
and returned to the Insurer for cancellation. The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, 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
Trust or Owner Trust Estate or otherwise affect the rights, obligations and
liabilities of the parties hereto.

                (b)     No Certificateholder shall be entitled to revoke or
terminate the Trust.

                (c)     Notice of any termination of the Trust, specifying the
Distribution Date upon which the 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 (5) 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 specified, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments 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 the Certificateholders, subject to Section 3808 of the
Business Trust Statute, amounts distributable on such Distribution Date pursuant
to Section 5.2. In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six (6) months after the
date specified in the above mentioned written notice,

                                       26

<PAGE>

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 Trust after exhaustion of
such remedies shall be distributed by the Owner Trustee to the Seller, as holder
of the Residual Interest.

                (d)     Upon the winding up of the Trust, in accordance with
Section 3808 of the Business Trust Statute, and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.

                SECTION 9.2     Prepayment of the Certificates.
                                ------------------------------

                (a)     The Certificates are subject to prepayment in whole, but
not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the
Sale and Servicing Agreement, on any Distribution Date on which the Servicer
exercises its option to purchase the assets of the Trust pursuant to such
Section 9.1(a), and the amount paid by the Servicer shall be treated as
collections of payments on the Receivables and applied to pay all amounts due to
the Servicer under the Sale and Servicing Agreement plus the unpaid principal
                                                    ----
amount of the Notes plus all accrued but unpaid interest (including any overdue
                    ----
interest) on the Notes plus the Certificate Balance plus all accrued but unpaid
                       ----                         ----
interest (including any overdue interest) on the Certificates plus all amounts
                                                              ----
due to the Insurer under the Transaction Documents or the Policy. The Owner
Trustee shall furnish notice of such prepayment to each Certificateholder. If
the Certificates are to be prepaid pursuant to this Section 9.2(a), the
Prepayment Price shall be due and payable on the Prepayment Date.

                (b)     Notice of prepayment of the Certificates under Section
9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid,
or by facsimile mailed or transmitted promptly following receipt by the Owner
Trustee of notice from the Servicer pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, but not later than ten (10) days prior to the applicable
Prepayment Date, to each Holder of the Certificates as of the close of business
on the Record Date preceding the applicable Prepayment Date, at such Holder's
address or facsimile number appearing in the Certificate Register.

                All notices of prepayment shall state:

                  (i)     the Prepayment Date;

                 (ii)     the Prepayment Price; and

                (iii)     the place where the Certificates are to be surrendered
        for payment of the Prepayment Price (which shall be the office or agency
        of the Certificate Registrar to be maintained as provided in Section
        3.8).

                                       27

<PAGE>


          Notice of prepayment of the Certificates shall be given by the Owner
Trustee in the name and at the expense of the Trust. Any failure to give notice
of prepayment, or any defect therein, to any Holder of any Certificate shall
not, however, impair or affect the validity of the prepayment of any other
Certificate.

          (c)  The Certificates to be prepaid shall, following notice of
prepayment as required by Section 9.2(b), become due and payable on the
Prepayment Date at the Prepayment Price and (unless the Trust shall default in
the payment of the Prepayment Price) no interest shall accrue on the Prepayment
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Prepayment Price. Following payment in full of the
Prepayment Price, this Agreement (other than the provisions of Article VIII) and
the Trust shall terminate in accordance with Section 9.1(a).

                                   ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

          SECTION 10.1 Eligibility Requirements for Owner Trustee. The Owner
                       ------------------------------------------
Trustee shall at all times (i) be a corporation or banking association
satisfying the provisions of Section 3807(a) of the Business Trust Statute, (ii)
be authorized to exercise corporate trust powers, (iii) 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 (iv) 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 corporation or
banking association 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 10.1 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 10.1, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.2.

          SECTION 10.2 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, the Depositor and the
Insurer. Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Owner Trustee (acceptable to the Depositor and the
Insurer) 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 thirty (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 the provisions of Section 10.1 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

                                       28

<PAGE>

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 and the Insurer) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the removed Owner
Trustee and one copy to the successor Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to this Section 10.2 shall not become effective
until acceptance of appointment by the successor Owner Trustee pursuant to
Section 10.3 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 the Depositor, the Certificateholders, the Indenture
Trustee, the Noteholders, the Insurer and the Rating Agencies.

     SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee appointed
                  -----------------------
pursuant to Section 10.2 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, 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 10.3 unless, at the time of such acceptance, such successor Owner
Trustee shall be eligible pursuant to Section 10.1.

     Any successor Owner Trustee appointed pursuant to this Section 10.3 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 10.3, the Administrator shall mail notice of such appointment to
all Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within ten (10)
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

                                       29

<PAGE>

          Section 10.4   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
Business Trust Statute, shall be the successor Owner Trustee; provided, however,
                                                              --------  -------
that such corporation or banking association must be otherwise qualified and
eligible under Section 10.1. The Owner Trustee shall provide the Rating Agencies
with prior written notice of 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 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 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 10.5   Appointment of Co-Trustee or Separate Trustee.
                         ---------------------------------------------

          (a)  Notwithstanding any other provisions of this Agreement to the
contrary, 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 may execute and deliver an instrument to
appoint one or more Persons approved by the Owner Trustee to act as co-trustee
or co-trustees, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person or Persons, 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 10.5, 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 fifteen (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 trustee under Section 10.1 and no notice
of the appointment of any co-trustee or separate trustee shall be required under
Section 10.3.

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

               (i)  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 shall not be authorized to act separately without the Owner
     Trustee joining in such act), except to the extent that under any law of
     any

                                       30

<PAGE>

         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;

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

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

          (c) 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 X. 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 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.

         (d)  Any separate trustee or co-trustee may at any time constitute the
Owner Trustee its agent or attorney-in-fact with full power and authority, to
the extent permitted 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 trustee.

         SECTION 10.6  Actions Outside of Delaware. Notwithstanding any other
                       ---------------------------
provisions of this Agreement to the contrary, neither Wilmington Trust Company
nor the Owner Trustee shall be required to take any action in any jurisdiction
other than in the State of Delaware if the taking of such action will (i)
require the consent, approval, authorization or order of, or the giving of
notice to, or the registration with or the taking of any other action in respect
of, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware, (ii) result in any fee, tax or other
governmental charge under the laws of any jurisdiction other than the State of
Delaware, or under the laws of any political subdivision of any such
jurisdiction, becoming payable by Wilmington Trust Company or (iii) subject
Wilmington Trust Company to personal jurisdiction in any jurisdiction other than
the State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by Wilmington Trust Company or the Owner
Trustee, as the case may be, contemplated by this Agreement and the other
Transaction Documents. The Owner Trustee shall be entitled to obtain advice of
counsel (which advice shall be an expense of the Servicer) to determine whether
any action required to be taken pursuant to this Agreement results in the
consequences described in clauses (i), (ii) or (iii) of the preceding sentence.
In the event that

                                       31

<PAGE>

such counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee will appoint an additional trustee pursuant to
Section 10.5 to proceed with such action.

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1  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 and the
Insurer, without the consent of any of the Noteholders or the Certificateholders
and with the consent of the Insurer (if no Insurer Default shall have occurred
and be continuing) 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, (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 Trust 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 or any Noteholder or
Certificateholder and (iii) no such amendment will be permitted without the
consent of the Insurer if such amendment would reasonably be expected to
materially adversely affect the interests of the Insurer.

          (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 the
Insurer, with the consent of the Insurer (if no Insurer Default shall have
occurred and be continuing) and with the consent of the Holders (as defined in
the Indenture) of Notes evidencing not less than 51% of the Note Balance or, if
the Notes have been paid in full, the Holders of Certificates evidencing not
less than 51% of the Certificate Balance, 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 (x) 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 Trust 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 or any Noteholder or
Certificateholder and (y) no such amendment will be permitted without the
consent of the Insurer if such amendment would reasonably be expected to
materially adversely affect the interests of the Insurer; and, provided further,
                                                               -------- -------
that, subject to the express rights of the Insurer under the Transaction
Documents, 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

                                       32

<PAGE>

     the Noteholders or the Certificateholders, or change any Note Rate or the
     Certificate 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 Certificate Balance the consent of the Holders 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

               (iii) adversely affect the rating assigned by either Rating
     Agency to any Class of Notes or the Certificates without the consent of the
     Holders (as defined in the Indenture) of Notes evidencing not less than 66
     2/3% of the aggregate principal amount of the then outstanding Notes of
     such Class or the consent of the Holders of Certificates evidencing not
     less than 66 2/3% of the Certificate Balance.

          (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, the Insurer 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 11.1 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 Transaction
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 Trust 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.

                                       33

<PAGE>

          SECTION 11.2 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 V and IX. No transfer, by operation of
law or otherwise, of any right, title or interest of the Certificateholders in
and to 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 11.3 Limitation on Rights of Others. The provisions of this
                       ------------------------------
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer, the Insurer and, to the
extent expressly provided herein, 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 11.4 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 (i) in the
case of the Owner Trustee, at the Corporate Trust Office, (ii) in the case of
the Depositor, at the following address: 301 South College Street, One First
Union Center, TW-9, Charlotte, North Carolina 28288, Attention: General Counsel,
(iii) in the case of the Indenture Trustee, at the Corporate Trust Office (as
defined in the Indenture), (iv) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church
Street, New York, New York 10007, (v) in the case of Standard & Poor's, at the
following address: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, 43rd Floor, New York, New York 10041, Attention: Asset
Backed Surveillance Department, and (vi) in the case of the Insurer, at the
following address: MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Insured Portfolio Management, Structured Finance. 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 Holder 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 11.5 Severability. If any provision of this Agreement or the
                       ------------
Certificates shall be held for any reason whatsoever invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement and the Certificates shall not in any way be
affected or impaired thereby.

          SECTION 11.6 Separate Counterparts. This Agreement may be executed in
                       ---------------------
any number of counterparts, each of which counterparts when so executed shall be
deemed to be an original, and all of which counterparts shall together
constitute but one and the same instrument.

                                       34

<PAGE>

          SECTION 11.7  Successors and Assigns. All covenants and agreements in
                        ----------------------
this Agreement and the Certificates shall be binding upon, and inure to the
benefit of, the Depositor, the Owner Trustee and its successors and each
Certificateholder and its 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 11.8  Covenants of the Depositor. The Depositor shall not at
                        --------------------------
any time institute against the Trust, or join in any institution against the
Trust 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 Transaction
Documents.

          SECTION 11.9  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, 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
Trust, or join in any institution against the Depositor or the Trust 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 Transaction Documents.

          SECTION 11.10 No Recourse. Each Certificateholder, by accepting a
                        -----------
Certificate, acknowledges that the Certificates represent beneficial interests
in the Trust only and do not represent interests in or obligations of the
Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any Affiliate thereof, and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
this Agreement, the Certificates or the other Transaction Documents.

          SECTION 11.11 Headings. The Article and Section headings herein and
                        --------
the Table of Contents are for convenience only and shall not define or limit any
of the terms or provisions hereof.

          SECTION 11.12 Governing Law. This Agreement shall be construed in
                        -------------
accordance with the laws of the State of Delaware and the obligations, rights
and remedies of the parties under this Agreement shall be determined in
accordance with such laws.

          SECTION 11.13 Depositor Payment Obligation. The Depositor shall be
                        ----------------------------
responsible for payment of the Administrator's compensation under the
Administration Agreement and shall reimburse the Administrator for all expenses
and liabilities of the Administrator incurred under the Administration
Agreement.

          SECTION 11.14 Certificates Nonassessable and Fully Paid. The
                        -----------------------------------------
Certificateholders shall not be personally liable for the obligations of the
Issuer. The interests represented by the Certificates shall be nonassessable for
any losses or expenses of the Issuer or

                                       35

<PAGE>

for any reason whatsoever, and, upon the authentication thereof by the Owner
Trustee pursuant to Section 3.3, 3.4 or 3.5, the Certificates are and shall be
deemed fully paid.

                            [SIGNATURE PAGE FOLLOWS]

                                       36

<PAGE>

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

                      POOLED AUTO SECURITIES SHELF LLC,
                      as Depositor


                      By:______________________________
                          Name:
                          Title:


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


                      By:______________________________
                          Name:
                          Title:

Accepted and agreed:

BANKERS TRUST COMPANY,
not in its individual capacity but
solely as Certificate Registrar

By:______________________________
   Name:
   Title:


CARMAX AUTO SUPERSTORES, INC.,
as Servicer


By:______________________________
   Name:
   Title:

                                       37