SERIES SUPPLEMENT

                            FREEDOM CERTIFICATES(SM)

                           USAUTOS SERIES 2004-1 TRUST

                                     between

                             FREEDOM DEPOSITORY, LLC

                                  as Depositor,

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                   as Trustee,

                            FREEDOM CERTIFICATES(SM)

                          Dated as of October 28, 2004

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                                Table of Contents

                                                                            PAGE

Section 1.   Incorporation of Standard Terms...................................1

Section 2.   Definitions.......................................................1

Section 3.   Designation of Trust and Certificates.............................8

Section 4.   Trust Certificates...............................................11

Section 5.   Distributions....................................................11

Section 6.   Trustee's Fees...................................................16

Section 7.   Optional Exchange; Optional Call.................................16

Section 8.   Notices of Events of Default.....................................21

Section 9.   Miscellaneous....................................................22

Section 10.  Governing Law....................................................25

Section 11.  Counterparts.....................................................25

Section 12.  Termination of the Trust.........................................25

Section 13.  Sale of Underlying Securities; Optional Exchange.................25

Section 14.  Amendments.......................................................26

Section 15.  Voting of Underlying Securities, Modification of Indenture.......26

Section 16.  Additional Depositor Representation..............................27



SCHEDULE I.        SERIES 2004-1 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1        FORM OF TRUST CERTIFICATE CLASS A
EXHIBIT A-2        FORM OF TRUST CERTIFICATE CLASS X
EXHIBIT B          FORM OF WARRANT AGENT AGREEMENT
EXHIBIT C          FORM OF INVESTMENT LETTER


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                                SERIES SUPPLEMENT

                             FREEDOM CERTIFICATES(SM)

                           USAUTOS SERIES 2004-1 TRUST

         SERIES SUPPLEMENT, USAutos Series 2004-1 Trust, dated as of October 28,
2004 (the "Series Supplement"), by and between FREEDOM DEPOSITORY, LLC, as
Depositor (the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Depositor desires to create the Trust designated herein
(the "Trust") by executing and delivering this Series Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
October 1, 2004 (the "Standard Terms;" and together with this Series Supplement,
the "Trust Agreement"), by and between the Depositor and the Trustee, as
modified by this Series Supplement;

         WHEREAS, the Depositor desires to deposit into the Trust the Underlying
Securities described on Schedule I attached hereto, the general terms of which
are described in the Prospectus Supplement under the heading "Description of the
Deposited Assets - Underlying Securities;"

         WHEREAS, in connection with the creation of the Trust and the deposit
therein of the Underlying Securities, it is desired to provide for the issuance
of trust certificates evidencing undivided interests in the Trust and call
warrants related thereto; and

         WHEREAS, the Trustee has joined in the execution of the Standard Terms
and this Series Supplement to evidence the acceptance by the Trustee of the
Trust.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee as follows:

         Section 1. INCORPORATION OF STANDARD TERMS. Except as otherwise
provided herein, all of the provisions of the Standard Terms are hereby
incorporated herein by reference in their entirety, and this Series Supplement
and the Standard Terms shall form a single agreement between the parties. In the
event of any inconsistency between the provisions of this Series Supplement and
the provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the Freedom Certificates(SM), USAutos Series 2004-1
and the transactions described herein.

         Section 2.  DEFINITIONS.

         (a) 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 under this Series Supplement. (Section 2(b) below
sets forth terms listed in the Standard Terms which are


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not applicable to this Series.) Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Standard Terms.

         "Accredited Investor" shall mean a Person that qualifies as an
"accredited investor" within the meaning of Rule 501(a) under the Securities
Act.

         "Available Funds" shall have the meaning specified in the Standard
Terms.

         "Business Day" shall mean any day other than a Saturday or a Sunday, or
a day on which banking institutions in New York, New York are authorized or
obligated by law or executive order to be closed.

         "Calculation Agent" shall mean Freedom Depository, LLC or such
affiliate thereof as shall be designated by Amherst Securities Group, L.P.

         "Call Date" shall mean any Business Day that any holder of Call
Warrants designates as a Call Date occurring (i) on or after October 28, 2005,
(ii) after one of the Underlying Securities Issuers announces that it will
redeem, prepay or otherwise make an unscheduled payment on the related
Underlying Securities, (iii) after the Trustee notifies the Certificateholders
of any proposed sale of any of the Underlying Securities pursuant to the
provisions of Section 5(d) or 5(h) of this Series Supplement or (iv) on the date
on which one of the Underlying Securities Issuers or an affiliate thereof
consummates a tender offer for some or all of the Underlying Securities is
consummated.

         "Call Notice" shall have the meaning specified in Section 1.1 of the
Warrant Agent Agreement.

         "Call Price" shall mean, for each related Call Date, (i) in the case of
the Class A Certificates, 100% of the outstanding Certificate Principal Balance
of the Class A Certificates being purchased pursuant to the exercise of the Call
Warrants, plus any accrued and unpaid interest on such amount to but excluding
the Call Date and, (ii) in the case of the Class X Certificates, the present
value of all amounts that would otherwise have been payable on the Class X
Certificates being purchased pursuant to the exercise of the Call Warrants for
the period from the related Call Date to the Final Scheduled Distribution Date,
using a discount rate of 6.00% per annum and assuming no delinquencies,
deferrals, redemptions or prepayments on the Underlying Securities shall occur
after the related Call Date.

         "Call Warrants" shall have the meaning specified in Section 3 hereof.

         "Called Certificates" shall have the meaning specified in Section 1.1
(b) of the Warrant Agent Agreement.

         "Certificate Principal Balance" shall have the meaning specified in
Section 3 hereof.

         "Certificates" shall have the meaning specified in Section 3 hereof.

         "Class A Allocation" shall mean the sum of the present values
(discounted at the rate of 5.10% per annum) of (i) any unpaid interest due or to
become due on the Class A Certificates

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and (ii) the outstanding Certificate Principal Balance of the Class A
Certificates, (in each case) assuming that the Class A Certificates were paid
when due and were not redeemed or prepaid prior to their stated maturity.

         "Class A Amount" shall mean an amount equal to interest at a rate of
5.10% per annum on the outstanding Certificate Principal Balance of the Class A
Certificates.

         "Class A Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-1, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

         "Class X Allocation" shall mean the present value (discounted at the
rate of 6.00% per annum) of any unpaid amounts due or to become due on the
outstanding notional amount of the Class X Certificates (assuming that the Class
X Certificates were paid when due and were not redeemed or prepaid prior to
their stated maturity).

         "Class X Amount" shall mean an amount equal to interest at the
applicable Class X Rate on the outstanding notional amount of the Class X
Certificates, which notional amount shall be equal to the Certificate Principal
Balance of the Class A Certificates, as reduced from time to time pursuant to
this Supplement.

         "Class X Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-2, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.

         "Class X Rate" shall mean, for each Distribution Date, a rate per annum
determined by dividing (x) the sum of (i) the product of (a) the outstanding
principal amount of 7.375% Underlying Securities held by the Trust and (b)
2.2125% and (ii) the product of (a) the outstanding principal amount of 7.25%
Underlying Securities held by the Trust and (b) 2.2125% by (y) the aggregate
outstanding principal amount of 7.375% Underlying Securities and 7.25%
Underlying Securities held by the Trust.

         "Certificates" shall mean the certificates in the form attached hereto
as Exhibit A, to be issued by the Trust representing a proportionate undivided
beneficial ownership interest in certain distributions to be made by the Trust
and having the characteristics described herein and in the Certificates.

         "Closing Date" shall mean October 28, 2004.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collection Period" shall mean, (i) with respect to each September
Distribution Date, the period beginning on the day after the March Distribution
Date of such year and ending on such September Distribution Date, inclusive,
and, (ii) with respect to each March Distribution Date, the period beginning on
the day after the September Distribution Date of the prior year and ending on
such March Distribution Date, inclusive; provided, however, that clauses (i) and
(ii)

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shall be subject to Section 9(f) hereof. The initial Collection Period shall be
the period beginning on October 28, 2004 and ending on the March Distribution
Date in 2005.

         "Corporate Trust Office" shall mean the office of U.S. Bank Trust
National Association located at 100 Wall Street, New York, New York 10005.

         "Currency" shall mean United States Dollars.

         "Depository" shall mean The Depository Trust Company, its nominees and
their respective successors.

         "Distribution Date" shall mean March 3 and September 3 of each year (or
if any such date is not a Business Day, the next succeeding Business Day),
commencing in March, 2005; and ending on the earlier of the Final Scheduled
Distribution Date and any date on which all Underlying Securities are redeemed,
prepaid or liquidated in whole for any reason other than their maturity.

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

         "Event of Default" shall mean (i) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any applicable grace period), (ii) a default in the payment of the
principal of or any installment of principal of any Underlying Security when the
same becomes due and payable, and (iii) any other event specified as an "Event
of Default" in the Indenture.

         "Exchange Act" shall mean the Securities and Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

         "Final Scheduled Distribution Date" shall mean the Distribution Date in
March, 2011.

         "Indenture" shall mean either of the related indentures between an
Underlying Securities Issuer and the related Underlying Securities Trustee,
pursuant to which the Underlying Securities were issued, as supplemented.

         "Liquidation Price" shall mean the price at which the Trustee sells the
Underlying Securities.

         "Maturity Date" shall have the meaning specified in Schedule I hereto.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Optional Call" shall mean the call of the Certificates by the Warrant
Holder, in whole, resulting from the exercise of Call Warrants by the Warrant
Holder, pursuant to Section 7(d) hereof.

         "Optional Exchange" shall mean the exchange of the Certificates by the
Trust for the Underlying Securities pursuant to Section 7(a) hereof.

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         "Optional Exchange Date" shall mean any date on which Underlying
Securities subject to Optional Exchange are distributed to a Certificateholder.

         "Ordinary Expenses" shall mean the Trustee's ordinary expenses and
overhead in connection with its services as Trustee, including the items
referred to in the definition of Ordinary Expenses in the Standard Terms.

         "Plan" means (a) an employee benefit plan (as defined in Section 3(3)
of ERISA), (b) a plan described in Section 4975(e)(1) of the Code or (c) any
entity whose underlying assets are treated as assets of any such plan by reason
of such plan's investment in the entity.

         "Prepaid Ordinary Expenses" shall be zero for this Series.

         "Prospectus Supplement" shall mean the Prospectus Supplement, dated
October 21, 2004, relating to the Class A Certificates.

         "QIB" shall have the meaning set forth in Section 3(e) hereof.

         "Rating Agencies" shall mean Moody's and S&P.

         "Record Date" shall mean, with respect to each Distribution Date, the
day immediately preceding the related Distribution Date.

         "Required Percentage--Amendment" shall be 66-2/3% of the aggregate
Voting Rights, unless the subject amendment requires the vote of holders of only
one class of Certificates pursuant to the Standard Terms, in which case 66-2/3%
of the Voting Rights of such Class.

         "Required Percentage--Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.

         "Required Percentage--Remedies" shall be 66-2/3% of the aggregate
Voting Rights.

         "Required Percentage--Removal" shall be 66-2/3% of the aggregate Voting
Rights.

         "Required Rating" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Closing Date, and, in
the case of S&P, the rating assigned to the Underlying Securities by S&P as of
the Closing Date.

         "Resale Restriction Termination Date" shall have the meaning set forth
in Section 3(e) hereof.

         "Rule 144A" shall have the meaning set forth in Section 3(e) hereof.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "SEC Reporting Failure" shall mean, with respect to an Underlying
Securities Issuer, the date determined by the Depositor within a reasonable time
following such Underlying Securities Issuer's either (x) having stated in
writing that it intends permanently to cease filing periodic

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reports required under the Exchange Act or (y) having failed to file all
required periodic reports for one full year.

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

         "Securities Intermediary" shall mean initially, U.S. Bank Trust
National Association.

         "Series" shall mean the USAutos Series 2004-1.

         "Special Distribution Date" shall have the meaning specified in Section
5 hereof.

         "Trustee Fee" shall mean the amount paid to the Trustee by the
Depositor on the Closing Date.

         "Trust Property" shall mean the Underlying Securities described on
Schedule I hereto, the Certificate Account and any additional Underlying
Securities sold to the Trust pursuant to Section 3(d) hereof.

         "UCC" shall mean the Uniform Commercial Code as in effect in the
applicable jurisdiction.

         "Underlying Securities" shall mean (i) $2,000,000 aggregate principal
amount of 7.375% Debentures due February 1, 2011 issued by Ford Motor Credit
Company (the "7.375% Underlying Securities") and (ii) $2,000,000 aggregate
principal amount of 7.25% Debentures due March 2, 2011 issued by General Motors
Acceptance Corporation (the "7.25% Underlying Securities") each as set forth in
Schedule I attached hereto (subject to Section 3(d) hereof).

         "Underlying Securities Issuers" shall mean Ford Motor Credit Company
and General Motors Acceptance Corporation, and any successors in respect of the
Underlying Securities.

         "Underlying Securities Trustees" shall mean The Chase Manhattan Bank
with respect to the 7.375% Underlying Securities and The Bank of New York with
respect to the 7.25% Underlying Securities.

         "Underwriter" shall mean Amherst Securities Group, L.P.

         "Voting Rights" shall be allocated between the holders of the Class A
Certificates and the holders of the Class X Certificates, pro rata, in
proportion to the ratio of the Class A Allocation to the Class X Allocation. The
Class A Voting Rights will be allocated among Class A Certificateholders in
proportion to the then unpaid Certificate Principal Balances of their respective
Certificates. The Class X Voting Rights will be allocated among the Class X
Certificateholders in proportion to the then outstanding notional amounts of
their respective Certificates.

         "Warrant Agent" shall mean initially, U.S. Bank Trust National
Association.

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         "Warrant Agent Agreement" shall mean that certain Warrant Agent
Agreement, dated as of the date hereof, between the Depositor and U.S. Bank
Trust National Association, as Warrant Agent and as Trustee, as the same may be
amended from time to time.

         "Warrant Holder" shall mean the holder of a Call Warrant.

         (b) The terms listed below are not applicable to this Series.

                           "Accounting Date"

                           "Administrative Fees"

                           "Advance"

                           "Allowable Expense Amounts"

                           "Basic Documents"

                           "Calculation Agent"

                           "Call Premium Percentage"

                           "Credit Support"

                           "Credit Support Instrument"

                           "Credit Support Provider"

                           "Cut-off Date"

                           "Eligible Expense"

                           "Eligible Investments"

                           "Exchange Rate Agent"

                           "Fixed Pass-Through Rate"

                           "Floating Pass-Through Rate"

                           "Guaranteed Investment Contract"

                           "Letter of Credit"

                           "Limited Guarantor"

                           "Limited Guaranty"

                           "Minimum Wire Denomination"

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                           "Pass-Through Rate"

                           "Place of Distribution"

                           "Purchase Price"

                           "Required Premium"

                           "Required Principal"

                           "Requisite Reserve Amount"

                           "Retained Interest"

                           "Sale Procedures"

                           "Sub-Administration Account"

                           "Sub-Administration Agreement"

                           "Sub-Administration Agent"

                           "Surety Bond"

                           "Swap Agreement"

                           "Swap Counterparty"

                           "Swap Distribution Amount"

                           "Swap Guarantee"

                           "Swap Guarantor"

                           "Swap Receipt Amount"

                           "Swap Termination Payment"

         Section 3. DESIGNATION OF TRUST AND CERTIFICATES. The Trust created
hereby shall be known as the "USAutos Series 2004-1 Trust." The Certificates
evidencing certain undivided ownership interests therein shall be known as
"Freedom Certificates(SM), USAutos Corporate Backed Series 2004-1." The
Certificates shall consist of the Class A Certificates and the Class X
Certificates (together, the "Certificates"). The Trust is also issuing call
warrants with respect to the Certificates ("Call Warrants").

         (a) The Class A Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit A-1. The Class X Certificates shall initially be in physical form and,
as set forth in Section 3(d) below, shall be held subsequent to the Closing Date
in physical form or through the Depository in book-entry form and shall be

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substantially in the form attached hereto as Exhibit A-2. The Class A
Certificates shall be issued in denominations of $1,000. The Class X
Certificates shall be issued in minimum notional denominations of $100,000 and
integral multiples of $1 in excess thereof; provided, however, that on any Call
Date on which a Warrant Holder shall concurrently exchange Called Certificates
for a distribution of Underlying Securities in accordance with the provisions of
Section 7 hereof, Called Certificates may be issued in other denominations.
Except as provided in the Standard Terms and in paragraph (d) in this Section,
the Trust shall not issue additional Certificates or additional Call Warrants or
incur any indebtedness.

         (b) The Class A Certificates shall consist initially of 4,000
Certificates having an initial aggregate certificate principal balance (the
"Certificate Principal Balance") of $4,000,000. The Class X Certificates are
interest-only Certificates and shall have an initial aggregate notional amount
equal to the initial Certificate Principal Balance of the Class A Certificates.

         (c) The holders of the Class A Certificates will be entitled to receive
on each Distribution Date an amount equal to their pro rata share of Available
Funds calculated as follows: the amount of the Available Funds multiplied by a
ratio the numerator of which is the Class A Amount and the denominator of which
is the sum of the Class A Amount and the Class X Amount each as determined on
the such Distribution Date. The holders of the Class X Certificates will be
entitled to receive on each Distribution Date an amount equal to their pro rata
share of Available Funds calculated as follows: the amount of the Available
Funds multiplied by a ratio the numerator of which is the Class X Amount and the
denominator of which is the sum of the Class A Amount and the Class X Amount
each as determined on the such Distribution Date. On the Distribution Date
occurring in March 2005, the Trustee shall cause the Trust to pay to the
Depositor the amount of interest accrued and paid on the (i) 7.375% Underlying
Securities from August 1, 2004 to but not including the Closing Date and (ii)
7.25% Underlying Securities from September 2, 2004, to but not including the
Closing Date; provided, however, that in the event an Optional Exchange Date
shall occur prior to the Distribution Date in March 2005, a pro rata portion of
such amount shall be paid to the Depositor on the Optional Exchange Date in
accordance with the provisions of Section 7(b)(vii) hereof. If the Depositor is
not paid any such amount on such date, it will have a claim for such amount. If
Available Funds are insufficient to pay such amount, on each Distribution Date
the Trustee will apply Available Funds first to the holders of the Certificates
in payment of all amounts owned on the Certificates in respect of accrued
interest and then to the Depositor until the Depositor is paid in full.

         (d) No Class X Certificate may be offered, resold, assigned or
otherwise transferred (including by pledge or hypothecation) at any time prior
to (x) the date which is two years, or such shorter period of time as permitted
by Rule 144(k) under the Securities Act, after the later of the original issue
date of such Class X Certificates and the last date on which the Depositor or
any "affiliate" (as defined in Rule 144 under the Securities Act) of the
Depositor was the owner of such Class X Certificates (or any predecessor
thereto) or (y) such later date, if any, as may be required by a change in
applicable securities laws (the "Resale Restriction Termination Date") unless
such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant to
an effective registration statement under the Securities Act, (iii) to a
qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A
promulgated under the Securities Act ("Rule 144A"), in accordance with Rule 144A
or (iv) pursuant to another available exemption from registration provided under
the Securities Act (including transfers to Accredited Investors), and, in each
of

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cases (i) through (iv), in accordance with any applicable securities laws of any
state of the United States and other jurisdictions. Notwithstanding the
foregoing, Class X Certificate may not be offered, resold, assigned or otherwise
transferred (including by pledge or hypothecation) at any time unless the
prospective transferee is acquiring the Call Warrants concurrently with the
Class X Certificates. Prior to any offer, resale, assignment or transfer of any
Class X Certificates in the manner described in clause (iii) above, the
prospective transferee and the prospective transferor shall be required to
deliver to the Trustee an executed copy of an Investment Letter with respect to
the Class X Certificates to be transferred substantially in the form of Exhibit
C hereto and in the event the resale, assignment or transfer shall involve Class
X Certificates then being held in physical form, such Class X Certificates shall
be delivered to the Trustee for cancellation and the Trustee shall instruct the
Depository to increase the aggregate notional amount of the Class X Certificates
held in book-entry form by an amount equal to the aggregate notional amount of
the Class X Certificates so resold, assigned or transferred and to issue a
beneficial interest in such global Class X Certificates to such transferee.
Prior to any offer, resale, assignment or transfer of any Class X Certificates
in the manner described in clause (iv) above, the prospective transferee and the
prospective transferor shall be required to deliver to the Trustee documentation
certifying that the offer, resale, assignment or transfer complies with the
provisions of said clause (iv) and, in the event any such Class X Certificate
shall then be held in book-entry form and such resale, assignment or transfer
shall be to an Accredited Investor that is not a QIB, the Trustee shall instruct
the Depository to decrease the aggregate notional amount of the Class X
Certificates held in book-entry form and the Trustee shall authenticate and
deliver one or more Class X Certificates in physical form in an aggregate
notional amount equal to the amount of Class X Certificates resold, assigned or
transferred. In addition to the foregoing, each prospective transferee of any
Class X Certificates in the manner contemplated by clause (iii) above shall
acknowledge, represent and agree as follows:

                  (1)      The transferee (x) is a QIB, (y) is aware that the
                           sale to it is being made in reliance on Rule 144A and
                           (z) is acquiring such Class X Certificates for its
                           own account or for the account of a QIB.

                  (2)      The transferee understands that the Class X
                           Certificates are being offered in a transaction not
                           involving any public offering in the United States
                           within the meaning of the Securities Act, and that
                           the Class X Certificates have not been and will not
                           be registered under the Securities Act.

                  (3)      The transferee agrees that (A) if in the future it
                           decides to offer, resell, pledge or otherwise
                           transfer the Class X Certificates prior to the Resale
                           Restriction Termination Date, such Class X
                           Certificates shall only be offered, resold, assigned
                           or otherwise transferred (i) to the Trust, (ii)
                           pursuant to an effective registration statement under
                           the Securities Act, (iii) to a QIB, in accordance
                           with Rule 144A or (iv) pursuant to another available
                           exemption from registration provided under the
                           Securities Act (including any transfer to an
                           Accredited Investor), and, in each of cases (i)
                           through (iv), in accordance with any applicable
                           securities laws of any state of the United States and
                           other jurisdictions and (B) the


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                           transferee will, and each subsequent holder is
                           required to, notify any subsequent purchaser of such
                           Class X Certificates from it of the resale
                           restrictions referred to in clause (A) above.

                  (4)      The transferee, concurrent with the transfer of the
                           Class X Certificate is acquiring the Call Warrants.

         (e) The Class X Certificates will, unless otherwise agreed by the
Depositor and the Trustee, bear a legend substantially to the following effect:

                  "THIS CLASS X CERTIFICATE (OR ITS PREDECESSOR) HAS NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT
                  WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT
                  TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS X
                  CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN
                  ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT.

                  EACH PURCHASER OF THIS CLASS X CERTIFICATE IS HEREBY NOTIFIED
                  THAT THE SELLER OF THIS CLASS X CERTIFICATE MAY BE RELYING ON
                  THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
                  SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

         Section 4. TRUST CERTIFICATES. The Trustee hereby acknowledges receipt,
on or prior to the Closing Date, of:

         (a) the Underlying Securities set forth on Schedule I hereto; and

         (b) all documents required to be delivered to the Trustee pursuant to
Section 2.01 of the Standard Terms.

         Section 5. DISTRIBUTIONS.

         (a) Except as otherwise provided in Sections 5(b), 5(c) and 5(j), on
each applicable Distribution Date (or such later date as specified in Section
9(f)), the Trustee shall apply Available Funds in the Certificate Account as
follows:

                  (i) The Trustee will pay the interest portion of Available
         Funds:

                           (1) first, to the Trustee, as reimbursement for any
                  Extraordinary Trust Expenses incurred by the Trustee in
                  accordance with Section 6(b) below and approved by 100% of the
                  Certificateholders; and

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                           (2) second, to the holders of the Class A
                  Certificates and the holders of the Class X Certificates,
                  interest accrued and unpaid on each such Class, pro rata, in
                  proportion to their entitlements thereto.

                  (ii) the Trustee will pay the principal portion of Available
         Funds:

                           (1) first, to the Trustee, as reimbursement for any
                  remaining Extraordinary Trust Expenses incurred by the Trustee
                  in accordance with Section 6(b) below and approved by 100% of
                  the Certificateholders; and

                           (2) second, to the holders of the Class A
                  Certificates, the remaining available principal portion of
                  Available Funds, in an aggregate amount not to exceed the
                  outstanding Certificate Principal Balance of the Class A
                  Certificates.

                  (iii) any Available Funds remaining in the Certificate Account
         after the payments set forth in clauses 5(a)(i) and 5(a)(ii) above
         shall be paid to the Trustee as reasonable compensation for services
         rendered to the Depositor, up to $1,000.

                  (iv) the Trustee will pay any Available Funds remaining in the
         Certificate Account after the distributions in clauses 5(a)(i) through
         5(a)(iii) above to the holders of the Class A Certificates and Class X
         Certificates pro rata in proportion to the interest rate on each such
         class of Certificates.

                  The Class X Certificates are not entitled to distributions of
         principal.

Any portion of the Available Funds (i) that does not constitute principal of, or
interest on, the Underlying Securities, (ii) that is not received in connection
with a tender offer, redemption, prepayment or liquidation of any Underlying
Securities and (iii) for which allocation by the Trustee is not otherwise
contemplated by this Series Supplement, shall be remitted by the Trustee to the
Depositor.

         (b) Notwithstanding the foregoing, if any of the Underlying Securities
are redeemed, prepaid or liquidated in whole or in part for any reason other
than due to the occurrence of an Event of Default, an SEC Reporting Failure, or
at their maturity, the Trustee shall apply Available Funds in the manner
described in Section 5(g) in the following order of priority:

                  (i) first, to the Trustee, as reimbursement for any
         Extraordinary Trust Expenses incurred by the Trustee in accordance with
         Section 6(b) below and approved by 100% of the Certificateholders;

                  (ii) second, to the holders of the Class A Certificates, an
         amount equal to the principal amount of Underlying Securities so
         redeemed, prepaid or liquidated plus accrued and unpaid interest on the
         amount of Class A Certificates redeemed in connection with such
         principal payment;

                  (iii) third, to the holders of the Class X Certificates, an
         amount not to exceed the present value of all amounts that would
         otherwise have been payable on the Class X Certificates for the period
         from the date of such redemption or prepayment to the Final

                                       12
<PAGE>


         Scheduled Distribution Date using a discount rate of 6.00% per annum,
         assuming no delinquencies, deferrals, redemptions or prepayments on the
         Underlying Securities;

                  (iv) fourth, to the Trustee, as reasonable compensation for
         services rendered to the Depositor, any remainder up to $1,000; and

                  (v) fifth, any remainder to the holders of the Class A
         Certificates and the Class X Certificates pro rata in proportion to the
         ratio of the Class A Allocation to the Class X Allocation.

         (c) Notwithstanding the foregoing, if any of the Underlying Securities
are redeemed, prepaid or liquidated in whole or in part due to the occurrence of
an Event of Default, the Trustee shall distribute Available Funds with respect
to such Underlying Securities to the holders of the Class A Certificates and the
holders of the Class X Certificates in accordance with the ratio of the Class A
Allocation to the Class X Allocation.

         (d) Unless otherwise instructed by holders of Certificates representing
a majority of the Voting Rights, thirty (30) days after giving notice pursuant
to Section 8 hereof, the Trustee shall sell the Underlying Securities for which
an Event of Default has occurred pursuant to Section 13 hereof and deposit the
Liquidation Proceeds, if any, into the Certificate Account for distribution not
later than two (2) Business Days after the receipt of immediately available
funds in accordance with Section 5(b) hereof; provided, however, that if any
Warrant Holder designates any day on or prior to the proposed sale date as a
Call Date and Optional Exchange Date pursuant to Section 7, the portion of
Underlying Securities related to such Optional Exchange shall not be sold but
shall be distributed to the Warrant Holder pursuant to Section 7 and the Warrant
Agent Agreement.

         (e) If the Trustee receives non-cash property in respect of any of the
Underlying Securities as a result of a payment default on the Underlying
Securities (including from the sale thereof), the Trustee will promptly give
notice to the Depository, or for any Certificates which are not then held by DTC
or any other depository, directly to the registered holders of the Certificates
then outstanding and unpaid and to the Warrant Agent. Such notice shall state
that the Trustee shall, and the Trustee shall, not later than 30 days after the
receipt of such property, allocate and distribute such property to the holders
of Class A Certificates and Class X Certificates then outstanding and unpaid
(after deducting the costs incurred in connection therewith) in accordance with
Section 5(b) hereof. Property other than cash will be liquidated by the Trustee,
and the proceeds thereof distributed in cash, only to the extent necessary to
avoid distribution of fractional securities to Certificateholders. In-kind
distribution of such property to Certificateholders, based on the market value
of such property as of the date of distribution to Certificateholders, will be
deemed to reduce the Certificate Principal Balance of the Class A Certificates
on a dollar-for-dollar basis. The outstanding notional amounts of the Class X
Certificates shall be reduced, pro rata among all Class X Certificateholders, by
an amount equal to the amount by which the Certificate Principal Balance of the
Class A Certificates is reduced.

         (f) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any scheduled interest or principal payments on any class
of Certificates on any Distribution Date, any shortfall will be carried over and
will be distributed on the next Distribution Date (or

                                       13
<PAGE>


date referred to in Section 5(h) hereof) on which sufficient funds are available
to pay such shortfall.

         (g) If a payment with respect to the Underlying Securities is made to
the Trustee (i) after the payment date of the Underlying Securities on which
such payment was due or (ii) in connection with redemption, prepayment or
liquidation, in whole or in part, of the Underlying Securities for any reason
other than due to the occurrence of an Event of Default, an SEC Reporting
Failure or at their maturity, the Trustee will distribute any such amounts
received in accordance with the provisions of this Section 5 on the next
occurring Business Day (a "Special Distribution Date") as if the funds had
constituted Available Funds on the Distribution Date immediately preceding such
Special Distribution Date; provided, however, that the Record Date for such
Special Distribution Date shall be one Business Day prior to the day on which
the related payment was received with respect to the Underlying Securities.

         (h) Upon the occurrence of an SEC Reporting Failure, the Depositor
shall instruct the Trustee within a reasonable time to (i) notify the Warrant
Agent that the Underlying Securities are proposed to be sold and that any Call
Warrants and related Optional Exchange rights must be exercised no later than
the date specified in the notice (which shall be not less than ten Business Days
after the date of such notice) and (ii) to the extent that the Warrant Holders
fail to exercise their Call Warrants and related Optional Exchange rights on or
prior to such date, to sell the Underlying Securities of the Underlying
Securities Issuer that experienced the SEC Reporting Failure and distribute the
proceeds of such sale to the Certificateholders in accordance with the following
order of priority: first, to the Trustee, as reimbursement for any Extraordinary
Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and
approved by 100% of the Certificateholders; and second, any remainder to the
holders of the Class A Certificates and the Class X Certificates pro rata in
proportion to the ratio of the Class A Allocation to the Class X Allocation, as
determined by the Calculation Agent.

         (i) On any date on which Underlying Securities are redeemed, prepaid or
liquidated for any reason, the aggregate outstanding notional amount of the
Class X Certificates shall be reduced by an amount equal to the principal amount
of the Underlying Securities so redeemed, prepaid or liquidated, the reduction
for the Class X Certificates to be allocated pro rata among all Class X
Certificates.

         (j) (i) Within five Business Days (or such longer period as shall be
acceptable to the Trustee) of receipt of notice of an SEC Reporting Failure, any
Class A Certificateholder or Class X Certificateholder may direct the Trustee to
distribute all or a portion of such Certificateholder's pro rata share of such
Underlying Securities to it, in lieu of any proceeds received upon liquidation
of any of the Underlying Securities. The respective pro rata shares of the Class
A and Class X Certificateholders in such Underlying Securities shall be
determined by allocating the portion of the principal amount remaining after
reimbursement of the Trustee for any Extraordinary Trust Expenses approved by
100% of the Certificateholders to the Class A Certificateholders and the Class X
Certificateholders in accordance with the ratio of the Class A Allocation to the
Class X Allocation. The pro rata share of each of the Class A Certificateholders
in such Underlying Securities to be distributed shall be determined based on the
then unpaid Certificate Principal Balances of their Class A Certificates and the
pro rata share of each of the


                                       14
<PAGE>


Class X Certificateholders in such Underlying Securities to be distributed shall
be determined based on the then outstanding notional amounts of their respective
Certificates.

                  (ii) Within five Business Days (or such longer period as shall
         be acceptable to the Trustee) of receipt of notice of an Event of
         Default or any other liquidation of any of the Underlying Securities by
         the Trustee, any Class X Certificateholder may direct the Trustee to
         distribute all or a portion of such Class X Certificateholder's pro
         rata share (as determined by the Calculation Agent in accordance with
         this Section 5(j)) of such Underlying Securities to it, in lieu of any
         proceeds received upon liquidation of such Underlying Securities. Upon
         the occurrence of an Event of Default, each Class X Certificateholder's
         pro rata share of such Underlying Securities shall be determined by
         allocating the principal amount of such Underlying Securities to the
         Class A Certificateholders and the Class X Certificateholders in
         accordance with the ratio of the Class A Allocation to the Class X
         Allocation. The pro rata share of each of the Class X
         Certificateholders in the Underlying Securities to be distributed shall
         be determined based on the then outstanding notional amounts of their
         respective Certificates. In the event of a liquidation of any of the
         Underlying Securities by the Trustee for any reason other than upon the
         occurrence of an Event of Default or an SEC Reporting Failure, each
         Class X Certificateholder's pro rata share of such Underlying
         Securities shall be equal to the lesser of (1) a pro rata share (based
         on the proportion of the aggregate notional amount of such holder's
         Class X Certificates to the outstanding aggregate notional amount of
         the Class X Certificates) of the principal amount of such Underlying
         Securities remaining after the Trustee has allocated Available Funds in
         accordance with Sections 5(b)(i) and 5(b)(ii) hereof and (2) the
         present value of all amounts that would otherwise have been payable on
         such Class X Certificate for the period from the date of such
         redemption or prepayment to the Final Scheduled Distribution Date using
         a discount rate of 6.00% per annum, assuming no delinquencies,
         deferrals, redemptions or prepayments on such Underlying Securities.

                  (iii) The amount requested to be distributed pursuant to
         Section 5(j)(i) or 5(j)(ii) must be in an even multiple of the minimum
         denomination of the Underlying Securities and may not exceed such
         requesting Certificateholder's pro rata share (as determined by the
         Calculation Agent in accordance with this Section 5(j)) of the
         Underlying Securities. Upon receipt of any such direction from a Class
         A Certificateholder or Class X Certificateholder, the Trustee shall not
         liquidate the requested portion of Underlying Securities and instead
         shall cause such Underlying Securities to be distributed to the
         requesting Class A Certificateholder or Class X Certificateholder;
         provided, that the Trustee shall not cause the distribution of any
         Underlying Securities to any Class A Certificateholder or Class X
         Certificateholder unless, but for the requesting Class A
         Certificateholder or Class X Certificateholder's giving direction in
         accordance with this Section 5(j), such Underlying Securities would be
         liquidated as otherwise provided in this Agreement. Any portion of any
         Class A Certificateholder's or Class X Certificateholder's pro rata
         share of the Underlying Securities that is not distributed, based on
         the failure to meet the minimum denomination requirements or otherwise,
         shall be sold in accordance with the provisions of Section 5(d) or 5(h)
         hereof, as applicable and the proceeds thereof distributed to such
         Class A Certificateholder or Class X Certificateholder.

                                       15
<PAGE>


                  (iv) All decisions and determinations of the Calculation Agent
         pursuant to this Section 5(j) shall be in its sole discretion and
         shall, in the absence of manifest error, be conclusive for all purposes
         and irrevocably binding upon the Certificateholders.

         Section 6. TRUSTEE'S FEES.

         (a) As compensation for its services hereunder, the Trustee shall be
entitled to the Trustee Fee and any amounts payable under clauses 5(a)(iii) and
(5)(b)(iv) above. The Trustee Fee shall be paid by the Depositor and not from
Trust Property. The Trustee shall bear all Ordinary Expenses. Failure by the
Depositor to pay such amount shall not entitle the Trustee to any payment or
reimbursement from the Trust, nor shall such failure release the Trustee from
the duties it is required to perform under the Trust Agreement.

         (b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the holders of the Class A Certificates and Class X Certificates then
outstanding have directed the Trustee to incur such Extraordinary Expenses. The
Trustee may incur other Extraordinary Expenses if any lesser percentage of the
Certificateholders requesting such action pursuant hereto reimburse the Trustee
for the cost thereof from their own funds in advance. If Extraordinary Expenses
are not approved unanimously as set forth in the first sentence of this Section
6(b), such Extraordinary Expenses shall not be an obligation of the Trust, and
the Trustee shall not file any claim against the Trust therefor notwithstanding
failure of Certificateholders to reimburse the Trustee.

         Section 7. OPTIONAL CALL; OPTIONAL EXCHANGE.

         (a) (i) On (A) any Distribution Date, (B) any date on which a tender
         offer for some or all of the Underlying Securities is consummated or
         (C) any date on which any of the Underlying Securities are to be
         redeemed by the related Underlying Securities Issuer, any holder of
         Class A Certificates, Class X Certificates and the related Call
         Warrants, if Call Warrants related to such Certificates are
         outstanding, may exchange such Certificates and, if applicable, Call
         Warrants, for a distribution of 7.375% Underlying Securities and 7.25%
         Underlying Securities representing a like percentage of such 7.375%
         Underlying Securities and 7.25% Underlying Securities as such
         Certificates represent of all outstanding Certificates.

                  (ii) On any Call Date, any Warrant Holder may exchange Called
         Certificates for a distribution of 7.375% Underlying Securities and
         7.25% Underlying Securities representing a like percentage of such
         7.375% Underlying Securities and 7.25% Underlying Securities as such
         Called Certificates represent of all outstanding Certificates;
         provided, however, that any such exchange shall either (x) result from
         an exercise of all Call Warrants owned by such Warrant Holder or (y)
         occur on a Call Date on which such Warrant Holder, alone or together
         with one or more other Warrant Holders, shall exchange Called
         Certificates relating to Underlying Securities having an aggregate
         principal amount equal to or in excess of the product of (i) 0.1 and
         (ii) the aggregate principal amount of the Underlying Securities
         deposited into the Trust on the Closing Date. Notwithstanding the
         foregoing, following the consummation of any exchange described above,
         the remaining 7.375% Underlying Securities and 7.25% Underlying

                                       16
<PAGE>


         Securities held by the Trust must be in the same proportion to each
         other as exists on the date hereof.

         (b) The following conditions shall apply to any Optional Exchange.

                  (i) A notice specifying the number of Certificates being
         surrendered and the Optional Exchange Date shall be delivered to the
         Trustee no less than 5 days (or such shorter period acceptable to the
         Trustee) but not more than 30 days before the Optional Exchange Date;
         provided, however, that for an Optional Exchange to occur on a Call
         Date, unless otherwise specified therein, the Call Notice shall be
         deemed to be the notice required hereunder.

                  (ii) Certificates and, if applicable, the Call Warrants, shall
         be surrendered to the Trustee no later than 10:00 a.m. (New York City
         time) on the Optional Exchange Date; provided that for an Optional
         Exchange to occur on a Call Date, payment of the Call Price to the
         Warrant Agent pursuant to Section 1.1(a)(iii) of the Warrant Agent
         Agreement shall satisfy the requirement to surrender Certificates.

                  (iii) The Trustee shall have received an opinion of counsel
         stating that the Optional Exchange would not cause the Trust to be
         treated as an association or publicly traded partnership taxable as a
         corporation for federal income tax purposes.

                  (iv) If the Certificateholder is the Depositor or any
         Affiliate of the Depositor, (1) the Trustee shall have received a
         certification from the Certificateholder that any Certificates being
         surrendered have been held for at least six months, and (2) the
         Certificates being surrendered may represent no more than 5% (or 25% in
         the case of Certificates acquired by the Underwriters but never
         distributed to investors) of the then outstanding Certificates.

                  (v) The Trustee shall not be obligated to determine whether an
         Optional Exchange complies with the applicable provisions for exemption
         under Rule 3a-7 of the Investment Company Act of 1940, as amended, or
         the rules or regulations promulgated thereunder.

                  (vi) The provisions of Section 4.07 of the Standard Terms
         shall not apply to an Optional Exchange pursuant to this Section 7(b).
         This Section 7(b) shall not provide any person with a lien against, an
         interest in or a right to specific performance with respect to the
         Underlying Securities; provided that satisfaction of the conditions set
         forth in this Section 7(b) shall entitle the Certificateholder or
         Warrant Holder, as applicable, to a distribution thereof.

                  (vii) In the event such Optional Exchange shall occur prior to
         the Distribution Date in March 2005, the Certificateholder shall have
         paid to the Trustee, for distribution to the Depositor, on the Optional
         Exchange Date an amount equal to the sum obtained by multiplying the
         amount of accrued interest on the (i) 7.375% Underlying Securities from
         August 1, 2004 to but not including the Closing Date and (ii) 7.25%
         Underlying Securities from September 2, 2004, to but not including the
         Closing Date by a fraction, the numerator of which shall be the number
         of Certificates being exchanged on such

                                       17
<PAGE>


         Optional Exchange Date and the denominator of which shall be the total
         number of Certificates.

                  (viii) In the event that the face amount of 7.375% Underlying
         Securities or the face amount of 7.25% Underlying Securities to be
         distributed in connection with any Optional Exchange pursuant to
         Section 7(a) is not an even multiple of $1,000, such amount shall be
         rounded down to the nearest $1,000; provided, however, that the Trustee
         shall further adjust the proportionate distribution of 7.375%
         Underlying Securities and 7.25% Underlying Securities so that, after
         giving effect to such rounding, the remaining Underlying Securities in
         the Trust are scheduled to distribute sufficient interest to pay the
         scheduled interest on the Certificates through the Final Scheduled
         Distribution Date. In the event of such a rounding, the aggregate
         principal amount of Certificates accepted for exchange shall be reduced
         to take into account the effect of such rounding and the
         Certificateholders (and, if applicable, the relevant Warrant Holders)
         requesting the Optional Exchange shall be issued Certificates in the
         amount of the remainder. If such Certificates are Called Certificates,
         they may be exchanged for a distribution of Underlying Securities on
         any subsequent Call Date on which the other requirements of Section
         7(a) are met. For purposes of this provision, in any Optional Exchange
         of Certificates for Underlying Securities on a Call Date by two or more
         Certificateholders (and, if applicable, the relevant Warrant Holders),
         if so instructed irrevocably in writing by all such Certificateholders
         (and, if applicable, all such Warrant Holders), the Trustee shall
         determine the effects of rounding for purposes of the second preceding
         sentence with regard to the aggregate amount of 7.375% Underlying
         Securities and the aggregate amount of 7.25% Underlying Securities to
         be distributed (rather than each such Certificateholder's (and, if
         applicable, Warrant Holder's) individual allotment) and shall round
         each Certificateholder's (and, if applicable, Warrant Holder's)
         proportionate distribution in accordance with such instructions from
         such parties.

         (c) Concurrently with the execution of this Series Supplement, the
Trustee, on behalf of the Trust, shall execute the Warrant Agent Agreement and
the Call Warrants, dated as of the date hereof and substantially in the form of
Exhibit B hereto, initially evidencing all of the Call Warrants. The Trustee
shall perform the Trust's obligations under the Warrant Agent Agreement and the
Call Warrants in accordance with their respective terms.

         (d) Call Warrants may be exercised by the Warrant Holder in whole, but
not in part, on any Call Date. In addition to the conditions set forth in
Section 1.1 of the Warrant Agent Agreement, the following conditions shall apply
to any Optional Call.

                  (i) An opinion of counsel to the Warrant Holder shall have
         been delivered to the Rating Agencies, in form satisfactory to the
         Rating Agencies, indicating that payment of the Call Price shall not be
         recoverable as a preferential transfer or fraudulent conveyance under
         the United States Bankruptcy Code. Such opinion may contain customary
         assumptions and qualifications.

                  (ii) The Warrant Holder shall have provided a certificate of
         solvency to the Trustee.

                                       18
<PAGE>


                  (iii) Class A Certificates and Class X Certificates
         representing a like percentage of all outstanding Class A Certificates
         and Class X Certificates shall be surrendered.

                  (iv) Upon receipt of a Call Notice, the Trustee shall provide
         a conditional call notice to the Depository not less than 3 Business
         Days prior to the Call Date.

                  (v) Delivery of a Call Notice does not give rise to an
         obligation on the part of the Warrant Holder to pay the Call Price. If,
         by 10:00 a.m. (New York City time) on the Call Date, the Warrant Holder
         has not paid the Call Price, except in connection with a Call Notice
         relating to a tender offer for or redemption of the Underlying
         Securities, then the Call Notice shall automatically expire and none of
         the Warrant Holder, the Warrant Agent or the Trustee shall have any
         obligation with respect to the Call Notice. The expiration of a Call
         Notice shall in no way affect the Warrant Holder's right to deliver a
         Call Notice at a later date. The Call Price for a call in connection
         with a tender offer or redemption shall be deducted from the proceeds
         of a tender offer or redemption by the Trust pursuant to Section
         7(g)(iii) or Section 7(h)(iii), as applicable.

                  (vi) The Trustee shall not consent to any amendment or
         modification of this Agreement (including the Standard Terms) which
         would adversely affect the Warrant Holders (including, without
         limitation, any alteration of the timing or amount of any payment of
         the Call Price or any other provision of this Agreement in a manner
         adverse to the Warrant Holders) without the prior written consent of
         100% of the Warrant Holders. For purposes of this clause, no amendment,
         modification or supplement required to provide for any purchase by the
         Trustee of additional Underlying Securities and authentication and
         delivery by the Trustee of additional Certificates and Call Warrants
         pursuant to Section 3(d) shall be deemed to adversely affect the
         Warrant Holders.

                  (vii) The Trustee shall not be obligated to determine whether
         an Optional Call complies with the applicable provisions for exemption
         under Rule 3a-7 of the Investment Company Act of 1940, as amended, or
         the rules or regulations promulgated thereunder.

         (e) This Section 7 shall not provide the Warrant Holder with a lien
against, an interest in or a right to specific performance with respect to the
Underlying Securities; provided that satisfaction of the conditions set forth in
Section 7(b) shall entitle the Certificateholders or the Warrant Holders, as
applicable, to a distribution of the Underlying Securities.

         (f) The rights of the Certificateholders under the Trust Agreement and
the Certificates are limited by the terms, provisions and conditions of the
Trust Agreement, the Warrant Agent Agreement and the Call Warrants with respect
to the exercise of the Call Warrants by the Warrant Holder. The
Certificateholders, by their acceptance of Certificates, covenant and agree to
tender any and all Called Certificates to the Trustee upon the Warrant Holder's
exercise of Call Warrants and payment of the Call Price for such Certificates in
accordance with the provisions hereof and of the Warrant Agent Agreement.

         (g) (i) If the Trustee receives notice of a tender offer for some or
all of the 7.25% Underlying Securities or 7.375% Underlying Securities, the
Trustee shall within one Business Day notify the Warrant Agent and forward to
the Warrant Agent copies of all materials received

                                       19
<PAGE>


by the Trustee in connection therewith. Upon the commencement of a tender offer
from the Underlying Securities Issuer or an affiliate thereof and if the Trustee
receives a Call Notice from any Warrant Holder no later than five Business Days
prior to the expiration of the tender offer acceptance period that such Warrant
Holder desires to exercise all or a portion of its Call Warrants in connection
with the consummation of any such tender offer, then the Trustee shall tender,
in compliance with the tender offer requirements, an amount of 7.25% Underlying
Securities and/or 7.375% Underlying Securities, as applicable, equal to the
amount of such 7.40 Underlying Securities and/or 7.375% Underlying Securities
that would be distributable to the Warrant Holder with respect to an Optional
Exchange of the Called Certificates called by such Warrant Holder; provided that
any Optional Call or Optional Exchange undertaken in connection with any such
tender offer shall be subject to the provisions of Section 7 hereof.

                  (ii) The Call Date and Optional Exchange Date for any exercise
         of Call Warrants in connection with a tender offer shall be deemed to
         be the Business Day on which the related Underlying Securities are
         accepted for payment and paid for.

                  (iii) The Call Price shall be deducted from the tender offer
         proceeds and paid to Certificateholders in accordance with Section
         7(d)(v), and the excess of the tender offer proceeds over the Call
         Price shall be paid to the exercising Warrant Holders pro rata in
         respect to their proportionate exercises of Call Warrants or, if the
         Call Price exceeds the tender offer proceeds, the amount of such excess
         shall be paid by the exercising Warrant Holders pro rata in respect to
         their proportionate exercises of Call Warrants.

                  (iv) If fewer than all tendered Underlying Securities are
         accepted for payment and paid for, (A) the amount of Call Warrants
         exercised shall be reduced to an amount that corresponds to a number of
         Certificates that could be exchanged in an Optional Exchange for the
         Underlying Securities accepted for payment and paid for (without regard
         to any restrictions on the amount to be exchanged, so long as such
         restrictions would have been satisfied had all tendered Underlying
         Securities been accepted for payment and paid for); (B) each Warrant
         Holder's exercise shall be reduced by its share (proportionate to the
         amount specified in its exercise notice) of the amount of Underlying
         Securities not accepted for payment and paid for; (C) the Call Price
         shall be determined after giving effect to the reduction specified in
         clause (B); (D) the Call Warrants that relate to the reduction
         specified in clause (B) shall remain outstanding; and (E) the excess of
         the tender offer proceeds over the Call Price shall be allocated in
         proportion to the amount of Call Warrants deemed exercised as set forth
         in clause (A) above or, if the Call Price exceeds the tender offer
         proceeds the amount of such excess shall be paid by the exercising
         Warrant Holders pro rata in respect to their proportionate exercises of
         Call Warrants.

                  (v) If the tender offer is terminated by the Underlying
         Securities Issuer or any other tender offeror without consummation
         thereof or if all tenders by the Trust of Underlying Securities are
         otherwise rejected, then (1) the Call Notices will be of no further
         force and effect, and (2) any Call Warrants relating to such Call
         Notices will not be exercised and will remain outstanding.

                                       20
<PAGE>


         (h)(i) If the Trustee receives notice of a redemption by the Underlying
Securities Issuer for some or all of the 7.25% Underlying Securities and/or
7.375% Underlying Securities, the Trustee shall, within three Business Days,
notify the Warrant Agent and forward to the Warrant Agent copies of all
materials received by the Trustee in connection therewith. Any Warrant Holder
that desires to call the related Underlying Securities in connection with a
redemption by the Underlying Securities Issuer shall send a Call Notice to the
Trustee no later than seven Business Days prior to the date such Underlying
Securities are to be redeemed.

                  (ii) The Call Date and Optional Exchange Date for any exercise
         of Call Warrants in connection with a redemption by the Underlying
         Securities Issuer shall be deemed to be the Business Day on which such
         Underlying Securities are redeemed by the Underlying Securities Issuer.

                  (iii) The Call Price shall be deducted from the redemption
         proceeds and paid to Certificateholders in accordance with Section
         7(d)(v), and the excess of the redemption proceeds over the Call Price
         shall be paid to the exercising Warrant Holders pro rata in respect to
         their proportionate exercises of Call Warrants.

                  (iv) If fewer than all Underlying Securities are redeemed by
         the Underlying Securities Issuer and the amount of Call Warrants
         exercised corresponds to a number of Class A and Class X Certificates
         that could be exchanged in an Optional Exchange for a principal amount
         of Underlying Securities that exceeds the principal amount of
         Underlying Securities actually redeemed, then, unless otherwise
         directed by any exercising Warrant Holder, (A) the amount of Call
         Warrants exercised shall be reduced to an amount that corresponds to a
         number of Class A and Class X Certificates that could be exchanged in
         an Optional Exchange for the principal amount of Underlying Securities
         redeemed by the Underlying Securities Issuer (without regard to any
         restrictions on the amount to be exchanged); (B) each Warrant Holder's
         exercise shall be reduced by its share (proportionate to the amount
         specified in its exercise notice) of the amount of such excess; (C) the
         Call Price shall be determined after giving effect to the reduction
         specified in clause (B); (D) the Call Warrants that relate to the
         reduction specified in clause (B) shall remain outstanding; and (E) the
         excess of the redemption proceeds over the Call Price shall be
         allocated in proportion to the amount of Call Warrants deemed exercised
         as set forth in clause (A) above.

                  (v) If the Underlying Securities are not redeemed by the
         Underlying Securities Issuer for any reason, then (1) the Call Notices
         will be of no further force and effect, and (2) any Call Warrants
         relating to such Call Notices will not be exercised and will remain
         outstanding.

         Section 8.  NOTICES OF EVENTS OF DEFAULT.

         As promptly as practicable after, and in any event within 30 days
after, the occurrence of any Event of Default with respect to either the 7.375%
Underlying Securities or the 7.25% Underlying Securities actually known to the
Trustee, the Trustee shall give notice of such Event of Default with respect to
such Underlying Securities to the Depository, or, if any Certificates are not
then held by DTC or any other depository, directly to the registered holders of
such

                                       21
<PAGE>


Certificates and to the Warrant Agent. However, except in the case of an Event
of Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.

         Section 9. MISCELLANEOUS.

         (a) The provisions of Section 4.04, Advances, of the Standard Terms
shall not apply to the USAutos Corporate Backed Series 2004-1 Certificates.

         (b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the USAutos Corporate Backed Series 2004-1
Certificates.

         (c) The Trustee shall simultaneously forward reports to
Certificateholders pursuant to Section 4.03 of the Standard Terms and to the
American Stock Exchange.

         (d) Except as expressly provided herein, the Certificateholders shall
not be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities.

         (e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the USAutos Series 2004-1 Certificates.

         (f) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of such
payment. No additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Class A Certificateholders and Class X
Certificateholders, pro rata, in proportion to their respective entitlements to
such delayed payments.

         (g) The outstanding principal balance, or notional amount, as the case
may be, of the Certificates shall not be reduced by the amount of any Realized
Losses (as defined in the Standard Terms).

         (h) The Trust may not engage in any business or activities other than
in connection with, or relating to, the holding, protecting and preserving of
the Trust Property and the issuance of the Certificates and the Call Warrants,
and other than those required or authorized by the Trust Agreement or incidental
and necessary to accomplish such activities. The Trust may not issue or sell any
certificates or other obligations other than the Certificates and the Call
Warrants or otherwise incur, assume or guarantee any indebtedness for money
borrowed.

         (i) Notwithstanding anything in the Trust Agreement to the contrary,
the Trustee may be removed upon 60 days prior written notice delivered by the
holders of Certificates representing the Required Percentage-Removal.

         (j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the

                                       22
<PAGE>


application of Subchapter K of the Code and is hereby empowered to execute such
forms on behalf of the Certificateholders.

         (k) Notwithstanding anything in the Standard Terms to the contrary, the
Trustee, upon written direction by the Depositor, will execute the Certificates.

         (l) In relation to Section 7.01(f) of the Standard Terms, any periodic
reports filed by the Trustee pursuant to the Exchange Act in accordance with the
customary practices of the Depositor, need not contain any independent reports.

         (m) Notwithstanding anything in the Trust Agreement to the contrary,
the Trustee will have no recourse to the Underlying Securities.

         (n) A Plan fiduciary, whether or not a Certificateholder at such time,
may request in writing that the Trustee provide such Plan fiduciary with such
information as shall be necessary for it to determine whether any of the Call
Warrant holders is (i) a "party in interest" (within the meaning of ERISA,
Section 3(14)); or (ii) a "disqualified person" within the meaning of Internal
Revenue Code ("Code") Section 4975(e)(2) with respect to any employee benefit
plan or Plan identified to the Trustee by such Plan fiduciary at the time such
request is made in order for the Plan fiduciary to determine whether an
investment in the Certificates by such Plan is or would be permissible under
ERISA or the Code. Any such written request of a Plan fiduciary shall be
accompanied by a certification of the Plan fiduciary, opinion of counsel
experienced in such issues, and such other documentation as the Trustee may
require, in order to establish that such disclosure is necessary for the Plan
fiduciary to determine compliance with ERISA and the Code, as well as a
confidentiality agreement, whereby the Plan fiduciary agrees not to disclose the
identity of any Call Warrant holders except to any legal or other experts as
necessary to make such determination. The holder of a Call Warrant shall upon
reasonable request of the Trustee, in order for the Trustee to satisfy its
obligations to a Plan fiduciary, provide the Trustee with any one or more of the
following, in the sole discretion of the Call Warrant holder: (i) a certificate
that each of the Call Warrant holders is not (x) a "party in interest" (within
the meaning of ERISA, Section 3(14)) with respect to any "employee benefit plan"
as defined in ERISA, Section 3(3); or (y) a "disqualified person" within the
meaning of Internal Revenue Code Section 4975(e)(2) with respect to a "Plan" as
defined in Code Section 4975(e)(1) except in each case with respect to plans
sponsored by the Call Warrant holder or its affiliates which cover employees of
the Call Warrant holder and/or such affiliates; (ii) a certificate that each of
the Call Warrant holders is not such a "party in interest" or "disqualified
person" with respect to any employee benefit plan or Plan identified to the
Trustee by such Plan fiduciary at the time such request is made; or (iii) a
written consent to the limited disclosure of the respective Call Warrant
holder's identity to a specific Plan fiduciary solely for purposes of allowing
the Trustee to satisfy its obligations to a Plan fiduciary.

         (o) The Trust will not merge or consolidate with any other entity
without confirmation from each Rating Agency that such merger or consolidation
will not result in the qualification, reduction or withdrawal of its
then-current rating on the Certificates.

                                       23
<PAGE>


         (p) All directions, demands and notices hereunder or under the Standard
Terms shall be in writing and shall be delivered as set forth below (unless
written notice is otherwise provided to the Trustee).

                  If to the Depositor, to:

                           Amherst Securities Group, L.P.
                           7001 North Capital of Texas Highway
                           Suite 300
                           Austin, Texas 78731
                           Telephone: (512) 342-3000
                           Facsimile: (512) 342-3097

                  If to the Trustee or the Warrant Agent, to:

                           U.S. Bank Trust National Association
                           100 Wall Street
                           New York, New York 10005
                           Attention: Corporate Trust
                           Telephone: (212) 361-2500
                           Facsimile: (212) 809-5459

                 If to the Rating Agencies, to:

                           Moody's Investors Service, Inc.
                           99 Church Street 21W
                           New York, New York  10007
                           Attention:  CBO/CLO Monitoring Department
                           Telephone:  (212) 553-1494
                           Facsimile:  (212) 553-0355
and to:
                           Standard & Poor's Ratings Services
                           55 Water Street
                           New York, New York  10041
                           Attention:  Structured Finance Surveillance Group
                           Telephone:  (212) 438-2482
                           Facsimile:  (212) 438-2664


         Copies of all directions, demands and notices required to be given to
the Certificateholders hereunder or under the Standard Terms will also be given
to the Warrant Holders in writing as set forth in this Section 9, and copies of
all directions, demands and notices required to be given to the Trustee
hereunder or under the Standard Terms will also be given to the Warrant Agent in
writing as set forth in this Section 9(p).

         (q) Each of the representations, covenants and agreements made herein
by each of the Depositor and the Trustee are for the benefit of the
Certiticateholders and the Warrant Holders.

                                       24
<PAGE>


         (r) The provisions of Section 2.01(d) (iii) of the Standard Terms shall
not apply to the USAutos Corporate Backed Series 2004-1 Certificates and the
following shall be deemed to be inserted in its place:

                   "at the time of delivery of the Underlying Securities, the
                   Depositor owns such Underlying Securities, has the right to
                   transfer its interest in such Underlying Securities and such
                   Underlying Securities are free and clear of any lien, pledge,
                   encumbrance, right, charge, claim or other security interest;
                   and"

         (s) Upon the instruction of the Depositor, the Trustee shall appoint a
firm of independent certified public accountants to review each of the
distribution reports prepared by the Trustee pursuant to Section 4.03 of the
Standard Terms and to verify (x) that such reports and the calculations made
therein were made accurately and in accordance with the terms of the Trust
Agreement and (y) that the Depositor and the Trustee have each fulfilled their
obligations under this Trust Agreement. The Trustee shall instruct the
accountants (i) to promptly report to the Trustee any errors in such
distribution reports discovered in verifying such calculations and (ii) to
render to the Trustee an annual examination report, prepared in compliance with
established or stated criteria as set forth in the professional standards of the
Public Company Accounting Oversight Board, within 45 days (or such longer period
as may be acceptable to the Trustee) following the end of each calendar year
that specifies the calculations made in reviewing the distribution reports
prepared by the Trustee for the previous calendar year and such accountants'
associated findings.

         Section 10. GOVERNING LAW. THIS SERIES SUPPLEMENT AND THE TRANSACTIONS
DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS
THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

         Section 11. COUNTERPARTS. This Series Supplement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute but one and the same instrument.

         Section 12. TERMINATION OF THE TRUST. The Trust shall terminate upon
the earliest to occur of (i) the payment in full at maturity or sale by the
Trust after a payment default, call or an acceleration or other early payment of
the Underlying Securities and the distribution in full of all amounts due to the
Class A Certificateholders and Class X Certificateholders; (ii) the exercise of
all outstanding Call Warrants by the Warrant Holder; (iii) the final scheduled
Distribution Date and (iv) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.

         Section 13. SALE OF UNDERLYING SECURITIES; OPTIONAL EXCHANGE. In the
event of a sale of the Underlying Securities pursuant to this Agreement or
pursuant to the instructions of the Warrant Agent under Section 1.2 of the
Warrant Agent Agreement, the Trustee shall solicit bids for the sale of the
Underlying Securities with settlement thereof on or before the third Business

                                       25
<PAGE>


Day after such sale from three leading dealers in the relevant market. Any of
the following dealers (or their successors) shall be deemed to qualify as
leading dealers: (1) Credit Suisse First Boston LLC, (2) Goldman, Sachs & Co.,
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated, (4) UBS Securities LLC,
(5) Citigroup Global Markets Inc., and (6) except in the case of a sale related
to the exercise of Call Warrants by the Depositor or any Affiliate thereof,
Amherst Securities Group, L.P. The Trustee shall not be responsible for the
failure to obtain a bid so long as it has made reasonable efforts to obtain
bids. If a bid for the sale of the Underlying Securities has been accepted by
the Trustee but the sale has failed to settle on the proposed settlement date,
the Trustee shall request new bids from such leading dealers. In the event of an
Optional Exchange, the Trustee shall only deliver the Underlying Securities to
the purchaser of such Underlying Securities or sell the Underlying Securities
pursuant to this Section 13, as the case may be, against payment in same day
funds deposited into the Certificate Account.

         Section 14. AMENDMENTS. Notwithstanding anything in the Trust Agreement
to the contrary, in addition to the other restrictions on modification and
amendment contained therein, the Trustee shall not enter into any amendment or
modification of the Trust Agreement which would adversely affect in any material
respect the interests of the holders of any class of Certificates without the
consent of the holders of 100% of such class of Certificates; provided, however,
that no such amendment or modification will be permitted which would cause the
Trust to be taxed as an association or publicly traded partnership taxable as a
corporation for federal income tax purposes. Unless otherwise agreed, the
Trustee shall provide five Business Days written notice to each Rating Agency
before entering into any amendment or modification of the Trust Agreement
pursuant to this Section 14.

         Section 15. VOTING OF UNDERLYING SECURITIES, MODIFICATION OF INDENTURE.

         (a) The Trustee, as holder of the Underlying Securities, has the right
to vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the Depository,
the Underlying Securities Trustee or the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Indenture or any other document thereunder or relating thereto, or receives
any other solicitation for any action with respect to the Underlying Securities,
the Trustee shall mail a notice of such proposed amendment, modification, waiver
or solicitation to each Certificateholder of record as of such date. The Trustee
shall request instructions from the Certificateholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or
solicitation. The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion as the Voting Rights of the Trust were actually
voted or not voted by the Certificateholders thereof as of a date determined by
the Trustee prior to the date on which such consent or vote is required;
provided, however, that, notwithstanding anything in the Trust Agreement to the
contrary, the Trustee shall at no time vote on or consent to any matter (i)
unless such vote or consent would not (based on an opinion of counsel) cause the
Trust to be taxed as an association or publicly traded partnership taxable as a
corporation under the Code, (ii) which would alter the timing or amount of any
payment on the Underlying Securities, including, without limitation, any demand
to accelerate the Underlying Securities, except in the event of a default under

                                       26
<PAGE>


the Underlying Securities or an event which with the passage of time would
become an event of default under the Underlying Securities and with the
unanimous consent of Certificateholders representing 100% of the aggregate
Voting Rights and 100% of the Warrant Holders, or (iii) which would result in
the exchange or substitution of any of the outstanding Underlying Securities
pursuant to a plan for the refunding or refinancing of such Underlying
Securities except in the event of a default under the Indenture and only with
the consent of Certificateholders representing 100% of the aggregate Voting
Rights and 100% of the Warrant Holders. The Trustee shall have no liability for
any failure to act resulting from Certificateholders' late return of, or failure
to return, directions requested by the Trustee from the Certificateholders.

         (b) In the event that an offer is made by the Underlying Securities
Issuer to issue new obligations in exchange and substitution for any of the
Underlying Securities, pursuant to a plan for the refunding or refinancing of
the outstanding Underlying Securities or any other offer is made for the
Underlying Securities, the Trustee shall notify the Class A Certificateholders,
Class X Certificateholders and the Warrant Holders of such offer promptly.
Subject to the rights of the Warrant Holders to exercise Call Warrants in
connection with a tender offer for the Underlying Securities, the Trustee must
reject any such offer unless an event of default has occurred on the related
Underlying Securities and the Trustee is directed by the affirmative vote of the
holders of 100% of the Certificates and Call Warrants to accept such offer and
the Trustee has received the tax opinion described above. If pursuant to the
preceding sentence, the Trustee accepts any such offer the Trustee shall
promptly notify the Rating Agencies.

         (c) If an event of default under the Indenture occurs and is
continuing, and if directed by a majority of the outstanding Class A
Certificateholders and Class X Certificateholders, the Trustee shall vote the
Underlying Securities in favor of directing, or take such other action as may be
appropriate to direct, the Underlying Securities Trustee to declare the unpaid
principal amount of the Underlying Securities and any accrued and unpaid
interest thereon to be due and payable.

         Section 16. ADDITIONAL DEPOSITOR REPRESENTATION. It is the express
intent of the parties hereto that the conveyance of the Underlying Securities by
the Depositor to the Trustee be, and be construed as, a sale of the Underlying
Securities by the Depositor and not a pledge of any Underlying Securities by the
Depositor to secure a debt or other obligation of the Depositor. In the event
that, notwithstanding the aforementioned intent of the parties, any Underlying
Securities are held to be property of the Depositor, then, it is the express
intent of the parties that such conveyance be deemed a pledge of such Underlying
Securities and all proceeds thereof by the Depositor to the Trustee to secure a
debt or other obligation of the Depositor, pursuant to Section 10.07 of the
Standard Terms. In connection with any such grant of a security interest in the
Underlying Securities and all proceeds thereof (including any such grant in
connection with any sale of additional Underlying Securities pursuant to Section
3(d)), the Depositor hereby represents and warrants to Trustee as follows:

(i)      In the event the Underlying Securities are held to be property of the
         Depositor, then the Trust Agreement creates a valid and continuing
         security interest (as defined in the UCC) in the Underlying Securities
         in favor of the Securities Intermediary which security interest is
         prior to all other liens, and is enforceable as such as against
         creditors of, and purchasers from, the Depositor.

                                       27
<PAGE>


(ii)     The Underlying Securities have been credited to a trust account (the
         "Securities Account") established in the name of the Trustee in
         accordance with Section 2.01 of the Standard Terms. U.S. Bank Trust
         National Association, as securities intermediary (the "Securities
         Intermediary") has established the Securities Account and has agreed to
         treat the Underlying Securities as "financial assets" within the
         meaning of the UCC.

(iii)    Immediately prior to the transfer of the Underlying Securities to the
         Trust, the Depositor owned and had good and marketable title to the
         Underlying Securities free and clear of any lien, claim or encumbrance
         of any Person.

(iv)     The Depositor has received all consents and approvals required by the
         terms of the Underlying Securities for the transfer to the Trustee all
         of the Depositor's interest and rights in the Underlying Securities as
         contemplated by the Trust Agreement.

(v)      The Depositor has taken all steps necessary to cause the Securities
         Intermediary to identify on its records that the Trustee is the Person
         owning the security entitlements credited to the Securities Account.

(vi)     Other than the security interest granted to the Trust pursuant to this
         Agreement, the Depositor has not assigned, pledged, sold, granted a
         security interest in or otherwise conveyed any interest in the
         Underlying Securities (or, if any such interest has been assigned,
         pledged or otherwise encumbered, it has been released). The Depositor
         has not authorized the filing of and is not aware of any financing
         statements against the Depositor that include a description of the
         Underlying Securities other than any financing statement relating to
         the security interest granted to the Trust hereunder. The Depositor is
         not aware of any judgment or tax lien filings against the Depositor.

(vii)    The Securities Account is not in the name of any Person other than the
         Trustee. The Depositor has not consented to the compliance by the
         Securities Intermediary, with entitlement orders of any Person other
         than the Trustee.

                                       28
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Series Supplement to be
duly executed by their respective authorized officers as of the date first
written above.

                                            FREEDOM DEPOSITORY, LLC,
                                            as Depositor

                                            By:      ASG GENERAL PARTNER, INC.
                                                     its Manager

                                                     By:   /s/ Sean A. Dobson
                                                        ------------------------
                                                     Name: Sean A. Dobson
                                                     Title: President


                                            U.S. BANK TRUST NATIONAL
                                            ASSOCIATION, not in its
                                            individual capacity but solely
                                            as Trustee on behalf of the
                                            USAutos Series 2004-1 Trust

                                            By:    /s/ Marlene Fahey
                                                --------------------------------
                                            Name: Marlene Fahey
                                            Title: Vice President

<PAGE>



                                   SCHEDULE I

                              USAUTOS SERIES 2004-1

                         UNDERLYING SECURITIES SCHEDULE

                          7.375% Underlying Securities
                          ----------------------------



Underlying Securities:            7.375% Notes due 2011.

Underlying Securities Issuer:     Ford Motor Credit Company.

CUSIP Number:                     345397ts2.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              April 20, 2001.

Principal Amount of               $1,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    February 1, 2011.

Interest Rate:                    7.375% per annum.

Interest Payment Dates:           February 1st and August 1st.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                           7.25% Underlying Securities
                           ---------------------------

Underlying Securities:            7.25% Notes due 2011.

Underlying Securities Issuer:     General Motors Acceptance Corporation.

CUSIP Number:                     37042ru6.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              March 2, 2001.

Principal Amount of               $2,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    March 2, 2011.

Interest Rate:                    7.25% per annum.

Interest Payment Dates:           March 2nd and September 2nd.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                                   EXHIBIT A-1

                               CLASS A CERTIFICATE



NUMBER 1                                       4,000 $1,000 PAR CERTIFICATES

                                               CUSIP NUMBER: 35637V AB 4
                                               ISIN NUMBER : US35637VAB45



                       SEE REVERSE FOR CERTAIN DEFINITIONS

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

THE CERTIFICATEHOLDERS, BY THEIR ACCEPTANCE OF CERTIFICATES, COVENANT AND AGREE
TO TENDER ANY AND ALL CALLED CERTIFICATES TO THE TRUSTEE UPON THE WARRANT
HOLDER'S EXERCISE OF CALL WARRANTS AND PAYMENT OF THE CALL PRICE FOR SUCH
CERTIFICATES IN ACCORDANCE WITH THE PROVISIONS HEREOF AND OF THE WARRANT AGENT
AGREEMENT.

<PAGE>


                         AMHERST SECURITIES GROUP, L.P.

                          4,000 $1,000 PAR CERTIFICATES

                             FREEDOM CERTIFICATES(SM),

                              USAUTOS SERIES 2004-1

5.10% INTEREST RATE

FINAL SCHEDULED DISTRIBUTION DATE: March 3, 2011

evidencing a proportionate undivided beneficial ownership interest in the Trust,
as defined below, the property of which consists principally of $2,000,000
aggregate principal amount of 7.375% Notes due February 1, 2011, issued by Ford
Motor Credit Company ("Ford") and $2,000,000 aggregate principal amount of 7.25%
Notes due March 2, 2011, issued by General Motors Acceptance Corporation
("GMAC"), and all payments on or collections in respect of the Underlying
Securities received (the "Trust Property"), deposited in trust by Freedom
Depository, LLC (the "Depositor").

THIS CERTIFIES THAT CEDE & CO. is the registered owner of an aggregate of
$4,000,000 DOLLARS nonassessable, fully-paid, proportionate undivided beneficial
ownership interest in the USAutos Series 2004-1 Trust, formed by the Depositor.

The Trust was created pursuant to a Standard Terms for Trust Agreements, dated
as of October 1, 2004 (the "Standard Terms"), between the Depositor and U.S.
Bank Trust National Association, a national banking association, not in its
individual capacity but solely as Trustee (the "Trustee"), as supplemented by
the Series Supplement in respect of the USAutos Series 2004-1, dated as of
October 1, 2004 (the "Series Supplement" and, together with the Standard Terms,
the "Trust Agreement"), between the Depositor and the Trustee. This Certificate
does not purport to summarize the Trust Agreement and reference is hereby made
to the Trust Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee with respect hereto. A copy of the Trust
Agreement may be obtained from the Trustee by written request sent to the
Corporate Trust Office. Capitalized terms used but not defined herein have the
meanings assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Freedom Certificates(SM), USAutos Series 2004-1" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after October
28, 2004, together with any and all income, proceeds and payments with respect
thereto.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated

<PAGE>


in accordance therewith, distributions of interest will be made on this
Certificate on each Distribution Date.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's proportionate undivided beneficial ownership interest
in the amount required to be distributed to the holders of the Certificates on
such Distribution Date. The Record Date applicable to any Distribution Date is
the close of business on the day immediately preceding such Distribution Date
(whether or not a Business Day). If a payment with respect to the Underlying
Securities is made to the Trustee after the date on which such payment was due,
then the Trustee will distribute any such amounts received on the next occurring
Business Day.

Each Certificateholder, by its acceptance of a Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust, or
join in any institution against the Trust of, any bankruptcy proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Certificates or the Trust Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee shall be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the Corporate Trust Office or such other
location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.

                                    USAUTOS SERIES 2004-1 TRUST


                                    By:  U.S. BANK TRUST NATIONAL ASSOCIATION
                                    not in its individual capacity
                                    but solely as Trustee.

                                    By:
                                       ---------------------------------------
                                                Authorized Signatory

Dated:  October 28, 2004


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Freedom Certificates(SM), USAutos Series 2004-1, described in
the Trust Agreement referred to herein.

U.S. BANK TRUST NATIONAL ASSOCIATION not in its individual capacity but solely
as Trustee,



By:
     --------------------------------------------
                  Authorized Signatory

<PAGE>


                            (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to the
extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the holders of Class A Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not a notation of such consent is made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the holders of any of the Certificates.

The Certificates are issuable in fully registered form only in denominations of
$1,000.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies of the Certificate Registrar maintained by the Trustee in
the Borough of Manhattan, the City of New York, duly endorsed by or accompanied
by an assignment in the form below and by such other documents as required by
the Trust Agreement, and thereupon one or more new Certificates of the same
class in authorized denominations evidencing the same principal amount will be
issued to the designated transferee or transferees. The initial Certificate
Registrar appointed under the Trust Agreement is U.S. Bank Trust National
Association.

No service charge will be made for any registration of transfer or exchange, but
the Trustee may require exchange of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

The Depositor and the Trustee and any agent of the Depositor or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust created
thereunder shall constitute a fixed investment trust for federal income tax
purposes under Treasury Regulation Section 301.7701-4, and the Certificateholder
agrees to treat the Trust, any distributions therefrom and its beneficial
interest in the Certificates consistently with such characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default on or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A Certificateholders and Class X Certificateholders; (ii) the exercise of
all outstanding Call

<PAGE>


Warrants by the Warrant holders; (iii) the Final Scheduled Distribution Date and
(iv) the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the Code,
an entity whose underlying assets include plan assets by reason of any such
plan's investment in the entity, including an individual retirement account or
Keogh plan (any such, a "Plan") may purchase and hold Certificates if the Plan
can represent and warrant that its purchase and holding of the Certificates
would not be prohibited under ERISA or the Code.

<PAGE>


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing ______________________ Attorney to transfer said
Certificate on the books of the Certificate Register, with full power of
substitution in the premises.

Dated:



                                                     *

                                           Signature Guaranteed:

                                                     *



*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed by
an "eligible guarantor institution" meeting the requirements of the Certificate
Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Certificate Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

<PAGE>


                                   SCHEDULE I

                              USAUTOS SERIES 2004-1

                         UNDERLYING SECURITIES SCHEDULE

                          7.375% Underlying Securities
                          ----------------------------



Underlying Securities:            7.375% Notes due 2011.

Underlying Securities Issuer:     Ford Motor Credit Company.

CUSIP Number:                     345397ts2.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              April 20, 2001.

Principal Amount of               $1,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    February 1, 2011.

Interest Rate:                    7.375% per annum.

Interest Payment Dates:           February 1st and August 1st.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                           7.25% Underlying Securities
                           ---------------------------

Underlying Securities:            7.25% Notes due 2011.

Underlying Securities Issuer:     General Motors Acceptance Corporation.

CUSIP Number:                     37042ru6.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              March 2, 2001.

Principal Amount of               $2,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    March 2, 2011.

Interest Rate:                    7.25% per annum.

Interest Payment Dates:           March 2nd and September 2nd.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                                   EXHIBIT A-2

                               CLASS X CERTIFICATE


NUMBER 1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR
PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS X CERTIFICATE
REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE
SERIES SUPPLEMENT.

EACH PURCHASER OF THIS CLASS X CERTIFICATE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS CLASS X CERTIFICATE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE NOTIONAL AMOUNT OF THIS CLASS X CERTIFICATE IS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT OF THIS CLASS X CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED BENEFICIAL OWNERSHIP
INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN,
AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.

THE CERTIFICATEHOLDERS, BY THEIR ACCEPTANCE OF CERTIFICATES, COVENANT AND AGREE
TO TENDER ANY AND ALL CALLED CERTIFICATES TO THE TRUSTEE UPON THE WARRANT
HOLDER'S EXERCISE OF CALL WARRANTS AND PAYMENT OF THE CALL PRICE FOR SUCH
CERTIFICATES IN ACCORDANCE WITH THE PROVISIONS HEREOF AND OF THE WARRANT AGENT
AGREEMENT.

<PAGE>


                         AMHERST SECURITIES GROUP, L.P.

                            FREEDOM CERTIFICATES(SM),

                              USAUTOS SERIES 2004-1

                           $4,000,000 NOTIONAL AMOUNT



2.2125% INITIAL INTEREST RATE

FINAL SCHEDULED DISTRIBUTION DATE: March 3, 2011

         evidencing a proportionate undivided beneficial ownership interest in
the Trust, as defined below, the property of which consists principally of
$2,000,000 aggregate principal amount of 7.375% Notes due February 1, 2011,
issued by Ford Motor Credit Company ("Ford") and $2,000,000 aggregate principal
amount of 7.25% Notes due March 2, 2011, issued by General Motors Acceptance
Corporation ("GMAC"), and all payments on or collections in respect of the
Underlying Securities received (the "Trust Property"), deposited in trust by
Freedom Depository, LLC(the "Depositor").

THIS CERTIFIES THAT Amherst Funding Group, L.P., 7801 North Capital of Texas
Highway Suite 300B, Austin, Texas 78731, is the registered owner of an aggregate
of $4,000,000 DOLLARS notional amount nonassessable, fully-paid, proportionate
undivided beneficial ownership interest in the USAutos Series 2004-1 Trust,
formed by the Depositor. The Trust was created pursuant to a Standard Terms for
Trust Agreements, dated as of October 1, 2004 (the "Standard Terms"), between
the Depositor and U.S. Bank Trust National Association , a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, USAutos Series 2004-1,
dated as of October 28, 2004 (the "Series Supplement" and, together with the
Standard Terms, the "Trust Agreement"), between the Depositor and the Trustee.
This Certificate does not purport to summarize the Trust Agreement and reference
is hereby made to the Trust Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee with respect hereto. A
copy of the Trust Agreement may be obtained from the Trustee by written request
sent to the Corporate Trust Office. Capitalized terms used but not defined
herein have the meanings assigned to them in the Trust Agreement.

This Certificate is one of the duly authorized Certificates designated as the
"Freedom Certificates(SM), USAutos Series 2004-1" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after October
28, 2004, together with any and all income, proceeds and payments with respect
thereto.

<PAGE>


Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated in accordance therewith, distributions of
interest will be made on this Certificate on each Distribution Date.

Subject to the terms and conditions of the Trust Agreement (including the
availability of funds for distributions) and until the obligation created by the
Trust Agreement shall have terminated in accordance therewith, distributions
will be made on each Distribution Date, to the Person in whose name this
Certificate is registered on the applicable Record Date, in an amount equal to
such Certificateholder's proportionate undivided beneficial ownership interest
in the amount required to be distributed to the holders of the Certificates on
such Distribution Date. The Record Date applicable to any Distribution Date is
the close of business on the day immediately preceding such Distribution Date
(whether or not a Business Day). If a payment with respect to the Underlying
Securities is made to the Trustee after the date on which such payment was due,
then the Trustee will distribute any such amounts received on the next occurring
Business Day.

Each Certificateholder, by its acceptance of a Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Trust, or
join in any institution against the Trust of, any bankruptcy proceedings under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Certificates or the Trust Agreement.

Distributions made on this Certificate will be made as provided in the Trust
Agreement by the Trustee by wire transfer in immediately available funds, or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the Corporate Trust
Office or such other location as may be specified in such notice.

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

Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not entitle
the Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW

PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
as of the date set forth below.


                                        USAUTOS SERIES 2004-1 TRUST



                                        By: U.S. BANK TRUST NATIONAL ASSOCIATION
                                        not in its individual capacity but
                                        solely as Trustee.

                                        By:
                                           -------------------------------------
                                                  Authorized Signatory



Dated: October 28, 2004


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Freedom Certificates(SM), USAutos Series 2004-1, described in
the Trust Agreement referred to herein.

U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely
as Trustee,



By:
    ---------------------------------------
      Authorized Signatory

<PAGE>


                            (REVERSE OF CERTIFICATE)

The Certificates are limited in right of distribution to certain payments and
collections respecting the Underlying Securities, all as more specifically set
forth herein and in the Trust Agreement. The registered Holder hereof, by its
acceptance hereof, agrees that it will look solely to the Trust Property (to the
extent of its rights therein) for distributions hereunder.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent of
the holders of Class X Certificates in the manner set forth in the Series
Supplement and the Standard Terms. Any such consent by the Holder of this
Certificate (or any predecessor Certificate) shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the holders of any of the Certificates.

The Certificates are issuable in fully registered form only in minimum
denominations of $100,000 and in integral multiples of $1 in excess thereof.

As provided in the Trust Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies of the Certificate Registrar maintained by the Trustee in
the Borough of Manhattan, the City of New York, duly endorsed by or accompanied
by an assignment in the form below and by such other documents as required by
the Trust Agreement, and thereupon one or more new Certificates of the same
class in authorized denominations evidencing the same notional amount will be
issued to the designated transferee or transferees. The initial Certificate
Registrar appointed under the Trust Agreement is U.S. Bank Trust National
Association.

No service charge will be made for any registration of transfer or exchange, but
the Trustee may require exchange of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

The Depositor and the Trustee and any agent of the Depositor or the Trustee may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, nor any such
agent shall be affected by any notice to the contrary.

It is the intention of the parties to the Trust Agreement that the Trust created
thereunder shall constitute a fixed investment trust for federal income tax
purposes under Treasury Regulation Section 301.7701-4, and the Certificateholder
agrees to treat the Trust, any distributions therefrom and its beneficial
interest in the Certificates consistently with such characterization.

The Trust and the obligations of the Depositor and the Trustee created by the
Trust Agreement with respect to the Certificates shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default on or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class

<PAGE>


A Certificateholders and Class X Certificateholders; (ii) the exercise of all
outstanding Call Warrants by the Warrant holders; (iii) the Final Scheduled
Distribution Date and (iv) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.

An employee benefit plan subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), a plan described in Section 4975(e) of the Code,
an entity whose underlying assets include plan assets by reason of any such
plan's investment in the entity, including an individual retirement account or
Keogh plan (any such, a "Plan") may purchase and hold Certificates if the Plan
can represent and warrant that its purchase and holding of the Certificates
would not be prohibited under ERISA or the Code.

<PAGE>


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or type name and address, including postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing ________________________________ Attorney to
transfer said Certificate on the books of the Certificate Register, with full
power of substitution in the premises.



Dated:

                                                     *

                                           Signature Guaranteed:

                                                     *



*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed by
an "eligible guarantor institution" meeting the requirements of the Certificate
Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Certificate Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

<PAGE>


                                   SCHEDULE I

                              USAUTOS SERIES 2004-1

                         UNDERLYING SECURITIES SCHEDULE

                          7.375% Underlying Securities
                          ----------------------------



Underlying Securities:            7.375% Notes due 2011.

Underlying Securities Issuer:     Ford Motor Credit Company.

CUSIP Number:                     345397ts2.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              April 20, 2001.

Principal Amount of               $1,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    February 1, 2011.

Interest Rate:                    7.375% per annum.

Interest Payment Dates:           February 1st and August 1st.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                           7.25% Underlying Securities
                           ---------------------------

Underlying Securities:            7.25% Notes due 2011.

Underlying Securities Issuer:     General Motors Acceptance Corporation.

CUSIP Number:                     37042ru6.

Principal Amount Deposited:       $2,000,000.

Original Issue Date:              March 2, 2001.

Principal Amount of               $2,000,000,000.
Underlying Securities
Originally Issued:

Maturity Date:                    March 2, 2011.

Interest Rate:                    7.25% per annum.

Interest Payment Dates:           March 2nd and September 2nd.

Ratings:                          "BBB-" by Standard & Poor's Ratings  Services,
                                  a division of The McGraw-Hill Companies, Inc.

                                  "A3" by Moody's Investors Service, Inc.

<PAGE>


                                    EXHIBIT B

                             WARRANT AGENT AGREEMENT

                             FREEDOM CERTIFICATES(SM)

                           USAUTOS SERIES 2004-1 TRUST


         WARRANT  AGENT  AGREEMENT,  dated as of October 28, 2004 (the  "WARRANT
AGENT  AGREEMENT"),  by and between FREEDOM  DEPOSITORY,  LLC, as depositor (the
"DEPOSITOR"),  U.S. BANK TRUST  NATIONAL  ASSOCIATION,  as not in its individual
capacity  but solely as trustee (the  "TRUSTEE")  and U.S.  BANK TRUST  NATIONAL
ASSOCIATION, as Warrant Agent (the "WARRANT AGENT").

                              W I T N E S S E T H:

         WHEREAS,  the  Depositor  created  USAutos  Series  2004-1  Trust  (the
"TRUST"),  a trust created under the laws of the State of New York pursuant to a
Standard Terms for Trust Agreements,  dated as of October 1, 2004 (the "STANDARD
TERMS"),  between  Freedom  Depository  (the  "DEPOSITOR")  and U.S.  Bank Trust
National  Association,  a national  banking  association,  not in its individual
capacity but solely as trustee (the  "TRUSTEE"),  as  supplemented by the Series
Supplement  2004-1,  dated as of October 28, 2004 (the "SERIES  SUPPLEMENT" and,
together with the Standard Terms, the "TRUST AGREEMENT"),  between the Depositor
and the Trustee; and

         WHEREAS,  in connection  with the creation of the Trust and the deposit
therein of the Underlying Securities,  it is desired to provide for the issuance
of trust certificates (the "CERTIFICATES") evidencing undivided interests in the
Trust and call warrants with respect to the Certificates ("CALL WARRANTS").

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual  covenants  expressed  herein,  it is hereby  agreed by and  between  the
Depositor,  the Warrant Agent and the Trustee that except as otherwise specified
herein or as the context may otherwise  require,  capitalized  terms used herein
but not defined herein shall have the respective meanings set forth below in the
Series Supplement, and as follows:

                                    ARTICLE I

                            EXERCISE OF CALL WARRANTS

         Section 1.1  MANNER OF EXERCISE.

         (a)      Call Warrants may be exercised by any holder  thereof (each, a
"WARRANT HOLDER") in whole or in part on any Call Date. The following conditions
shall apply to any exercise of Call Warrants:

                  (i)      A notice (each, a "CALL NOTICE") specifying that all,
         but not less than all the Call  Warrants  are being  exercised  and the
         Call Date shall be delivered to the Warrant

<PAGE>


         Agent and the Trustee at least five (5) Business  Days before such Call
         Date.

                  (ii)     The Warrant Holder shall  surrender the Call Warrants
         to the Warrant  Agent at its office  specified in Section 7.3 hereof no
         later than 10:00 a.m. (New York City time) on such Call Date.

                  (iii)    Except as  otherwise  provided  herein in  connection
         with a Call Notice  relating  to a tender  offer for or  redemption  of
         Underlying  Securities,  the Warrant  Holder shall have made payment to
         the Warrant  Agent,  by wire  transfer or other  immediately  available
         funds acceptable to the Warrant Agent, in the amount of the Call Price,
         no later than 10:00 a.m. (New York City time) on the Call Date.

                  (iv)     The Warrant Holder may not exercise the Call Warrants
         at any time when such  Warrant  Holder is  insolvent,  and such Warrant
         Holder  shall be required to certify  that it is solvent at the time of
         exercise,   by   completing   the  form  of   subscription   ("FORM  OF
         SUBSCRIPTION")  attached  to the  Call  Warrants  and  delivering  such
         completed Form of  Subscription  to the Trustee on or prior to the Call
         Date and by delivering to the Trustee a form reasonably satisfactory to
         the Trustee of the solvency  certificate  required  pursuant to Section
         7(d)(ii) of the Series Supplement.

                  (v)      The  Warrant   Holder   shall  have   satisfied   all
         conditions  to the  exercise of the Call  Warrants set forth in Section
         7(d) of the Series Supplement.

         (b)      Upon exercise of the Call  Warrants,  any Warrant Holder other
than the  Depositor  or any  Affiliate  of the  Depositor  shall be  entitled to
delivery by the Trustee of the Called  Certificates.  The "CALLED  CERTIFICATES"
shall be, in the case of the Class A Certificates, Class A Certificates having a
Certificate  Principal Balance equal to $1,000 per Call Warrant, and in the case
of the Class X  Certificates,  Class X  Certificates  having a notional  balance
equal  to  $4,000,000  per  Call  Warrant;   provided,   however,   that  Called
Certificates  must  meet the  minimum  denomination  requirements  set  forth in
Section 3(a) of the Series Supplement.  Unless otherwise specified therein, each
Call  Notice  shall be deemed to be notice of an Optional  Exchange  pursuant to
Section 7(b) of the Series  Supplement;  it being expressly  understood that any
Optional  Exchange  must comply with  provisions of Section 7(a) and 7(b) of the
Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of
the Depositor  shall  receive the proceeds of the sale of the Called  Underlying
Securities and shall not be entitled to receive the related Called  Certificates
or Called Underlying  Securities.  "CALLED UNDERLYING SECURITIES" are (i) 7.375%
Underlying  Securities  which  represent  the  same  percentage  of  the  7.375%
Underlying  Securities  as the  Called  Certificates  represent  of the  Class A
Certificates and the Class X Certificates  and (ii) 7.25% Underlying  Securities
which  represent the same percentage of the 7.25%  Underlying  Securities as the
Called  Certificates  represent  of the  Class A  Certificates  and the  Class X
Certificates.

         (c)      The Warrant  Agent shall notify the Trustee  immediately  upon
its receipt of a Call Notice and upon receipt of payment of the Call Price.  The
Warrant Agent shall transfer the amount of any paid Call Price to the Trustee in
immediately  available  funds,  for  deposit  in  the  Certificate  Account  and
application  pursuant to the Trust  Agreement on the applicable  Call Date (and,
pending  such  transfer,  shall hold such  amount for the benefit of the Warrant
Holder in a

<PAGE>


segregated trust account).

         (d)      Delivery of a Call Notice does not give rise to an  obligation
on the part of the Warrant Holder to pay the Call Price.  If, by 10:00 a.m. (New
York City  time) on the Call  Date,  the  Warrant  Holder  has not paid the Call
Price, except in connection with a Call Notice relating to a tender offer for or
redemption of Underlying  Securities,  then the Call Notice shall  automatically
expire and none of the Warrant  Holder,  the Warrant  Agent or the Trustee shall
have any  obligation  with respect to the Call Notice.  The expiration of a Call
Notice  shall in no way  affect  the  Warrant  Holder's  right to deliver a Call
Notice at a later date.  The Call Price for a call in  connection  with a tender
offer or  redemption  shall be deducted from the proceeds of a tender offer or a
redemption by the Trust pursuant to Section 7(g)(iii) or Section  7(h)(iii),  as
applicable, of the Series Supplement.

         Section 1.2 TRANSFER OF CERTIFICATES. As soon as practicable after each
surrender  of the Call  Warrants  in whole or in part on the Call  Date and upon
satisfaction  of all other  requirements  described in the Call  Warrants and in
Section 1.1 hereof, the Warrant Agent shall instruct the Trustee as follows:

         (a)      if Call  Warrants are being  exercised  by any Warrant  Holder
other than the Depositor or any Affiliate of the Depositor,  to cause the Called
Certificates  to reflect  the  Warrant  Holder's  beneficial  ownership  of such
Certificates  and if such Call  Notice is also deemed to be a notice of Optional
Exchange (it being expressly  understood that any Optional  Exchange must comply
with provisions of Section 7(a) and 7(b) of the Series  Supplement),  to cause a
distribution  of Underlying  Securities to the Warrant Holder in accordance with
Section  7(a) of the Series  Supplement,  provided,  however,  that if such Call
Notice  and  Optional  Exchange  is in  connection  with  a  tender  offer  or a
redemption,  the Warrant  Agent shall  instruct the Trustee to distribute to the
exercising Warrant Holder the excess of the tender offer or redemption  proceeds
over the Call Price  pursuant  to Section  7(g)(iii)  or Section  7(h)(iii),  as
applicable, of the Series Supplement, or

         (b)      if the Call  Warrants are being  exercised by the Depositor or
any Affiliate of the Depositor,  to cause the Called Underlying Securities to be
sold  pursuant  to Section 13 of the Series  Supplement  and to  distribute  the
proceeds of such sale to the Warrant Holder.

                  In each case,  the Trustee shall act in  accordance  with such
         instructions.

         Section 1.3  CANCELLATION  AND  DESTRUCTION OF CALL WARRANTS.  All Call
Warrants  surrendered to the Warrant Agent for the purpose of exercise (in whole
but not in part)  pursuant to Section  1.1 and  actually  exercised,  or for the
purpose of transfer or exchange  pursuant to Article IV,  shall be  cancelled by
the Warrant  Agent,  and no Call Warrant  (other than that  reflecting  any such
transfer or exchange)  shall be issued in lieu thereof.  The Warrant Agent shall
destroy all cancelled Call Warrants.

         Section  1.4 NO  RIGHTS AS HOLDER  OF  CERTIFICATES  CONFERRED  BY CALL
WARRANTS. Prior to the exercise thereof, the Call Warrants shall not entitle the
Warrant Holder to any of the rights of a holder of the Certificates,  including,
without limitation, the right to receive the payment of any

<PAGE>


amount on or in respect of the  Certificates  or to enforce any of the covenants
of the Trust Agreement.

         Section 1.5 PRO RATA  REDUCTION OF CALL WARRANTS IF PARTIAL  REDEMPTION
OF UNDERLYING  SECURITIES.  If Underlying Securities are redeemed in part by the
Underlying  Securities Issuer and the Warrant Holders do not exercise their Call
Rights in  connection  with  such  partial  redemption,  the  Warrant  Amount or
Registered Warrant Amount, as the case may be, held by each Warrant Holder shall
be reduced  proportionately so that the aggregate amount of Class A Certificates
callable  by Call  Warrants  shall  equal  the  amount  of  outstanding  Class A
Certificates  after giving effect to such partial  redemption  and the aggregate
notional  amount of Class X  Certificates  callable by Call Warrants shall equal
the outstanding  notional amount of Class X Certificates  after giving effect to
such partial  redemption.  The Warrant Agent shall make such  adjustments to its
records as shall be necessary to reflect  such  reductions  and shall notify the
Depository or each Warrant Holder, as the case may be, of such adjustments.

                                   ARTICLE II

                                THE CALL WARRANTS

         Section 2.1  THE CALL WARRANTS.

                  (a)      The Call Warrants shall initially be issued as one or
         more  Certificated  Call Warrants in definitive,  fully registered form
         without  coupons  in the  name of the  purchaser.  Upon  issuance,  the
         Certificated   Call  Warrants  shall  initially  be  delivered  to  the
         purchaser  or  its  nominee.  Such  Certificated  Call  Warrants  shall
         initially be registered in the name of to the purchaser or its nominee.
         The Call  Warrants  shall be held  subsequent  to the  Closing  Date as
         Certificated  Call  Warrants  or Global  Call  Warrants as set forth in
         Section 4.2(a) below. The Global Call Warrants shall be issued,  as one
         or more Global Call Warrants,  in  definitive,  fully  registered  form
         without coupons,  and DTC shall be the Depository.  Upon issuance,  the
         Global Call Warrants  shall  initially be deposited with the Trustee in
         its capacity as custodian on behalf of DTC.  Such Global Call  Warrants
         shall  initially  be  registered  in the name of Cede & Co. or  another
         nominee  designated by DTC. Global Call Warrants shall clear and settle
         in  book-entry  only form  through the  facilities  of the  Depository.
         Unless and until it is exchanged  in whole or in part for  Certificated
         Call Warrants, a Global Call Warrant may not be transferred except as a
         whole by the  Depository  for such Global Call  Warrant to a nominee of
         such Depository,  or by a nominee of such Depository to such Depository
         or another  nominee of such  Depository,  or by such  Depository or any
         such  nominee to a successor  of such  Depository  or a nominee of such
         successor. The Registered Warrant Amount of Call Warrants may from time
         to time be increased or decreased by adjustments made on the records of
         the Trustee,  as  custodian  for DTC for such Global Call  Warrant,  as
         provided in this Section.

                  (b)      The Warrant  Agent  shall  register  the  transfer or
         exchange of any Global Call Warrant  without  requiring any  additional
         certification.

                  (c)      Interests  of  beneficial  owners  in a  Global  Call
         Warrant may be transferred

<PAGE>


         in  accordance  with the  rules  and  procedures  of DTC and any  other
         applicable Depositories.  In connection with any exchange of beneficial
         ownership  interests  in a Global Call  Warrant for  Certificated  Call
         Warrants  pursuant to Section 2.3, the Warrant  Agent shall  reflect on
         its books and records the date of such  exchange  and a decrease in the
         Registered  Warrant  Amount of such  Global  Call  Warrant in an amount
         equal to the Warrant  Amount of the beneficial  ownership  interests in
         such  Global  Call  Warrant  being  exchanged  for  Certificated   Call
         Warrants.

         Section 2.2 CANCELLATION.  All Call Warrants  presented and surrendered
for payment,  transfer or exchange  shall be delivered to the Warrant  Agent and
shall be promptly  canceled by it. No Call Warrants  shall be  authenticated  in
lieu of or in  exchange  for any Call  Warrants  canceled  as  provided  in this
Section 2.2.

         Section  2.3  CERTIFICATED  CALL  WARRANTS.  Any  Global  Call  Warrant
representing  Call Warrants shall be exchangeable for Certificated Call Warrants
only if (i) the Depository advises the Depositor in writing that it is no longer
willing or able to properly discharge its  responsibilities  with respect to the
Call Warrants and the Depositor is unable to locate a qualified successor within
60 calendar days or (ii) the  Depositor,  at its option,  advises the Trustee in
writing  that  it  elects  to  terminate  the  book-entry   system  through  the
Depository.  Any  Global  Call  Warrant  that is  exchangeable  pursuant  to the
preceding  sentence will be exchangeable for Certificated  Call Warrants of like
tenor and Warrant  Amount,  as  applicable,  in any authorized  denomination  or
denominations  and  registered  in the names of such  Person or  Persons  as the
Depository shall direct. Upon such exchange, the Warrant Agent shall execute and
authenticate  such  Certificated Call Warrants and register the same in the name
of,  and  deliver  the same to,  such  Person  or  Persons  consistent  with the
provisions hereof.

                                   ARTICLE III

                            RESTRICTIONS ON TRANSFER

         Section 3.1 RESTRICTIVE LEGENDS.  Except as otherwise permitted by this
Article III,  each Call  Warrant  (including  each Call Warrant  issued upon the
transfer of any Call Warrant) shall be issued with a legend in substantially the
following form:

         "THESE CALL  WARRANTS  (OR ITS  PREDECESSOR)  HAVE NOT BEEN  REGISTERED
         UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  AND  MAY  NOT  BE
         TRANSFERRED,  SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
         UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER
         SUCH ACT. THE CALL WARRANTS  REPRESENTED HEREBY MAY BE TRANSFERRED ONLY
         IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THESE CALL WARRANTS.

         EACH PURCHASER OF THIS CALL WARRANT IS HEREBY  NOTIFIED THAT THE SELLER
         OF  THESE  CALL  WARRANTS  MAY BE  RELYING  ON THE  EXEMPTION  FROM THE
         PROVISIONS  OF SECTION 5 OF THE  SECURITIES  ACT  PROVIDED BY RULE 144A
         THEREUNDER."

         Section 3.2 NOTICE OF PROPOSED  TRANSFER.  Prior to any transfer of any
Call Warrant or

<PAGE>


portion  thereof,  the Warrant  Holder will give five (5) Business Days (or such
lesser  period  acceptable  to the Warrant  Agent) prior  written  notice to the
Warrant Agent of such Warrant Holder's intention to effect such transfer.

                                   ARTICLE IV

                REGISTRATION AND TRANSFER OF CALL WARRANTS, ETC.

         Section 4.1 WARRANT REGISTER;  OWNERSHIP OF CALL WARRANTS.  The Warrant
Agent will keep a register  in which the  Warrant  Agent  will  provide  for the
registration of Call Warrants and the registration of transfers of Call Warrants
representing  numbers  of Call  Warrants.  Prior  to due  presentment  of a Call
Warrant for registration of transfer,  the Depositor,  the Trustee,  the Warrant
Agent and any agent of the Depositor, the Trustee or the Warrant Agent may treat
the Person in whose name any Call  Warrant  is  registered  as the owner of such
Call  Warrant  for any  purposes  whatsoever,  and  none of the  Depositor,  the
Trustee,  the Warrant  Agent or any agent of the  Depositor,  the Trustee or the
Warrant Agent shall be affected by notice to the contrary.

         None of the Depositor,  the Trustee,  the Warrant Agent or any agent of
the Depositor, the Trustee or the Warrant Agent shall have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, beneficial  ownership interests of a Global Call Warrant or for maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.

         Notwithstanding the foregoing, with respect to any Global Call Warrant,
nothing  herein shall prevent the Depositor,  the Trustee,  the Warrant Agent or
any agent of the Depositor,  the Trustee or the Warrant Agent from giving effect
to any written  certification,  proxy or other  authorization  furnished  by any
Depository,  as a Warrant  Holder,  with  respect to such Global Call Warrant or
impair,  as between such  Depository and owners of beneficial  interests in such
Global Call Warrant, the operation of customary practices governing the exercise
of the rights of such  Depository  (or its  nominee)  as Warrant  Holder of such
Global Call Warrant.

         Section 4.2  TRANSFER AND EXCHANGE OF CALL WARRANTS.

                  (a)      No Call Warrant may be offered,  resold,  assigned or
         otherwise  transferred  (including by pledge or  hypothecation)  at any
         time prior to (x) the date which is two years,  or such shorter  period
         of time as permitted by Rule 144(k) under the Securities Act, after the
         later of the original issue date of such Call Warrant and the last date
         on which the Depositor or any "affiliate" (as defined in Rule 144 under
         the Securities Act) of the Depositor was the owner of such Call Warrant
         (or any predecessor  thereto) or (y) such later date, if any, as may be
         required  by a  change  in  applicable  securities  laws  (the  "RESALE
         RESTRICTION TERMINATION DATE") unless such offer, resale, assignment or
         transfer  is  (i)  to  the  Trust,   (ii)   pursuant  to  an  effective
         registration  statement  under the Securities Act, (iii) to a qualified
         institutional  buyer (a  "QIB"),  as such term is  defined in Rule 144A
         promulgated  under the Securities Act ("RULE 144A"), in accordance with
         Rule  144A  or  (iv)  pursuant  to  another  available  exemption  from
         registration  provided under the Securities Act (including transfers to
         Accredited  Investors),  and,  in each of cases (i)  through  (iv),  in
         accordance  with any  applicable  securities  laws of any  state of the
         United

<PAGE>


         States and other jurisdictions. Notwithstanding the foregoing, the Call
         Warrants may not be offered,  resold, assigned or otherwise transferred
         (including  by  pledge  or   hypothecation)  at  any  time  unless  the
         prospective  transferee is acquiring the Class X  Certificates  and the
         Call Warrants concurrently.  Prior to any offer, resale,  assignment or
         transfer of any Call  Warrant in the manner  described  in clause (iii)
         above, the prospective  transferee and the prospective transferor shall
         be required to deliver to the Trustee an executed copy of an Investment
         Letter with respect to the Call Warrant to be transferred substantially
         in the form of Exhibit A hereto and in the event the resale, assignment
         or transfer  shall  involve Call  Warrants  then being held in physical
         form,  such  Call  Warrants  shall  be  delivered  to the  Trustee  for
         cancellation  and the Trustee shall instruct the Depository to increase
         the aggregate  notional  amount of the Call Warrants held in book-entry
         form by an amount equal to the  aggregate  notional  amount of the Call
         Warrants so resold,  assigned or transferred  and to issue a beneficial
         interest in such global Call Warrants to such transferee.  Prior to any
         offer,  resale,  assignment  or  transfer  of any Call  Warrants in the
         manner described in clause (iv) above,  the prospective  transferee and
         the prospective  transferor shall be required to deliver to the Trustee
         documentation certifying that the offer, resale, assignment or transfer
         complies with the  provisions of said clause (iv) and, in the event any
         such  Call  Warrant  shall  then be held in  book-entry  form  and such
         resale,  assignment or transfer shall be to an Accredited Investor that
         is not a QIB, the Trustee shall instruct the Depository to decrease the
         aggregate  notional amount of the Call Warrants held in book-entry form
         and the  Trustee  shall  authenticate  and  deliver  one or  more  Call
         Warrants in physical form in an aggregate  notional amount equal to the
         amount of Call Warrants resold, assigned or transferred. In addition to
         the foregoing,  each prospective transferee of any Call Warrants in the
         manner contemplated by clause (iii) above shall acknowledge,  represent
         and agree as follows:

                           (1)      The  transferee  (x) is a QIB,  (y) is aware
                                    that  the  sale  to  it  is  being  made  in
                                    reliance  on Rule 144A and (z) is  acquiring
                                    such Call  Warrants  for its own  account or
                                    for the account of a QIB.

                           (2)      The  transferee  understands  that  the Call
                                    Warrants are being  offered in a transaction
                                    not  involving  any public  offering  in the
                                    United  States  within  the  meaning  of the
                                    Securities  Act, and that the Call  Warrants
                                    have not  been  and  will not be  registered
                                    under the Securities Act.

                           (3)      The  transferee  agrees  that  (A) if in the
                                    future it decides to offer,  resell,  pledge
                                    or  otherwise  transfer  the  Call  Warrants
                                    prior to the Resale Restriction  Termination
                                    Date,  such  Call  Warrants  shall  only  be
                                    offered,   resold,   assigned  or  otherwise
                                    transferred (i) to the Trust,  (ii) pursuant
                                    to an effective registration statement under
                                    the  Securities  Act,  (iii)  to a  QIB,  in
                                    accordance  with Rule 144A or (iv)  pursuant
                                    to   another   available    exemption   from
                                    registration  provided  under the Securities
                                    Act (including any transfer to an Accredited
                                    Investor), and, in each of cases (i) through
                                    (iv),  in  accordance  with  any  applicable
                                    securities  laws of any state of the  United
                                    States and other  jurisdictions  and (B) the
                                    transferee will, and each subsequent

<PAGE>


                                    holder is required to, notify any subsequent
                                    purchaser of such Call  Warrants  from it of
                                    the  resale  restrictions   referred  to  in
                                    clause (A) above.

                           (4)      The transferee, concurrent with the transfer
                                    of the Class X Certificates is acquiring the
                                    Call Warrants.

                  (b)      Upon surrender of any Certificated  Call Warrants for
         registration  of transfer or for  exchange  to the Warrant  Agent,  the
         Warrant Agent shall  (subject to compliance  with Article III) promptly
         execute and deliver,  and cause the Trustee, on behalf of the Trust, to
         execute and deliver,  in exchange  therefor,  a new  Certificated  Call
         Warrant of like tenor and evidencing a like number of Call Warrants, in
         the name of such Warrant Holder or as such Warrant Holder (upon payment
         by such Warrant Holder of any  applicable  transfer taxes or government
         charges)  may  direct;  provided  that  as a  condition  precedent  for
         transferring  the  Call  Warrants,  the  prospective  transferee  shall
         deliver  to the  Trustee  and the  Depositor  an  executed  copy of the
         Investment  Letter  (set  forth as  Exhibit  A  hereto)  if the same is
         required pursuant to the provisions of clause (a) above.

         Section 4.3  REPLACEMENT  OF CALL  WARRANTS.  Upon  receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft,  destruction or
mutilation  of any Call  Warrant  and,  in the case of any such  loss,  theft or
destruction  of any Call  Warrant,  upon  delivery of an indemnity  bond in such
reasonable  amount as the Warrant  Agent may  determine,  or, in the case of any
such mutilation, upon the surrender of such Call Warrant for cancellation to the
Warrant  Agent,  the Warrant  Agent shall  execute  and  deliver,  and cause the
Trustee,  on behalf of the Trust, to execute and deliver, in lieu thereof, a new
Call Warrant of like tenor bearing a number not contemporaneously outstanding.

         Section 4.4  EXECUTION  AND DELIVERY OF CALL  WARRANTS BY TRUSTEE.  The
Trustee,  on behalf of the Trust,  hereby  agrees  (subject to  compliance  with
Article III) to execute and deliver such new Call Warrants  issued in accordance
with  Section  1.2 or this  Article IV as the  Warrant  Agent  shall  request in
accordance herewith.

         Section 4.5  ADDITIONAL  CALL  WARRANTS.  The Trustee shall execute and
deliver, in a manner consistent with Article II hereof, additional Call Warrants
on behalf of the Trust with respect to any additional Certificates issued by the
Trust  following the sale of additional  Underlying  Securities to the Trust, in
accordance with the provisions of Section 3(d) of the Series Supplement.

                                    ARTICLE V

                                   DEFINITIONS

         As used herein,  unless the context otherwise  requires,  the following
terms have the following respective meanings:

         "ACCREDITED  INVESTOR":  a  Person  that  qualifies  as an  "accredited
investor" within the meaning of Rule 501(a) under the Securities Act.

         "BUSINESS DAY": As defined in the Trust Agreement.

         "CALL DATE" Any  Business Day (i) on or after  October 28,  2005,  (ii)
after the Underlying  Securities Issuer announces that it will redeem, prepay or
otherwise make an unscheduled payment on the Underlying Securities,  (iii) after
the  Trustee  notifies  the  Certificateholders  of  any  proposed  sale  of the
Underlying  Securities  pursuant to the  provisions of the Series  Supplement or
(iv) on the date on which the Underlying  Securities Issuer or affiliate thereof
consummates a tender offer for some or all of the Underlying Securities.

         "CALL NOTICE": As defined in Section 1.1(a)(i) hereof.

         "CALL PRICE":  For each related Call Date, (i) in the case of the Class
A Certificates,  100% of the outstanding  Certificate  Principal  Balance of the
Class A  Certificates  being  purchased  pursuant  to the  exercise  of the Call
Warrants,  plus any accrued and unpaid  interest on such amount to but excluding
the Call Date and,  (ii) in the case of the Class X  Certificates,  the  present
value of all  amounts  that  would  otherwise  have been  payable on the Class X
Certificates  being purchased  pursuant to the exercise of the Call Warrants for
the period from the related Call Date to the Final Scheduled  Distribution  Date
using a discount rate of 6.00% per annum, assuming no delinquencies,  deferrals,
redemptions or prepayments  on the Underlying  Securities  shall occur after the
related Call Date.

         "CALL WARRANTS": As defined in the recitals.

         "CALLED CERTIFICATES": As defined in Section 1.1(b) hereof.

         "CALLED UNDERLYING SECURITIES": As defined in Section 1.1(b) hereof.

         "CERTIFICATED CALL WARRANT":  Any Call Warrant in definitive,  physical
form  registered  in the  name of a Person  other  than  the  Depository  or its
nominee.

         "CLASS A  CERTIFICATES":  the 5.10% Class A  Certificates  due March 3,
2011 issued by USAutos Series 2004-1.

         "CLASS X  CERTIFICATES":  the 2.2125% Class X Certificates due March 3,
2011 issued by USAutos Series 2004-1.

         "CLOSING DATE": October 28, 2004.

         "DEPOSITOR": As defined in the recitals.

         "DEPOSITOR ORDER": As defined in the Trust Agreement.

         "DEPOSITORY":  DTC initially, or such other depository appointed by the
Depositor.

         "DTC":  The Depository  Trust Company,  a limited purpose trust company
organized  under the laws of the State of New York, and any of its successors or
assigns.

         "GLOBAL CALL  WARRANT":  A  registered  Call Warrant in the name of the
Depository or its nominee.

<PAGE>


         "PERSON": Any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.

         "QIB": As defined in Section 4.2 hereof.

         "RATING  AGENCIES":  Standard & Poor's Ratings Services,  a division of
The McGraw-Hill  Companies,  Inc. and Moody's Investors Service, Inc. and any of
their respective successors.

         "REGISTERED  WARRANT  AMOUNT":  The Warrant  Amount  represented by the
Global Call Warrants.

         "RESALE  RESTRICTION  TERMINATION  DATE":  As defined  in  Section  4.2
hereof.

         "RESPONSIBLE OFFICER": As defined in the Trust Agreement.

         "RULE 144A": As defined in Section 4.2 hereof.

         "SECURITIES  ACT": The  Securities Act of 1933, or any similar  federal
statute, and the rules and regulations of the Commission thereunder,  all as the
same shall be in effect at the time.

         "TRUST": As defined in the recitals.

         "TRUST AGREEMENT": As defined in the recitals.

         "TRUSTEE":  As defined in the recitals,  or any successor thereto under
the Trust Agreement.

         "WARRANT AGENT":  As defined in the recitals,  or any successor thereto
under this Warrant Agent Agreement.

         "WARRANT AGENT AGREEMENT": As defined in the recitals.

         "WARRANT  AMOUNT":  With respect to any Warrant  Holder,  the number of
Call Warrants relating to Class A Certificates and Call Warrants relating to the
Class X Certificates, held by such Warrant Holder.

         "WARRANT HOLDER": As defined in Section 1.1(a) hereof.

<PAGE>


                                   ARTICLE VI

                                  WARRANT AGENT

         Section 6.1 LIMITATION ON LIABILITY. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with its administration of the Call
Warrants in reliance upon any instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document in good faith believed by it
to be genuine and to be signed, executed and, where necessary, verified and
acknowledged, by the proper Person or Persons.

         Section 6.2 DUTIES OF WARRANT AGENT. The Warrant Agent undertakes only
the specific duties and obligations imposed hereunder upon the following terms
and conditions, by all of which the Depositor, the Trust, the Trustee and each
Warrant Holder shall be bound:

                  (a)      The Warrant Agent may consult with legal counsel (who
         may be  legal  counsel  for the  Depositor),  and the  opinion  of such
         counsel shall be full and complete  authorization and protection to the
         Warrant Agent as to any action taken or omitted by it in good faith and
         in accordance with such opinion,  provided the Warrant Agent shall have
         exercised reasonable care in the selection by it of such counsel.

                  (b)      Whenever in the performance of its duties  hereunder,
         the Warrant Agent shall deem it necessary or desirable that any fact or
         matter be proved or  established  by the Depositor or the Trustee prior
         to taking or suffering any action hereunder, such fact or matter may be
         deemed to be  conclusively  proved and established by a Depositor Order
         or a  certificate  signed by a  Responsible  Officer of the Trustee and
         delivered  to the Warrant  Agent;  and such  certificate  shall be full
         authorization  to the Warrant Agent for any action taken or suffered in
         good faith by it hereunder in reliance upon such certificate.

                  (c)      The Warrant Agent shall be liable  hereunder only for
         its own gross negligence, willful misconduct or bad faith.

                  (d)      The  Warrant  Agent  shall  not be  liable  for or by
         reason of any of the statements of fact or recitals contained herein or
         be required to verify the same,  but all such  statements  and recitals
         are and  shall  be  deemed  to have  been  made  by the  Trust  and the
         Depositor only.

                  (e)      The Warrant  Agent shall not have any  responsibility
         in respect of and makes no  representation  as to the  validity  of the
         Call  Warrants or the execution  and delivery  thereof  (except the due
         execution hereof by the Warrant Agent); nor shall it be responsible for
         any breach by the Trust of any covenant or  condition  contained in the
         Call Warrants; nor shall it by any act thereunder be deemed to make any
         representation  or  warranty  as to the  Certificates  to be  purchased
         thereunder.

                  (f)      The Warrant Agent is hereby  authorized  and directed
         to accept  instructions  with respect to the  performance of its duties
         hereunder from the Chairman of the Board, the Chief Executive  Officer,
         Chief Financial  Officer,  Chief Operating Officer,  President,  a Vice
         President, a Senior Vice President, a Managing Director, its Treasurer,

<PAGE>


         an Assistant Treasurer,  its Secretary or an Assistant Secretary of the
         Depositor,  and any Responsible Officer of the Trustee, and to apply to
         such officers for advice or instructions in connection with its duties,
         and it shall not be liable for any action taken or suffered to be taken
         by it in  good  faith  in  accordance  with  instructions  of any  such
         officer.

                  (g)      The  Warrant  Agent  and any  shareholder,  director,
         officer or employee of the Warrant  Agent may buy,  sell or deal in any
         of the Call Warrants or other  securities of the Trust or otherwise act
         as fully and freely as though it were not Warrant Agent  hereunder,  so
         long as such persons do so in full compliance with all applicable laws.
         Nothing  herein  shall  preclude  the Warrant  Agent from acting in any
         other  capacity  for the Trust,  the  Depositor  or for any other legal
         entity.

                  (h)      The Warrant Agent may execute and exercise any of the
         rights or powers  hereby  vested in it or  perform  any duty  hereunder
         either itself or by or through its attorneys or agents.

                  (i)      The  Warrant  Agent  shall act solely as the agent of
         the Trust  hereunder.  The Warrant Agent shall not be liable except for
         the  failure  to  perform  such  duties as are  specifically  set forth
         herein,  and no implied covenants or obligations shall be read into the
         Call  Warrants  against  the  Warrant  Agent,  whose  duties  shall  be
         determined solely by the express provisions thereof.  The Warrant Agent
         shall not be deemed to be a fiduciary.

                  (j)      The Warrant  Agent shall not be  responsible  for any
         failure on the part of the Trustee to comply with any of its  covenants
         and obligations contained herein.

                  (k)      The Warrant  Agent shall not be under any  obligation
         or duty to  institute,  appear in or defend any  action,  suit or legal
         proceeding  in  respect  hereof,   unless  first   indemnified  to  its
         satisfaction,  but this  provision  shall not  affect  the power of the
         Warrant  Agent to take such  action as the Warrant  Agent may  consider
         proper, whether with or without such indemnity. The Warrant Agent shall
         promptly  notify the  Depositor and the Trustee in writing of any claim
         made or action, suit or proceeding instituted against it arising out of
         or in connection with the Call Warrants.

                  (l)      The Trustee will perform,  execute,  acknowledge  and
         deliver or cause to be performed, executed,  acknowledged and delivered
         all such further acts, instruments and assurances as may be required by
         the  Warrant  Agent in order to enable it to carry out or  perform  its
         duties hereunder.

                  (m)      Upon request of a Warrant  Holder,  the Warrant Agent
         shall furnish to such Warrant  Holder  and/or a  prospective  purchaser
         designated  by such  Warrant  Holder  the  information  required  to be
         delivered under Rule 144A(d)(4) under the Securities Act, to the extent
         that such information is in the possession of the Warrant Agent.

         Section 6.3 CHANGE OF WARRANT  AGENT.  The Warrant Agent may resign and
be discharged from its duties  hereunder upon thirty (30) days notice in writing
mailed to the Depositor and the Trustee by registered or certified  mail, and to
the  Warrant  Holders  by  first-class  mail at the  expense  of the  Depositor;
provided that no such  resignation or discharge  shall become  effective until a
successor Warrant Agent shall have been appointed hereunder. The

<PAGE>


Depositor  may remove the  Warrant  Agent or any  successor  Warrant  Agent upon
thirty  (30) days notice in writing,  mailed to the Warrant  Agent or  successor
Warrant  Agent,  as the case may be, and to the Warrant  Holders by  first-class
mail;  provided  further that no such removal  shall  become  effective  until a
successor  Warrant  Agent shall have been  appointed  hereunder.  If the Warrant
Agent shall resign or be removed or shall otherwise  become incapable of acting,
the Depositor shall promptly appoint a successor to the Warrant Agent, which may
be  designated  as an interim  Warrant  Agent.  If an interim  Warrant  Agent is
designated,  the  Depositor  shall then  appoint a  permanent  successor  to the
Warrant Agent,  which may be the interim  Warrant Agent.  If the Depositor shall
fail to make such appointment of a permanent successor within a period of thirty
(30) days after such  removal or within  sixty (60) days after  notification  in
writing of such  resignation  or incapacity  by the  resigning or  incapacitated
Warrant  Agent or by the Warrant  Holder,  then the Warrant  Agent or registered
Warrant  Holder  may  apply  to any  court  of  competent  jurisdiction  for the
appointment  of such a successor.  Any successor to the Warrant Agent  appointed
hereunder  must be rated in one of the four  highest  rating  categories  by the
Rating  Agencies.  Any entity which may be merged or consolidated  with or which
shall otherwise  succeed to substantially all of the trust or agency business of
the Warrant Agent shall be deemed to be the successor  Warrant Agent without any
further action.

         Section 6.4 WARRANT AGENT TRANSFER FEE. The Warrant Agent will assess a
fee of $50.00  upon the issue of any new Call  Warrant,  such fee to be assessed
upon the new Warrant Holder.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1 REMEDIES.  The remedies at law of the Warrant Holder in the
event  of any  default  or  threatened  default  by  the  Warrant  Agent  in the
performance of or compliance  with any of the terms of the Call Warrants are not
and will not be adequate  and, to the full extent  permitted by law,  such terms
may be  specifically  enforced by a decree for the specific  performance  of any
agreement contained herein or by an injunction against a violation of any of the
terms thereof or otherwise.

         Section  7.2  LIMITATION  ON  LIABILITIES  OF WARRANT  HOLDER.  Nothing
contained in this  Warrant  Agent  Agreement  shall be construed as imposing any
obligation on the Warrant Holder to purchase any of the  Certificates  except in
accordance with the terms thereof.

         Section 7.3 NOTICES.  All notices and other  communications  under this
Warrant Agent Agreement shall be in writing and shall be delivered, or mailed by
registered  or  certified  mail,  return  receipt  requested,  by  a  nationally
recognized overnight courier,  postage prepaid,  addressed (a) if to any Warrant
Holder,  at the  registered  address of such Warrant  Holder as set forth in the
register kept by the Warrant Agent or (b) if to the Warrant  Agent,  to 100 Wall
Street, Suite 1600, New York, New York 10005,  Attention:  Corporate Trust or to
such other  address  notice of which the  Warrant  Agent shall have given to the
Warrant  Holder and the  Trustee or (c) if to the Trust or the  Trustee,  to the
Corporate Trust Office (as set forth in the Trust Agreement);  provided that the
exercise  of any Call  Warrant  shall be  effective  in the manner  provided  in
Article I. The  Warrant  Agent shall  forward to the Warrant  Holder any notices
received by it  hereunder  or pursuant to the Trust  Agreement  or this  Warrant
Agent Agreement by facsimile

<PAGE>


within one Business Day of receipt thereof.

         Section 7.4 AMENDMENT.

                  (a)      This Warrant Agent Agreement may be amended from time
         to time by the Depositor, the Trustee and the Warrant Agent without the
         consent of any Warrant  Holder,  upon  receipt of an opinion of counsel
         satisfactory to the Warrant Agent that the provisions  hereof have been
         satisfied and that such amendment would not cause the Trust to be taxed
         as  an  association  or  publicly  traded  partnership   taxable  as  a
         Corporation under the Code, for any of the following  purposes:  (i) to
         cure any  ambiguity or to correct or supplement  any  provision  herein
         which may be defective or inconsistent  with any other provision herein
         or to provide for any other terms or modify any other  provisions  with
         respect to matters or questions  arising  under the Call Warrant  which
         shall not adversely affect in any material respect the interests of the
         Warrant Holder or any holder of a Certificate;  provided, however, that
         no  amendment  altering the timing or amount of any payment of the Call
         Price shall be effected without the consent of each Warrant Holder;  or
         (ii)  to  evidence  and  provide  for  the  acceptance  of  appointment
         hereunder  of a Warrant  Agent  other  than U.S.  Bank  Trust  National
         Association.

                  (b)      Without limiting the generality of the foregoing, the
         Call  Warrants may also be modified or amended from time to time by the
         Depositor,  the  Trustee  and the  Warrant  Agent  with the  consent of
         Warrant Holders of 66-2/3% of each of the Call Warrants  related to the
         Class A  Certificates  and the Call  Warrants  related  to the  Class X
         Certificates, upon receipt of an opinion of counsel satisfactory to the
         Warrant  Agent  that  the   provisions   hereof   (including,   without
         limitation, the following proviso) have been satisfied, for the purpose
         of adding any  provisions  to or changing in any manner or  eliminating
         any of the  provisions  of the Call  Warrants  or of  modifying  in any
         manner the rights of the Warrant Holders;  provided,  however,  that no
         such amendment shall (i) adversely  affect in any material  respect the
         interests of holders of Certificates without the consent of the holders
         of    Certificates    evidencing    not   less   than   the    Required
         Percentage--Amendment  of the aggregate  Voting Rights of such affected
         Certificates  (as such terms are  defined in the Trust  Agreement)  and
         without  written  confirmation  from  the  Rating  Agencies  that  such
         amendment  will not result in a downgrading or withdrawal of its rating
         of the  Certificates;  (ii) alter the terms on which Call  Warrants are
         exercisable or the amounts  payable upon exercise of a Warrant  without
         the consent of the  holders of  Certificates  evidencing  not less than
         100% of the aggregate  Voting Rights of such affected  Certificates and
         100% of the affected  Warrant Holders or (iii) reduce the percentage of
         aggregate  Voting Rights required by (i) or (ii) without the consent of
         the  holders of all such  affected  Certificates.  Notwithstanding  any
         other  provision of this Warrant Agent  Agreement,  this Section 7.4(b)
         shall  not be  amended  without  the  consent  of 100% of the  affected
         Warrant Holders.

                  (c)      Promptly after the execution of any such amendment or
         modification,  the Warrant Agent shall furnish a copy of such amendment
         or  modification  to each  Warrant  Holder,  to the  Trustee and to the
         Rating  Agencies.  It shall not be necessary for the consent of Warrant
         Holders or holders of  Certificates  under this  Section to approve the
         particular form of any proposed  amendment,  but it shall be sufficient
         if such consent shall

<PAGE>


         approve the substance  thereof.  The manner of obtaining  such consents
         and of evidencing the  authorization of the execution  thereof shall be
         subject  to  such  reasonable  regulations  as the  Warrant  Agent  may
         prescribe.

         Section 7.5  EXPIRATION.  The right to exercise the Call Warrants shall
expire  on the  earliest  to  occur  of (a) the  cancellation  thereof,  (b) the
termination of the Trust  Agreement,  or (c) the  liquidation,  disposition,  or
maturity of all of the Underlying Securities.

         Section 7.6  DESCRIPTIVE  HEADINGS.  The headings in this Warrant Agent
Agreement  are for purposes of  reference  only and shall not limit or otherwise
affect the meaning hereof.

         Section 7.7  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD TO  PRINCIPLES OF CONFLICT OF
LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

         Section  7.8  JUDICIAL  PROCEEDINGS;   WAIVER  OF  JURY.  Any  judicial
proceeding  brought  against the Trust,  the  Trustee or the Warrant  Agent with
respect to this Warrant Agent Agreement may be brought in any court of competent
jurisdiction  in the  County  of New  York,  State of New York or of the  United
States of America for the Southern  District of New York and, by  execution  and
delivery  of the Call  Warrants,  the  Trustee  on  behalf  of the Trust and the
Warrant  Agent (a)  accept,  generally  and  unconditionally,  the  nonexclusive
jurisdiction  of such courts and any related  appellate  court,  and irrevocably
agree that the Trust,  the Trustee  and the Warrant  Agent shall be bound by any
judgment rendered thereby in connection with this Warrant Agent Agreement or the
Call Warrants,  subject to any rights of appeal,  and (b) irrevocably  waive any
objection that the Trust,  the Trustee or the Warrant Agent may now or hereafter
have as to the venue of any such suit,  action or  proceeding  brought in such a
court or that such court is an inconvenient forum.

         Section 7.9 NONPETITION COVENANT; NO RECOURSE.  Each of (i) the Warrant
Holder by its  acceptance  thereof,  and (ii) the Warrant Agent agrees,  that it
shall not (and, in the case of the Warrant Holder,  that it shall not direct the
Warrant  Agent  to),  until  the date  which is one year and one day  after  the
payment  in full of the  Certificates  and all  other  securities  issued by the
Trust,  the  Depositor  or  entities  formed,  established  or  settled  by  the
Depositor,  acquiesce,  petition  or  otherwise  invoke or cause the Trust,  the
Depositor,  or any such other entity to invoke the process of the United  States
of  America,  any State or other  political  subdivision  thereof  or any entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions  of or  pertaining  to  government  for the purpose of  commencing  or
sustaining  a case by or against  the  Trust,  the  Depositor  or any such other
entity  under a  federal  or state  bankruptcy,  insolvency  or  similar  law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar  official of the Trust,  the Depositor or any such other entity or
all or any part of the  property or assets of Trust,  the  Depositor or any such
other  entity or ordering  the winding up or  liquidation  of the affairs of the
Trust, the Depositor or any such other entity.

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective duly authorized officers as of the date first above
written.


                                       FREEDOM DEPOSITORY, LLC,
                                       as Depositor

                                       By: ASG GENERAL PARTNER, INC.
                                            its Manager

                                            By:
                                               ------------------------------
                                            Name:  Sean A. Dobson
                                            Title: President



                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       not in its individual capacity but solely
                                       as Trustee and Authenticating Agent



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

                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Warrant Agent



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


<PAGE>


                             EXHIBIT A TO EXHIBIT B

                            FORM OF INVESTMENT LETTER

                          QUALIFIED INSTITUTIONAL BUYER

                                                    Dated: ___________ __, _____

U.S. Bank Trust National Association, as Trustee
100 Wall Street
New York, New York 10005

Freedom Depository, LLC
   as Depositor
7801 North Capital of Texas Highway
Suite 300
Austin, Texas 78731

         Re:  Freedom Certificates(sm), USAutos Series 2004-1

Ladies and Gentlemen:

         In connection with its proposed purchase of Call Warrants (the "Call
Warrants") which represent the right to call $______________ aggregate
certificate principal balance of Freedom Certificates(sm), USAutos Series 2004-1
Class A Certificates and $_______________ aggregate notional amount of Freedom
Certificates(sm), USAutos Series 2004-1 Class X Certificates, the undersigned
purchaser (the "Purchaser") confirms that:

         1. The Purchaser understands that substantial risks are involved in an
investment in the Call Warrants. The Purchaser represents that in making its
investment decision to acquire the Call Warrants, the Purchaser has not relied
on representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including you,
Freedom Depository, LLC, as depositor (the "Depositor"), or U.S. Bank Trust
National Association, as trustee (the "Trustee"), or any of your or their
affiliates, except as expressly contained in written information, if any. The
Purchaser has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in the Call
Warrants, and the Purchaser is able to bear the substantial economic risks of
such an investment. The Purchaser has relied upon its own tax, legal and
financial advisors in connection with its decision to purchase the Call
Warrants.

         2. The Purchaser (A) is a "Qualified Institutional Buyer" (as defined
in Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and
(B) is acquiring the Call Warrants for its own account or for the account of an
investor of the type described in clause (A) above as to each of which the
Purchaser exercises sole investment discretion. The Purchaser is purchasing the
Call Warrants for investment purposes and not with a view to, or for, the offer
or sale in connection with, a public distribution or in any other manner that
would violate the 1933 Act or the securities or blue sky laws of any state.

<PAGE>


         3. The Purchaser understands that the Call Warrants have not been and
will not be registered under the 1933 Act or under the securities or blue sky
laws of any state, and that (i) if it decides to resell, pledge or otherwise
transfer any Security, such resale, pledge or other transfer must comply with
the provisions of the Warrant Agent Agreement relating to the Call Warrants
(including, without limitation, the provisions of Section 4.2 thereof) and (ii)
it will, and each subsequent holder will be required to, notify any purchaser of
any Security from it of the resale restrictions referred to in clause (i) above.

         4. The Purchaser understands that each of the Call Warrants will bear a
legend substantially to the following effect, unless otherwise agreed by the
Depositor and the Trustee:

             "THIS CALL WARRANT (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
             UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
             TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
             REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
             EXEMPTION THEREFROM UNDER SUCH ACT. THE CALL WARRANT REPRESENTED
             HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS
             SPECIFIED HEREIN OR IN THE SERIES SUPPLEMENT.

             EACH PURCHASER OF THIS CALL WARRANT IS HEREBY NOTIFIED THAT THE
             SELLER OF THIS CALL WARRANT MAY BE RELYING ON THE EXEMPTION FROM
             THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
             144A THEREUNDER."

         5. The Purchaser understands that no subsequent transfer of the Call
Warrants is permitted unless (A) such transfer is of a Call Warrant with the
applicable minimum denomination and (B) the Purchaser causes the proposed
transferee to provide to the Depositor and the Trustee such documentation as may
be required pursuant to Section 4.2 of the Warrant Agent Agreement, including,
if required, a letter substantially in the form hereof, or such other written
statement as the Depositor shall reasonably prescribe.

         6. The Purchaser is a person or entity (a "Person") who is either

                  A. (1) a citizen or resident of the United States, (2) a
         corporation, partnership or other entity organized in or under the laws
         of the United States or any political subdivision thereof, or (3) an
         estate the income of which is includible in gross income for federal
         income tax purposes regardless of source, or (4) a trust if a court
         within the United States is able to exercise primary supervision of the
         administration of the trust and one or more United States persons have
         the authority to control all substantial decisions of the trust, or

                  B. a Person not described in (A), whose ownership of such Call
         Warrant is effectively connected with such Person's conduct of a trade
         or business within the United States within the meaning of the Internal
         Revenue Code of 1986, as amended (the "Code"), and its ownership of any
         interest in such Call Warrant will not result in any

<PAGE>


         withholding obligation with respect to any payments with respect to the
         Call Warrants by any Person (other than withholding, if any, under
         Section 1446 of the Code), or

                  C. a Person not described in (A) or (B) above, who is not a
         Person: (1) that owns, directly or indirectly, 10% or more of the total
         combined voting power of all classes of stock in the Underlying
         Securities Issuer (as defined in the Prospectus Supplement) entitled to
         vote, (2) that is a controlled foreign corporation related to the
         Underlying Securities Issuer within the meaning of Section 864(d)(4) of
         the Code, or (3) that is a bank extending credit pursuant to a loan
         agreement entered into in the ordinary course of its trade or business.

         7. The Purchaser agrees that (I) if it is a Person described in clause
(A) above, it will furnish to the Depositor and the Trustee a properly executed
IRS Form W-9, and (II) if it is a Person described in clause (B) above, it will
furnish to the Depositor and the Trustee a properly executed IRS Form W-8ECI,
and (III) if it is a Person described in clause (C) above, it will furnish to
the Depositor and the Trustee a properly executed IRS Form W-8BEN (or, if the
Purchaser is treated as a partnership for federal income tax purposes, a
properly executed IRS Form W-8IMY with appropriate certification for all
partners or members attached). The Purchaser also agrees that it will provide a
new IRS form upon the expiration or obsolescence of any previously delivered
form, and that it will provide such other certifications, representations or
Opinions of Counsel as may be requested by the Depositor and the Trustee.

         8. The Purchaser agrees that if at some time in the future it wishes to
transfer or exchange any of the Call Warrants, it will not transfer or exchange
any of the Call Warrants unless such transfer or exchange is in accordance with
the terms of the Warrant Agent Agreement, Series Supplement and other documents
applicable to the Call Warrant. The Purchaser understands that any purported
transfer of the Call Warrants (or any interest therein) in contravention of any
of the restrictions and conditions in the agreements, as applicable, shall be
void, and the purported transferee in such transfer shall not be recognized by
any Person as a holder of such Call Warrants, for any purpose.

                  You and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                       Very truly yours,

                                               [Name of Purchaser]



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

<PAGE>


                                    EXHIBIT C

                            FORM OF INVESTMENT LETTER

                          QUALIFIED INSTITUTIONAL BUYER

                                                    Dated: ___________ __, _____

U.S. Bank Trust National Association, as Trustee
100 Wall Street
New York, New York 10005

Freedom Depository, LLC
   as Depositor
7801 North Capital of Texas Highway
Suite 300
Austin, Texas 78731

         Re:  Freedom Certificates(sm), USAutos Series 2004-1

Ladies and Gentlemen:

         In connection with its proposed purchase of Call Warrants (the "Call
Warrants") which represent the right to call $______________ aggregate
certificate principal balance of Freedom Certificates(sm), USAutos Series 2004-1
Class A Certificates and $_______________ aggregate notional amount of Freedom
Certificates(sm), USAutos Series 2004-1 Class X Certificates, the undersigned
purchaser (the "Purchaser") confirms that:

         1. The Purchaser understands that substantial risks are involved in an
investment in the Call Warrants. The Purchaser represents that in making its
investment decision to acquire the Call Warrants, the Purchaser has not relied
on representations, warranties, opinions, projections, financial or other
information or analysis, if any, supplied to it by any person, including you,
Freedom Depository, LLC, as depositor (the "Depositor"), or U.S. Bank Trust
National Association, as trustee (the "Trustee"), or any of your or their
affiliates, except as expressly contained in written information, if any. The
Purchaser has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in the Call
Warrants, and the Purchaser is able to bear the substantial economic risks of
such an investment. The Purchaser has relied upon its own tax, legal and
financial advisors in connection with its decision to purchase the Call
Warrants.

         2. The Purchaser (A) is a "Qualified Institutional Buyer" (as defined
in Rule 144A under the Securities Act of 1933, as amended (the "1933 Act")) and
(B) is acquiring the Call Warrants for its own account or for the account of an
investor of the type described in clause (A) above as to each of which the
Purchaser exercises sole investment discretion. The Purchaser is purchasing the
Call Warrants for investment purposes and not with a view to, or for, the offer
or sale in connection with, a public distribution or in any other manner that
would violate the 1933 Act or the securities or blue sky laws of any state.

<PAGE>


         3. The Purchaser understands that the Call Warrants have not been and
will not be registered under the 1933 Act or under the securities or blue sky
laws of any state, and that (i) if it decides to resell, pledge or otherwise
transfer any Security, such resale, pledge or other transfer must comply with
the provisions of the Warrant Agent Agreement relating to the Call Warrants
(including, without limitation, the provisions of Section 4.2 thereof) and (ii)
it will, and each subsequent holder will be required to, notify any purchaser of
any Security from it of the resale restrictions referred to in clause (i) above.

         4. The Purchaser understands that each of the Call Warrants will bear a
legend substantially to the following effect, unless otherwise agreed by the
Depositor and the Trustee:

             "THIS CALL WARRANT (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
             UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
             TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
             REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
             EXEMPTION THEREFROM UNDER SUCH ACT. THE CALL WARRANT REPRESENTED
             HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS
             SPECIFIED HEREIN OR IN THE SERIES SUPPLEMENT.

             EACH PURCHASER OF THIS CALL WARRANT IS HEREBY NOTIFIED THAT THE
             SELLER OF THIS CALL WARRANT MAY BE RELYING ON THE EXEMPTION FROM
             THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
             144A THEREUNDER."

         5. The Purchaser understands that no subsequent transfer of the Call
Warrants is permitted unless (A) such transfer is of a Call Warrant with the
applicable minimum denomination and (B) the Purchaser causes the proposed
transferee to provide to the Depositor and the Trustee such documentation as may
be required pursuant to Section 4.2 of the Warrant Agent Agreement, including,
if required, a letter substantially in the form hereof, or such other written
statement as the Depositor shall reasonably prescribe.

         6. The Purchaser is a person or entity (a "Person") who is either

                  A. (1) a citizen or resident of the United States, (2) a
         corporation, partnership or other entity organized in or under the laws
         of the United States or any political subdivision thereof, or (3) an
         estate the income of which is includible in gross income for federal
         income tax purposes regardless of source, or (4) a trust if a court
         within the United States is able to exercise primary supervision of the
         administration of the trust and one or more United States persons have
         the authority to control all substantial decisions of the trust, or

                  B. a Person not described in (A), whose ownership of such Call
         Warrant is effectively connected with such Person's conduct of a trade
         or business within the United States within the meaning of the Internal
         Revenue Code of 1986, as amended (the "Code"), and its ownership of any
         interest in such Call Warrant will not result in any

<PAGE>


         withholding obligation with respect to any payments with respect to the
         Call Warrants by any Person (other than withholding, if any, under
         Section 1446 of the Code), or

                  C. a Person not described in (A) or (B) above, who is not a
         Person: (1) that owns, directly or indirectly, 10% or more of the total
         combined voting power of all classes of stock in the Underlying
         Securities Issuer (as defined in the Prospectus Supplement) entitled to
         vote, (2) that is a controlled foreign corporation related to the
         Underlying Securities Issuer within the meaning of Section 864(d)(4) of
         the Code, or (3) that is a bank extending credit pursuant to a loan
         agreement entered into in the ordinary course of its trade or business.

         7. The Purchaser agrees that (I) if it is a Person described in clause
(A) above, it will furnish to the Depositor and the Trustee a properly executed
IRS Form W-9, and (II) if it is a Person described in clause (B) above, it will
furnish to the Depositor and the Trustee a properly executed IRS Form W-8ECI,
and (III) if it is a Person described in clause (C) above, it will furnish to
the Depositor and the Trustee a properly executed IRS Form W-8BEN (or, if the
Purchaser is treated as a partnership for federal income tax purposes, a
properly executed IRS Form W-8IMY with appropriate certification for all
partners or members attached). The Purchaser also agrees that it will provide a
new IRS form upon the expiration or obsolescence of any previously delivered
form, and that it will provide such other certifications, representations or
Opinions of Counsel as may be requested by the Depositor and the Trustee.

         8. The Purchaser agrees that if at some time in the future it wishes to
transfer or exchange any of the Call Warrants, it will not transfer or exchange
any of the Call Warrants unless such transfer or exchange is in accordance with
the terms of the Warrant Agent Agreement, Series Supplement and other documents
applicable to the Call Warrant. The Purchaser understands that any purported
transfer of the Call Warrants (or any interest therein) in contravention of any
of the restrictions and conditions in the agreements, as applicable, shall be
void, and the purported transferee in such transfer shall not be recognized by
any Person as a holder of such Call Warrants, for any purpose.

                  You and the Trustee are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                       Very truly yours,

                                               [Name of Purchaser]



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