EXHIBIT 4.2 AMENDED AND RESTATED TRUST AGREEMENT

EXHIBIT 4.2

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AMENDED AND RESTATED

TRUST AGREEMENT

among

TRIAD FINANCIAL SPECIAL PURPOSE LLC
Seller,

TRIAD FINANCIAL CORPORATION
Administrator
and

WILMINGTON TRUST COMPANY
Owner Trustee

Dated as of August 1, 2002

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TABLE OF CONTENTS

ARTICLE I. DEFINITIONS.................................................................... 1

SECTION 1.1. Capitalized Terms................................................. 1
SECTION 1.2. Other Definitional Provisions..................................... 3

ARTICLE II. ORGANIZATION.................................................................. 3

SECTION 2.1. Name.............................................................. 3
SECTION 2.2. Office............................................................ 4
SECTION 2.3. Purposes and Powers............................................... 4
SECTION 2.4. Appointment of Owner Trustee...................................... 4
SECTION 2.5. Initial Capital Contribution of Trust Estate...................... 4
SECTION 2.6. Declaration of Trust.............................................. 5
SECTION 2.7. Title to Trust Property........................................... 5
SECTION 2.8. Situs of Trust.................................................... 5
SECTION 2.9. Representations and Warranties of the Seller...................... 6
SECTION 2.10. Representations and Warranties of the Administrator............... 7
SECTION 2.11. Covenants of the Certificateholder................................ 8
SECTION 2.12. Federal Income Tax Treatment of the Trust......................... 8

ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST......................................... 9

SECTION 3.1. Ownership......................................................... 9
SECTION 3.2. The Certificate................................................... 9
SECTION 3.3. Authentication of Certificate..................................... 9
SECTION 3.4. Registration of Transfer and Exchange of Certificate.............. 9
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates................. 10
SECTION 3.6. Persons Deemed Certificateholders................................. 10
SECTION 3.7. Maintenance of Office or Agency................................... 11
SECTION 3.8. Disposition in Whole But Not in Part.............................. 11
SECTION 3.9. ERISA Restrictions................................................ 11

ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS............................................... 11

SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters............ 11
SECTION 4.2. Action by Certificateholder with Respect to Certain
Matters......................................................... 12
SECTION 4.3. Restrictions on Certificateholder's Power......................... 12
SECTION 4.4. Rights of Security Insurer........................................ 13

ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE.......................................... 13

SECTION 5.1. General Authority................................................. 13
SECTION 5.2. General Duties.................................................... 13
SECTION 5.3. Action upon Instruction........................................... 13
SECTION 5.4. No Duties Except as Specified in this Agreement or in
Instructions.................................................... 14
SECTION 5.5. No Action Except under Specified Documents or
Instructions.................................................... 15

SECTION 5.6. Restrictions...................................................... 15

ARTICLE VI. CONCERNING THE OWNER TRUSTEE.................................................. 15

SECTION 6.1. Acceptance of Trusts and Duties................................... 15
SECTION 6.2. Furnishing of Documents........................................... 17
SECTION 6.3. Representations and Warranties.................................... 17
SECTION 6.4. Reliance; Advice of Counsel....................................... 17
SECTION 6.5. Not Acting in Individual Capacity................................. 18
SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables........... 18
SECTION 6.7. Owner Trustee May Own Notes....................................... 18
SECTION 6.8. Payments from Owner Trust Estate.................................. 19
SECTION 6.9. Doing Business in Other Jurisdictions............................. 19

ARTICLE VII. COMPENSATION OF OWNER TRUSTEE................................................ 19

SECTION 7.1. Owner Trustee's Fees and Expenses................................. 19
SECTION 7.2. Indemnification................................................... 19
SECTION 7.3. Payments to the Owner Trustee..................................... 20
SECTION 7.4. Non-recourse Obligations.......................................... 20

ARTICLE VIII. TERMINATION OF TRUST AGREEMENT.............................................. 20

SECTION 8.1. Termination of Trust Agreement.................................... 20

ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES........................ 21

SECTION 9.1. Eligibility Requirements for Owner Trustee........................ 21
SECTION 9.2. Resignation or Removal of Owner Trustee........................... 22
SECTION 9.3. Successor Owner Trustee........................................... 22
SECTION 9.4. Merger or Consolidation of Owner Trustee.......................... 23
SECTION 9.5. Appointment of Co-Trustee or Separate Trustee..................... 23

ARTICLE X. MISCELLANEOUS.................................................................. 24

SECTION 10.1. Supplements and Amendments........................................ 24
SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder......... 26
SECTION 10.3. Limitations on Rights of Others................................... 26
SECTION 10.4. Notices........................................................... 26
SECTION 10.5. Severability...................................................... 27
SECTION 10.6. Separate Counterparts............................................. 27
SECTION 10.7. Assignments;...................................................... 27
SECTION 10.8. No Recourse....................................................... 27
SECTION 10.9. Headings.......................................................... 27
SECTION 10.10. GOVERNING LAW..................................................... 28
SECTION 10.11. Administrator..................................................... 28

EXHIBITS

EXHIBIT A FORM OF CERTIFICATE
EXHIBIT B FORM OF CERTIFICATE OF TRUST

This AMENDED AND RESTATED TRUST AGREEMENT dated as of August 1,
2002 among TRIAD FINANCIAL SPECIAL PURPOSE LLC, a Delaware limited liability
company (the "Seller"), TRIAD FINANCIAL CORPORATION, as Administrator (the
"Administrator") and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
as Owner Trustee, (the "Owner Trustee") amends and restates in its entirety that
certain Trust Agreement dated as of April 1, 2002 among BAS SECURITIZATION LLC,
a Delaware limited liability company (the "Depositor"), the Owner Trustee and
the Administrator.

ARTICLE I.

Definitions

SECTION 1.1. Capitalized Terms. For all purposes of this
Agreement, the following terms will have the meanings set forth below:

"Administrator" means Triad, as the Administrator of the Trust.

"Agreement" means this Trust Agreement, as the same may be
amended and supplemented from time to time.

"Basic Documents" means this Agreement, the Certificate of Trust,
the Sale and Servicing Agreement, the Insurance Agreement, the Assignment, the
Indenture and the other documents and certificates delivered in connection
therewith.

"Benefit Plan" has the meaning assigned to such term in Section
3.9.

"Business Trust Statute" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq. as the same may be amended from
time to time.

"Certificate" means a trust certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A attached hereto.

"Certificateholder" or "Holder" means the person in whose name a
Certificate is registered on the Certificate Register, initially Triad Financial
Special Purpose LLC.

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

"Certificate Register" and "Certificate Registrar" means the
register mentioned and the registrar appointed pursuant to Section 3.4.

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

"Corporate Trust Office" means, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at
such other address as the Owner Trustee may designate by notice to the
Certificateholder, or the principal corporate trust office of any

successor Owner Trustee (the address of which the successor owner trustee will
notify the Certificateholder).

"Distribution Date" has the meaning set forth in the Sale and
Servicing Agreement.

"ERISA" has the meaning assigned to such term in Section 3.9.

"Expenses" has the meaning assigned to such term in Section 7.2.

"Indemnified Parties" has the meaning assigned to such term in
Section 7.2.

"Indenture" means the Indenture dated as of August 1, 2002,
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee, as the same
may be amended and supplemented from time to time.

"Owner Trust Estate" means all right, title and interest of the
Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement, all funds on deposit from time
to time in the Trust Accounts and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Sale and Servicing Agreement.

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

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

"Responsible Officer" means, with respect to the Owner Trustee,
any officer within the Corporate Trust Administration office of the Owner
Trustee with direct responsibility for the administration of the Trust and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

"Sale and Servicing Agreement" means the Sale and Servicing
Agreement dated as of August 1, 2002, among the Trust, the Seller, Triad and the
Indenture Trustee, as the same may be amended and supplemented from time to
time.

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

"Security Insurer" means Ambac Assurance Corporation, or its
successor in interest.

"Seller" means Triad Financial Special Purpose LLC, a Delaware
limited liability company.

"Spread Account" means the Spread Account established and
maintained pursuant to the Sale and Servicing Agreement.

"Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations will include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

"Triad" means Triad Financial Corporation.

"Trust" means the trust established by this Agreement.

SECTION 1.2. Other Definitional Provisions.

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

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

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

(d) The words "hereof," "herein," "hereunder" and words of
similar import when used in this Agreement will refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
will mean "including without limitation."

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

ARTICLE II.

Organization

SECTION 2.1. Name. There is hereby formed a trust to be known as
"Triad Automobile Receivables Trust 2002-A," in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and xxx and be sued.

SECTION 2.2. Office. The office of the Trust will be in care of
the Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Certificateholder.

SECTION 2.3. Purposes and Powers.

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

(i) to issue the Notes pursuant to the Indenture and the
Certificate pursuant to this Agreement, and to sell the Notes to the
Seller;

(ii) to assign, grant, transfer, pledge, mortgage and convey the
Trust Estate to the Indenture Trustee pursuant to the Indenture for the
benefit of the Security Insurer on behalf of the Noteholders and to
hold, manage and distribute to the Certificateholder pursuant to the
terms of the Sale and Servicing Agreement any portion of the Trust
Estate released from the Lien of, and remitted to the Trust pursuant to,
the Indenture;

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

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

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

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

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

SECTION 2.5. Initial Capital Contribution of Trust Estate . The
Owner Trustee hereby acknowledges prior receipt in trust from the Seller of the
sum of $1,000 which

contribution will constitute the initial Owner Trust Estate. The Administrator
will pay organizational expenses of the Trust as they may arise.

SECTION 2.6. Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the Holder, subject
to the obligations of the Trust under the Basic Documents. It is the intention
of the parties hereto that the Trust constitute a business trust under the
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. Effective as of the date hereof, the Owner
Trustee will have all rights, powers and duties set forth herein and to the
extent not inconsistent herewith, in the Business Trust Statute with respect to
accomplishing the purposes of the Trust. The Owner Trustee will file the
Certificate of Trust with the Secretary of State.

The Holder will not have any personal liability for any liability
or obligation of the Trust.

SECTION 2.7. Title to Trust Property.

(a) Legal title to all the Owner Trust Estate will be vested at
all times in the Trust as a separate legal entity except where applicable law in
any jurisdiction requires title to any part of the Owner Trust Estate to be
vested in a trustee or trustees, in which case title will be deemed to be vested
in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may
be. If any portion of the Owner Trust Estate is deemed vested in the Owner
Trustee, a co-trustee and/or separate trustee, the Owner Trustee, upon having
actual knowledge thereof, will immediately notify the Indenture Trustee, the
Servicer and the Administrator, and the Administrator will cause to be filed
such UCC financing statements and related filing documents or writings as are
necessary to maintain the Indenture Trustee's security interest in the Owner
Trust Estate.

(b) The Holder will not have legal title to any part of the Trust
Property. The Holder is entitled to receive distributions with respect to its
undivided ownership interest therein only in accordance with Article VIII. No
transfer, by operation of law or otherwise, of any right, title or interest by
the Certificateholder of its ownership interest in the Owner Trust Estate will
operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Property.

SECTION 2.8. Situs of Trust. The Trust will be located in the
State of Delaware. All bank accounts maintained by the Owner Trustee on behalf
of the Trust will be located in the State of Delaware or the State of New York.
Payments will be received by the Trust only in Delaware or New York and payments
will be made by the Trust only from Delaware or New York. The Trust will not
have any employees in any state other than Delaware; provided, however, that
nothing herein will restrict or prohibit the Owner Trustee, the Servicer or any
agent of the Trust from having employees within or without the State of
Delaware. The only office of the Trust will be at the Corporate Trust Office
located in Delaware. without the State of Delaware. The only office of the Trust
will be at the Corporate Trust Office located in Delaware.

SECTION 2.9. Representations and Warranties of the Seller. The
Seller makes the following representations and warranties on which the Owner
Trustee relies in accepting the Owner Trust Estate in trust and executing the
Certificate and upon which the Security Insurer relies in issuing the Note
Policy.

(a) Organization and Good Standing. The Seller is duly organized
and validly existing as a Delaware limited liability company with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted and is proposed to
be conducted pursuant to this Agreement and the Basic Documents.

(b) Due Qualification. It is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership or
lease of its property, the conduct of its business and the performance of its
obligations under this Agreement and the Basic Documents requires such
qualification.

(c) Power and Authority. The Seller has the power and authority
to execute and deliver this Agreement and to carry out its terms; the Seller has
full power and authority to sell and assign the property to be sold and assigned
to and deposited with the Trust and the Seller has duly authorized such sale and
assignment and deposit to the Trust by all necessary action; and the execution,
delivery and performance of this Agreement has been duly authorized by the
Seller by all necessary action.

(d) No Consent Required. No consent, license, approval or
authorization or registration or declaration with, any Person or with any
governmental authority, bureau or agency is required in connection with the
execution, delivery or performance of this Agreement and the Basic Documents,
except for such as have been obtained, effected or made.

(e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
limited liability agreement of the Seller, or any material indenture, agreement
or other instrument to which the Seller is a party or by which it is bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); nor violate any law or, to the
best of the Seller's knowledge, any order, rule or regulation applicable to the
Seller of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Seller
or its properties.

(f) No Proceedings. There are no proceedings or investigations
pending or, to its knowledge, threatened against it before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over it or its properties (A) asserting the invalidity of
this Agreement or any of the Basic Documents, (B) seeking to prevent the
issuance of the Certificate or the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents, (C)
seeking any determination or ruling that might materially and adversely affect
its performance of its obligations under, or

the validity or enforceability of, this Agreement or any of the Basic Documents,
or (D) seeking to adversely affect the federal income tax or other federal,
state or local tax characteristics of the Certificate.

SECTION 2.10. Representations and Warranties of the
Administrator. The Administrator makes the following representations and
warranties on which the Owner Trustee relies in accepting the Owner Trust Estate
in trust and executing the Certificate and upon which the Security Insurer
relies in issuing the Note Policy.

(a) Organization and Good Standing. The Administrator is duly
organized and validly existing as a California corporation with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted and is proposed to
be conducted pursuant to this Agreement and the Basic Documents.

(b) Due Qualification. It is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property, the conduct of its business and the performance of its obligations
under this Agreement and the Basic Documents requires such qualification.

(c) Power and Authority. The Administrator has the corporate
power and authority to execute and deliver this Agreement and to carry out its
terms; the Administrator has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Trust and the
Administrator has duly authorized such sale and assignment and deposit to the
Trust by all necessary corporate action; and the execution, delivery and
performance of this Agreement has been duly authorized by the Administrator by
all necessary corporate action.

(e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or by-laws of the Administrator, or any material
indenture, agreement or other instrument to which the Administrator is a party
or by which it is bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic Documents); nor
violate any law or, to the best of the Administrator's knowledge, any order,
rule or regulation applicable to the Administrator of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Administrator or its properties.

(f) No Proceedings. There are no proceedings or investigations
pending or, to its knowledge, threatened against it before any court, regulatory
body, administrative agency or

other tribunal or governmental instrumentality having jurisdiction over it or
its properties (A) asserting the invalidity of this Agreement or any of the
Basic Documents, (B) seeking to prevent the issuance of the Certificate or the
Notes or the consummation of any of the transactions contemplated by this
Agreement or any of the Basic Documents, (C) seeking any determination or ruling
that might materially and adversely affect its performance of its obligations
under, or the validity or enforceability of, this Agreement or any of the Basic
Documents, or (D) seeking to adversely affect the federal income tax or other
federal, state or local tax attributes of the Certificate.

SECTION 2.11. Covenants of the Certificateholder. The
Certificateholder agrees:

(a) to be bound by the terms and conditions of the Certificate of
which the Holder is the owner and of this Agreement, including any supplements
or amendments hereto and to perform the obligations of a Holder as set forth
therein or herein, in all respects as if it were a signatory hereto. This
undertaking is made for the benefit of the Trust, the Owner Trustee and the
Security Insurer; and

(b) until the completion of the events specified in Section
8.1(d), not to, for any reason, institute proceedings for the Trust to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Trust, or file a petition seeking or
consenting to reorganization or relief under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Trust or a
substantial part of its property, or cause or permit the Trust to make any
assignment for the benefit of its creditors, or admit in writing its inability
to pay its debts generally as they become due, or declare or effect a moratorium
on its debt or take any action in furtherance of any such action.

SECTION 2.12. Federal Income Tax Treatment of the Trust.

(a) For so long as the Trust has a single owner for federal
income tax purposes, it will, pursuant to Treasury Regulations promulgated under
section 7701 of the Code, be disregarded as an entity distinct from the
Certificateholder for all federal income tax purposes. Accordingly, for federal
income tax purposes, the Certificateholder will be treated as (i) owning all
assets owned by the Trust, (ii) having incurred all liabilities incurred by the
Trust, and (iii) all transactions between the Trust and the Certificateholder
will be disregarded.

(b) Neither the Owner Trustee nor any Certificateholder will,
under any circumstances, and at any time, make an election on IRS Form 8832 or
otherwise, to classify the Trust as an association taxable as a corporation for
federal, state or any other applicable tax purpose.

(c) Notwithstanding Section 3.8, in the event that the Trust has
two equity owners for federal income tax purposes, the Trust will be treated as
a partnership. At any such time that the Trust has two equity owners, this
Agreement will be amended, in accordance with Section 10.1 herein, and
appropriate provisions will be added so as to provide for treatment of the Trust
as a partnership.

ARTICLE III.

Certificate and Transfer of Interest

SECTION 3.1. Ownership. Upon the formation of the Trust by the
contribution by the Seller pursuant to Section 2.5 and until the issuance of the
Certificate to the initial Certificateholder, the Seller will be the sole
beneficiary of the Trust.

SECTION 3.2. The Certificate. The Certificate will be executed on
behalf of the Trust by manual or facsimile signature of an authorized officer of
the Owner Trustee. A Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures will have been affixed,
authorized to sign on behalf of the Trust, will be validly issued and entitled
to the benefit of this Agreement, notwithstanding that such individuals or any
of them will have ceased to be so authorized prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of
authentication and delivery of such Certificate. A transferee of a Certificate
will become a Certificateholder, and will be entitled to the rights and subject
to the obligations of a Certificateholder hereunder, upon due registration of
such Certificate in such transferee's name pursuant to Section 3.4.

SECTION 3.3. Authentication of Certificate. Concurrently with the
initial sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee will cause the Certificate to be executed on behalf
of the Trust, authenticated and delivered to or upon the written order of the
Seller, signed by its chairman of the board, its president or any vice
president, its treasurer or any assistant treasurer without further action by
the Seller, in authorized denominations. No Certificate will entitle its holder
to any benefit under this Agreement, or will be valid for any purpose, unless
there will appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee,
by manual signature; such authentication will constitute conclusive evidence
that such Certificate is duly authenticated and delivered hereunder. The
Certificate will be dated the date of its authentication.

SECTION 3.4. Registration of Transfer and Exchange of
Certificate. The Certificate Registrar will keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.7, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee will provide for the registration of the Certificate and of transfers
and exchanges of the Certificate as herein provided. The Owner Trustee will be
the initial Certificate Registrar.

The Certificateholder will provide the Certificate Registrar and
the Indenture Trustee with the name and address of the Certificateholder on the
Closing Date. Upon any transfers of the Certificate, the Certificate Registrar
will notify the Indenture Trustee of the name and address of the transferee in
writing, by facsimile, on the day of such transfer.

Upon surrender for registration of transfer of the Certificate at
the office or agency maintained pursuant to Section 3.7, the Owner Trustee will
execute, authenticate and deliver, in the name of the designated transferee, a
new Certificate dated the date of authentication by the Owner Trustee or any
authenticating agent.

A Certificate presented or surrendered for registration of
transfer or exchange will be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Certificateholder or his attorney duly authorized in writing.
Each Certificate surrendered for registration of transfer or exchange will be
canceled and subsequently disposed of by the Owner Trustee in accordance with
its customary practice.

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

SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate will be surrendered to the Certificate
Registrar, or if the Certificate Registrar will receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b) there
will be delivered to the Certificate Registrar, the Owner Trustee such security
or indemnity as may be required by them to save each of them harmless, then in
the absence of notice that such Certificate has been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust will execute and the Owner
Trustee, will authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
class, tenor and denomination. In connection with the issuance of any new
Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any expense, tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section will constitute conclusive evidence
of an ownership interest in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate will be found at any time.

SECTION 3.6. Persons Deemed Certificateholders. Every Person by
virtue of becoming a Certificateholder in accordance with this Agreement is
deemed to be bound by the terms of this Agreement. Prior to due presentation of
the Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar and the Security Insurer and any agent of the Owner Trustee, the
Certificate Registrar and the Security Insurer, may treat the person in whose
name any Certificate will be registered in the Certificate Register as the owner
of such Certificate for the purpose of receiving distributions pursuant to the
Sale and Servicing Agreement and for all other purposes whatsoever, and none of
the Owner Trustee, the Certificate Registrar or the Security Insurer nor any
agent of the Owner Trustee, the Certificate Registrar or the Security Insurer
will be bound by any notice to the contrary.

SECTION 3.7. Maintenance of Office or Agency. The Owner Trustee
will maintain an office or offices or agency or agencies where the Certificate
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Owner Trustee in respect of the Certificate and the
Basic Documents may be served. The Owner Trustee initially designates its
principal Corporate Trust Office for such purposes. The Owner Trustee will give
prompt written notice to the Seller, the Certificateholder and (unless an
Insurer Default has occurred and is continuing) the Security Insurer of any
change in the location of the Certificate Register or any such office or agency.

SECTION 3.8. Disposition in Whole But Not in Part. The
Certificate may be transferred in whole but not in part. To the fullest extent
permitted by applicable law, any attempted transfer of the Certificate that
would divide the ownership of the Trust Estate is void.

SECTION 3.9. ERISA Restrictions. The Certificate may not be
acquired by or for the account of (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a plan
(as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975
of the Code, or (iii) any entity whose underlying assets include assets of a
plan described in (i) or (ii) above by reason of such plan's investment in the
entity (each, a "Benefit Plan"). By accepting and holding its beneficial
ownership interest in its Certificate, the Holder thereof is deemed to have
represented and warranted that it is not a Benefit Plan.

ARTICLE IV.

Voting Rights and Other Actions

SECTION 4.1. Prior Notice to Holder with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee will not take
action unless at least 30 days before the taking of such action, the Owner
Trustee will have notified the Certificateholder in writing of the proposed
action and the Certificateholder will not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that the
Certificateholder has withheld consent or provided alternative direction:

(a) the election by the Trust to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under the
Business Trust Statute or unless such amendment would not materially and
adversely affect the interests of the Holder);

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

(c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholder; or

(d) except pursuant to Section 12.1(b) of the Sale and Servicing
Agreement, the amendment, change or modification of the Sale and Servicing
Agreement, except to cure any ambiguity or defect or to amend or supplement any
provision in a manner that would not materially adversely affect the interests
of the Certificateholder.

The Owner Trustee will notify the Certificateholder in writing of any
appointment of a successor Note Registrar or Indenture Trustee within five
Business Days after receipt of notice thereof.

SECTION 4.2. Action by Certificateholder with Respect to Certain
Matters. The Owner Trustee will not have the power, except upon the direction of
the Certificateholder or the Security Insurer in accordance with the Basic
Documents, to (a) remove the Servicer under the Sale and Servicing Agreement
pursuant to Section 9.2 thereof or (b) except as expressly provided in the Basic
Documents, sell the Receivables after the termination of the Indenture.

The Owner Trustee will take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholder and the
furnishing of indemnification satisfactory to the Owner Trustee by the
Certificateholder.

SECTION 4.3. Restrictions on Certificateholder's Power.

(a) The Certificateholder will not direct the Owner Trustee to
take or refrain from taking any action if such action or inaction would be
contrary to any obligation of the Trust or the Owner Trustee under this
Agreement or any of the Basic Documents or would be contrary to Section 2.3 nor
will the Owner Trustee be obligated to follow any such direction, if given.

(b) The Certificateholder will not have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action, or proceeding in equity or at law upon or under or with respect to this
Agreement or any Basic Document, unless the Certificateholder is the Instructing
Party pursuant to Section 5.3 and unless the Certificateholder previously will
have given to the Owner Trustee a written notice of default and of the
continuance thereof, as provided in this Agreement, and also unless
Certificateholder will have made written request upon the Owner Trustee to
institute such action, suit or proceeding in its own name as Owner Trustee under
this Agreement and will have offered to the Owner Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Owner Trustee, for 30 days after its
receipt of such notice, request, and offer of indemnity, has neglected or
refused to institute any such action, suit, or proceeding, and during such
30-day period no request or waiver inconsistent with such written request has
been given to the Owner Trustee pursuant to and in compliance with this Section
or Section 5.3. For the protection and enforcement of the provisions of this
Section, the Certificateholder and the Owner Trustee is entitled to such relief
as can be given either at law or in equity.

SECTION 4.4. Rights of Security Insurer. Notwithstanding anything
to the contrary in the Basic Documents, without the prior written consent of the
Security Insurer (so long as no Insurer Default has occurred and is continuing),
the Owner Trustee will not (i) remove the Servicer, (ii) initiate any claim,
suit or proceeding by the Trust or compromise any claim, suit or proceeding
brought by or against the Trust, other than with respect to the enforcement of
any Receivable or any rights of the Trust thereunder, (iii) authorize the merger
or consolidation of the Trust with or into any other business trust or other
entity (other than in accordance with Section 3.10 of the Indenture) or (iv)
amend the Certificate of Trust (other than as may be required by the Business
Trust Statute).

ARTICLE V.

Authority and Duties of Owner Trustee

SECTION 5.1. General Authority.

The Owner Trustee is authorized and directed to execute and
deliver the Basic Documents to which the Trust is named

as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Certificateholder will
approve as evidenced conclusively by the Owner Trustee's execution thereof, and
on behalf of the Trust, to direct the Indenture Trustee to authenticate and
deliver Class A-1 Notes in the aggregate principal amount of $202,000,000, Class
A-2 Notes in the aggregate principal amount of $231,000,000, Class A-3 Notes in
the aggregate principal amount of $187,000,000, Class A-4 Notes in the aggregate
principal amount of $206,347,000 and Class B Notes in the aggregate principal
amount of $52,749,207.32. In addition to the foregoing, the Owner Trustee is
authorized, but will not be obligated, to take all actions required of the Trust
pursuant to the Basic Documents. The Owner Trustee is further authorized from
time to time to take such action as the Instructing Party recommends with
respect to the Basic Documents.

SECTION 5.2. General Duties. It will be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and to administer the Trust in the
interest of the Holder, subject to the Basic Documents and in accordance with
the provisions of this Agreement. Notwithstanding the foregoing, the Owner
Trustee is deemed to have discharged its duties and responsibilities hereunder
and under the Basic Documents to the extent the Servicer or Administrator has
agreed to perform any act or to discharge any duty of the Trust or the Owner
Trustee hereunder or under any Basic Document, and the Owner Trustee will not be
liable for the default or failure of the Servicer or Administrator to carry out
its obligations.

SECTION 5.3. Action upon Instruction.

(a) Subject to Article IV, the Security Insurer (so long as any
Class A Notes are outstanding and an Insurer Default will not have occurred and
be continuing) or the Certificateholder (if an Insurer Default has occurred and
is continuing or if no Class A Notes are outstanding) (the "Instructing Party")
has the exclusive right to direct the actions of the Owner

Trustee in the management of the Trust. The Instructing Party
will ensure that such instructions are not inconsistent with the express terms
set forth herein or in any Basic Document. The Instructing Party will not
instruct the Owner Trustee in a manner inconsistent with this Agreement or the
Basic Documents.

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

(c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any Basic Document, the Owner Trustee will promptly give notice (in
such form as will be appropriate under the circumstances) to the Instructing
Party requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Instructing Party received, the Owner Trustee will not be
liable on account of such action to any Person. If the Owner Trustee will not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but will be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the

Basic Documents, as it will deem to be in the best interests of the
Certificateholder, and will have no liability to any Person for such action or
inaction.

(d) If the Owner Trustee is unsure as to the application of any
provision of this Agreement or any Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or if this Agreement permits any determination by
the Owner Trustee or is silent or is incomplete as to the course of action that
the Owner Trustee is required to take with respect to a particular set of facts,
the Owner Trustee may give notice (in such form as will be appropriate under the
circumstances) to the Instructing Party requesting instruction and, to the
extent that the Owner Trustee acts or refrains from acting in good faith in
accordance with any such instruction received, the Owner Trustee will not be
liable, on account of such action or inaction, to any Person. If the Owner
Trustee will not have received appropriate instruction within 10 days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but will be
under no duty to, take or refrain from taking such action, not inconsistent with
this Agreement or the Basic Documents, as it will deem to be in the best
interests of the Certificateholder, and will have no liability to any Person for
such action or inaction.

SECTION 5.4. No Duties Except as Specified in this Agreement or
in Instructions. The Owner Trustee will not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 5.3; and no implied duties or obligations will
be read into this Agreement or any Basic Document against the Owner Trustee. The
Owner Trustee will have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Commission or other filing for the Trust or
to record this Agreement or any Basic Document. The Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Owner Trust Estate
that result from actions by, or claims against, the Owner Trustee (solely in its
individual capacity) and that are not related to the ownership or the
administration of the Owner Trust Estate.

SECTION 5.5. No Action Except under Specified Documents or
Instructions. The Owner Trustee will not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
or (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 5.3.

SECTION 5.6. Restrictions. The Owner Trustee will not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would
result in the Trust's becoming taxable as a corporation

for federal income tax purposes. The Certificateholder will not direct the Owner
Trustee to take action that would violate the provisions of this Section.

ARTICLE VI.

Concerning the Owner Trustee

SECTION 6.1. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents and this
Agreement. The Owner Trustee will not be answerable or accountable hereunder or
under any Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or gross negligence, (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 6.3 expressly made by the
Owner Trustee, (iii) for liabilities arising from the failure of the Owner
Trustee to perform obligations expressly undertaken by it in the last sentence
of Section 5.4 hereof, (iv) for taxes, fees or other charges on, based on or
measured by, any fees, commissions or compensation received by the Owner
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

(a) the Owner Trustee will not be liable for any error of
judgment made by a Responsible Officer of the Owner Trustee;

(b) the Owner Trustee will not be liable with respect to any
action taken or omitted to be taken by it in accordance with the instructions of
the Instructing Party, the Servicer or the Certificateholder;

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

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

(e) the Owner Trustee will not be responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution hereof
by the Seller or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the Basic Documents, other than the certificate of
authentication on the Certificate, and the Owner Trustee will in no event assume
or incur any liability, duty or obligation to the Security Insurer, Trustee,
Indenture Trustee, the Collateral Agent, any Noteholder or to any
Certificateholder, other than as expressly provided for herein;

(f) the Owner Trustee will not be liable for the default or
misconduct of the Security Insurer, the Administrator, the Indenture Trustee, or
the Servicer under any of the Basic

Documents or otherwise and the Owner Trustee has no obligation or liability to
perform the obligations under this Agreement or the Basic Documents that are
required to be performed by the Administrator, the Indenture Trustee or the
Servicer under the Sale and Servicing Agreement; and

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

With respect to the Security Insurer or Instructing Party, the Owner
Trustee undertakes to perform or observe only such of the covenants and
obligations of the Owner Trustee as are expressly set forth in the Agreement,
and no implied covenants or obligations with respect to the Security Insurer or
Instructing Party shall be read into this Agreement or the other Basic Documents
against the Owner Trustee. The Owner Trustee shall not be deemed to owe any
fiduciary duty to the Security Insurer or Instructing Party, and shall not be
liable to any such person for the failure of the Trust to perform its
obligations to such persons other than as a result of the gross negligence or
willful misconduct of the Owner Trustee in the performance of its express
obligations under this Agreement.

SECTION 6.2. Furnishing of Documents. The Owner Trustee will
furnish to the Certificateholder promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

SECTION 6.3. Representations and Warranties. The Owner Trustee
hereby represents and warrants to the Seller, the Holder and the Security
Insurer (which will have relied on such representations and warranties in
issuing the Note Policy), that:

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

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

(c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will contravene
any federal or Delaware state law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or

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

SECTION 6.4. Reliance; Advice of Counsel.

(a) The Owner Trustee will incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer, secretary or other authorized officers of the
relevant party, as to such fact or matter, and such certificate will constitute
full protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

(b) In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under this Agreement or the
Basic Documents, the

Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee will not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys will have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled persons to be selected in good faith. The Owner Trustee will not
be liable for anything done, suffered or omitted in good faith by it in
accordance with the opinion or advice of any such counsel, accountants or other
such persons and according to such opinion not contrary to this Agreement or any
Basic Document.

SECTION 6.5. Not Acting in Individual Capacity. Except as
provided in this Article VI, in accepting the trust hereby created Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by this Agreement or any Basic Document will look
only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 6.6. Owner Trustee Not Liable for Certificate or
Receivables. The recitals contained herein and in the Certificate (other than
the signature and countersignature of the Owner Trustee on the Certificate) will
be taken as the statements of the Certificateholder and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes
no representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Certificate (other than the signature and
countersignature of the Owner Trustee on the Certificate) or the Notes, or of
any Receivable or related documents. The Owner Trustee will at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any security
interest created by any Receivable in any Financed Vehicle or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner Trust Estate or its ability to generate the payments to be distributed
to Certificateholder under this Agreement or

the Noteholders under the Indenture, including, without limitation: the
existence, condition and ownership of any Financed Vehicle; the existence and
enforceability of any insurance thereon; the existence and contents of any
Receivable on any computer or other record thereof; the validity of the
assignment of any Receivable to the Trust or of any intervening assignment; the
completeness of any Receivable; the performance or enforcement of any
Receivable; the compliance by the Seller, the Servicer or any other Person with
any warranty or representation made under any Basic Document or in any related
document or the accuracy of any such warranty or representation or any action of
the Indenture Trustee or the Servicer or any subservicer taken in the name of
the Owner Trustee.

SECTION 6.7. Owner Trustee May Own Notes. The Owner Trustee in
its individual or any other capacity may become the owner or pledgee of the
Notes and may deal with the Seller, the Indenture Trustee and the Servicer in
banking transactions with the same rights as it would have if it were not Owner
Trustee.

SECTION 6.8. Payments from Owner Trust Estate. All payments to be
made by the Owner Trustee under this Agreement or any of the Basic Documents to
which the Trust or the Owner Trustee is a party will be made only from the
income and proceeds of the Owner Trust Estate and only to the extent that the
Owner Trust will have received income or proceeds from the Owner Trust Estate to
make such payments in accordance with the terms hereof. Wilmington Trust
Company, or any successor thereto, in its individual capacity, will not be
liable for any amounts payable under this Agreement or any of the Basic
Documents to which the Trust or the Owner Trustee is a party.

SECTION 6.9. Doing Business in Other Jurisdictions.
Notwithstanding anything contained herein to the contrary, neither Wilmington
Trust Company or any successor thereto, nor the Owner Trustee will be required
to take any action in any jurisdiction other than in the State of Delaware if
the taking of such action will, even after the appointment of a co-trustee or
separate trustee in accordance with Section 9.5 hereof, (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of the State of Delaware becoming payable by Wilmington Trust Company (or
any successor thereto); or (iii) subject Wilmington Trust Company (or any
successor thereto) to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by Wilmington Trust Company (or any successor
thereto) or the Owner Trustee, as the case may be, contemplated hereby.

ARTICLE VII.

Compensation of Owner Trustee

SECTION 7.1. Owner Trustee's Fees and Expenses. The Owner Trustee
will receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between Triad and the Owner
Trustee, and the Owner Trustee will be entitled to be reimbursed by Triad for
its other reasonable expenses hereunder, including

the reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder and under the Basic Documents.

SECTION 7.2. Indemnification. Triad will indemnify the Owner
Trustee and its officers, directors, employees, successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
costs, expenses, losses, damages, claims and liabilities, arising out of or
resulting from this Agreement, the Basic Documents, the Owner Trust Estate, the
administration of the Owner Trust Estate or the action or inaction of the Owner
Trustee hereunder, except that Triad will not be liable for or required to
indemnify the Owner Trustee from and against Expenses (i) arising or resulting
from any of the matters described in the third sentence of Section 6.1 and (ii)
constituting federal, state or other taxes arising out of any fees paid to the
Owner Trustee pursuant to the Basic Documents.

Indemnification under this Section 7.2 will include reasonable
fees and expenses of counsel and expenses of litigation and the indemnities
contained in this Section and the rights under Section 7.1 will survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. In any event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee's choice of legal
counsel will be subject to the approval of Triad which approval will not be
unreasonably withheld.

SECTION 7.3. Payments to the Owner Trustee. Any amounts paid to
the Owner Trustee pursuant to this Article VII will be deemed not to be a part
of the Owner Trust Estate immediately after such payment.

SECTION 7.4. Non-recourse Obligations. Notwithstanding anything
in this Agreement or any Basic Document, the Owner Trustee agrees in its
individual capacity and in its capacity as Owner Trustee for the Trust that all
obligations of the Trust to the Owner Trustee individually or as Owner Trustee
for the Trust will be with recourse to the Owner Trust Estate only and
specifically will be without recourse to the assets of the Holder.

ARTICLE VIII.

Termination of Trust Agreement

SECTION 8.1. Termination of Trust Agreement.

(a) This Agreement and the Trust will terminate in accordance
with Section 3808 of the Business Trust Statute and be of no further force or
effect upon the latest of (i) the maturity or other liquidation of the last
Receivable (including the purchase by the Servicer at its option or by the
Seller at its option of the corpus of the Trust as described in Section 10.1 of
the Sale and Servicing Agreement) and the subsequent distribution of amounts in
respect of such Receivables as provided in the Basic Documents, or (ii) the
payment to the Certificateholder of all amounts required to be paid to it
pursuant to this Agreement and the payment to the Security Insurer of all
amounts payable or reimbursable to it pursuant to the Sale and Servicing
Agreement; provided, however, that the rights to indemnification under Section
7.2 and the rights under Section 7.1 will survive the termination of the Trust.
Triad or the Servicer will

promptly notify the Owner Trustee and the Security Insurer of any prospective
termination pursuant to this Section. The bankruptcy, liquidation, dissolution,
death or incapacity of the Certificateholder, will not (x) operate to terminate
this Agreement or the Trust, nor (y) entitle the Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

(b) Neither the Seller nor the Certificateholder will be entitled
to revoke or terminate the Trust.

(c) Notice of any termination of the Trust, specifying the
Distribution Date upon which the Certificateholder will surrender the
Certificate to the Indenture Trustee for payment of the final distribution and
cancellation, will be given by the Owner Trustee by letter to the
Certificateholder mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 10.1(c) of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to
which final payment of the Certificate will be made upon presentation and
surrender of the Certificate at the office of the Indenture Trustee therein
designated, (ii) the amount of any such final payment, (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificate at the office
of the Indenture Trustee therein specified and (iv) interest will cease to
accrue on the Certificate. The Owner Trustee will give such notice to the
Indenture Trustee at the time such notice is given to the Certificateholder.
Upon presentation and surrender of the Certificate, the Indenture Trustee will
cause to be distributed to the Certificateholder amounts distributable on such
Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement.

If the Certificateholder does not surrender the Certificate for
cancellation within six months after the date specified in the above mentioned
written notice, the Owner Trustee will give a second written notice to the
Certificateholder to surrender the Certificate for cancellation and receive the
final distribution with respect thereto. If within one year after the second
notice the Certificate will not have been surrendered for cancellation, the
Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the Certificateholder concerning surrender of its
Certificate, and the cost thereof will be paid out of the funds and other assets
that will remain subject to this Agreement. Any funds remaining in the Trust
after exhaustion of such remedies will be distributed, subject to applicable
escheat laws, by the Owner Trustee to the Holder.

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

ARTICLE IX.

Successor Owner Trustees and Additional Owner Trustees

SECTION 9.1. Eligibility Requirements for Owner Trustee. The
Owner Trustee will at all times be a corporation (i) satisfying the provisions
of Section 3807(a) of the Business Trust Statute; (ii) authorized to exercise
corporate trust powers; (iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authorities; and (iv) acceptable to the Security Insurer in its sole discretion,
so long as an Insurer Default will not have occurred and be continuing. If such
corporation will publish reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section, the combined capital and surplus of such
corporation will be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee will cease to be eligible in accordance with the provisions of
this Section, the Owner Trustee will resign immediately in the manner and with
the effect specified in Section 9.2.

SECTION 9.2. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Seller, the Security Insurer, the
Administrator and the Servicer. Upon receiving such notice of resignation, the
Administrator will promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument will be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee, provided
that the Administrator has received written confirmation from each of the Rating
Agencies that the proposed appointment will not result in an increased capital
charge to the Security Insurer by either of the Rating Agencies. If no successor
Owner Trustee has been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Owner Trustee or
the Security Insurer may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

If at any time the Owner Trustee will cease to be eligible in
accordance with the provisions of Section 9.1 and will fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee will be legally unable to act, or will be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property will be
appointed, or any public officer will take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator with the consent of the
Security Insurer (so long as an Insurer Default will not have occurred and be
continuing) may remove the Owner Trustee. If the Administrator will remove the
Owner Trustee under the authority of the immediately preceding sentence, the
Administrator will promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument will be delivered to the
outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy
to the successor Owner Trustee and payment of all fees owed to the outgoing
Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment
of a successor Owner Trustee pursuant to any of the provisions of this Section
will not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.3 and payment

of all fees and expenses owed to the outgoing Owner Trustee. The Administrator
will provide notice of such resignation or removal of the Owner Trustee to each
of the Rating Agencies.

SECTION 9.3. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.2 will execute, acknowledge and deliver to the
Seller, the Servicer, the Administrator, the Security Insurer and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee will become effective and such successor Owner Trustee, without any
further act, deed or conveyance, will become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee. The predecessor Owner
Trustee will upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this
Agreement; and the Seller, the Administrator and the predecessor Owner Trustee
will execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee will accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
will be eligible pursuant to Section 9.1.

Upon acceptance of appointment by a successor Owner Trustee
pursuant to this Section, the Servicer will mail notice of the successor of such
Owner Trustee to the Certificateholder, the Indenture Trustee, the Noteholders
and the Rating Agencies. If the Servicer will fail to mail such notice within 10
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee will cause such notice to be mailed at the expense of
the Servicer.

SECTION 9.4. Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee will be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, will be the successor of the Owner Trustee
hereunder, provided such corporation will be eligible pursuant to Section 9.1,
without the execution or filing of any instrument or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding;
provided further that the Owner Trustee will mail notice of such merger or
consolidation to the Rating Agencies.

SECTION 9.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Servicer and the Owner Trustee acting jointly have the power and will
execute and deliver all instruments to appoint one or more Persons approved by
the Owner Trustee and the Security Insurer to act as co-trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any part
of the Owner Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and

trusts as the Servicer and the Owner Trustee may consider necessary or
desirable. If the Servicer will not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Owner Trustee subject,
unless an Insurer Default has occurred and is continuing, to the approval of the
Security Insurer (which approval will not be unreasonably withheld) has the
power to make such appointment. No co-trustee or separate trustee under this
Agreement will be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.1 and no notice of the appointment of any
co-trustee or separate trustee will be required pursuant to Section 9.3.

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

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

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

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

Any notice, request or other writing given to the Owner Trustee
will be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee will refer to this Agreement and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, will be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument will be filed with the Owner Trustee
and a copy thereof given to the Servicer and the Security Insurer.

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

ARTICLE X.

Miscellaneous

SECTION 10.1. Supplements and Amendments.

(a) This Agreement may be amended by the Seller, the
Administrator and the Owner Trustee, with the prior written consent of the
Security Insurer (so long as an Insurer Default will not have occurred and be
continuing) and with prior written notice to the Rating Agencies, without the
consent of any of the Noteholders or the Certificateholder, (i) to cure any
ambiguity or defect or (ii) to correct, supplement or modify any provisions in
this Agreement; provided, however, that such action will not, as evidenced by an
Opinion of Counsel which may be based upon a certificate of the Servicer,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder.

(b) This Agreement may also be amended from time to time, with
the prior written consent of the Security Insurer (so long as an Insurer Default
will not have occurred and be continuing) by the Seller, the Administrator and
the Owner Trustee, with prior written notice to the Rating Agencies, to the
extent such amendment materially and adversely affects the interests of the
Noteholders, with the consent of the Noteholders evidencing not less than a
majority of the Outstanding Amount of the Notes, and the consent of the
Certificateholder (which consent of any Holder of a Certificate or Note given
pursuant to this Section or pursuant to any other provision of this Agreement
will be conclusive and binding on such Holder) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholder; provided, however, that, subject to the express rights of
the Security Insurer under the Basic Documents, no such amendment will (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that will be
required to be made for the benefit of the Noteholders or the Certificateholder
or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
and the Certificate Balance required to consent to any such amendment, without
the consent of the Holders of all the outstanding Notes and the
Certificateholder.

Promptly after the execution of any such amendment or consent,
the Owner Trustee will furnish written notification of the substance of such
amendment or consent to the Certificateholder, the Indenture Trustee and each of
the Rating Agencies.

It will not be necessary for the consent of Certificateholder,
the Noteholders or the Indenture Trustee pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it will be sufficient
if such consent will approve the substance thereof. The manner of obtaining such
consents (and any other consents of the Certificateholder provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholder will be subject to such reasonable
requirements as the Owner Trustee may prescribe. Promptly after the execution of
any amendment to the Certificate of Trust, the Owner Trustee will cause the
filing of such amendment with the Secretary of State.

Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee will be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner
Trustee may, but will not be obligated to, enter into any such amendment which
affects the Owner Trustee's own rights, duties or immunities under this
Agreement or otherwise.

SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholder. The Certificateholder will not have legal title to any part
of the Owner Trust Estate. The Certificateholder will be entitled to receive
distributions in accordance with Article VIII. No transfer, by operation of law
or otherwise, of any right, title or interest of the Certificateholder to and in
its ownership interest in the Owner Trust Estate will operate to terminate this
Agreement or the trust hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 10.3. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Seller, the
Certificateholder, the Servicer and, to the extent expressly provided herein,
the Security Insurer, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, will be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

SECTION 10.4. Notices.

(a) All demands, notices and communications hereunder will be in
writing and will be deemed to have been duly given to the addressee if mailed,
by first-class registered mail, postage prepaid service, confirmed facsimile
transmission, or a nationally recognized express courier, as follows:

If to the Administrator:
Corporate Trust Office
Triad Financial Special Purpose LLC
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer

If to the Owner Trustee:
Corporate Trust Office
Triad Financial Special Purpose LLC
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer

If to the Seller:
Triad Financial Special Purpose LLC
0000 Xxxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer

If to the Security Insurer:
Security Insurer
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

(in each case in which notice or other communication to Financial Security
refers to an Event of Default, a claim on the Note Policy or with respect to
which failure on the part of Financial Security to respond will be deemed to
constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
the Head-Financial Guaranty Group "URGENT MATERIAL ENCLOSED"); or, as to each
party, at such other address as will be designated by such party in a written
notice to each other party. Any such demand, notice or communication hereunder
will be deemed to have been received on the date delivered to or received at the
premises of the addressee as evidenced by the date noted on the return receipt.

(b) Any notice required or permitted to be given to a
Certificateholder will be given by first-class mail, postage prepaid, at the
address of the Holder. Any notice so mailed within the time prescribed in this
Agreement will be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.

SECTION 10.5. Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.

SECTION 10.6. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will
together constitute but one and the same instrument.

SECTION 10.7. Assignments;. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

SECTION 10.8. No Recourse. The Certificateholder by accepting a
Certificate acknowledges that the Certificate represents a beneficial interest
in the Trust only and does not represent interests in or obligations of the
Seller, the Servicer, the Owner Trustee, the Indenture Trustee, the Security
Insurer or any Affiliate thereof and no recourse may be had against such parties
or their assets, except as may be expressly set forth or contemplated in this
Agreement, the Certificate or the Basic Documents.

SECTION 10.9. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and will not define or
limit any of the terms or provisions hereof.

SECTION 10.10. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

SECTION 10.11. Administrator. The Administrator is authorized to
prepare, or cause to be prepared, execute and deliver on behalf of the Trust all
such documents, reports, filings, instruments, certificates and opinions as it
will be the duty of the Trust or Owner Trustee to prepare, file or deliver
pursuant to the Basic Documents. Upon written request, the Owner Trustee will
execute and deliver to the Administrator a limited power of attorney appointing
the Administrator the Trust's agent and attorney-in-fact to prepare, or cause to
be prepared, execute and deliver all such documents, reports, filings,
instruments, certificates and opinions.

[Remainder of page intentionally left blank.]

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

WILMINGTON TRUST COMPANY
Owner Trustee

By: /s/ XXXXX X. XXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial
Services Officer

TRIAD FINANCIAL SPECIAL PURPOSE LLC
Seller

By: /s/ XXXX X. XXXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer

TRIAD FINANCIAL CORPORATION
Administrator

By: /s/ XXXX X. XXXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer

[Amended and Restated Trust Agreement]

EXHIBIT A

NUMBER
R-1

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS NOT TRANSFERABLE,
EXCEPT UNDER THE LIMITED CONDITIONS
SPECIFIED IN THE TRUST AGREEMENT

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

ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Trust, as defined below, the property of which includes a pool of retail
installment sale contracts secured by new or used automobiles, vans or light
duty trucks.

(THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF TRIAD
FINANCIAL SPECIAL PURPOSE LLC OR ANY OF ITS AFFILIATES.)

THIS CERTIFIES THAT [__________] is the registered owner of a
nonassessable, fully-paid, beneficial ownership interest in certain
distributions of Triad Automobile Receivables Trust 2002-A (the "Trust") formed
by Triad Financial Special Purpose LLC, a Delaware limited liability company
(the "Seller").

The Trust was created pursuant to a Trust Agreement dated April 1, 2002,
as amended and restated as of August 1, 2002 (the "Trust Agreement"), among the
Seller, Triad Financial Corporation (the "Administrator") and Wilmington Trust
Company, as owner trustee (the "Owner Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Trust Agreement.

This is the duly authorized Certificate designated as "Asset Backed
Certificate" (herein called the "Certificate"). Also issued under the Indenture,
dated as of August 1, 2002, between the Trust, and JPMorgan Chase Bank, as
trustee, are five classes of Notes designated as "Class A-1 1.72313% Asset
Backed Notes" (the "Class A-1 Notes"), "Class A-2 1.9900% Asset Backed Notes"
(the "Class A-2 Notes"), "Class A-3 2.6200%Asset Backed Notes" (the "Class A-3
Notes"), "Class A-4 3.2400% Asset Backed Notes" (the "Class A-4 Notes") and the
Class B Notes (the "Class B Notes"). 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 property of the Trust
includes a pool of retail installment sale contracts secured by new and used
automobiles, vans or light duty trucks (the "Receivables"), all monies due
thereunder on or after Initial Cutoff Date, security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, proceeds from
claims on certain insurance policies and certain other rights under the Trust
Agreement and the Sale and Servicing Agreement, all right, to and interest of
the

Seller in and to the Purchase Agreement dated as of August 1, 2002 between Triad
Financial Corporation and the Seller and all proceeds of the foregoing.

The holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement, the
Indenture and the Trust Agreement, as applicable.

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

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

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

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

A-2

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.

TRIAD AUTOMOBILE RECEIVABLES TRUST
2002-A

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

Dated: August 21, 2002 By:
----------------------------------
Authorized Signatory

OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust
Agreement.

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

By: By:
------------------------- --------------------------
Authenticating Agent Authorized Signatory

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

A-3

(Reverse of Certificate)

The Certificate does not represent an obligation of, or an interest in,
the Seller, the Servicer, the Owner Trustee or any Affiliates of any of them and
no recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated herein or in the Trust Agreement, the
Indenture or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections with respect to the Receivables, all as more
specifically set forth herein and in the Sale and Servicing Agreement. A copy of
each of the Sale and Servicing Agreement and the Trust Agreement may be examined
during normal business hours at the principal office of the Seller, and at such
other places, if any, designated by the Administrator, by any Certificateholder
upon written request.

The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer under the Trust Agreement at any time by the Issuer, the Administrator
and the Owner Trustee with the consent of the Note Majority and the
Certificateholder. Any such consent by the Holder of this Certificate will be
conclusive and binding on such Holder and on 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
Certificateholder.

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 Owner Trustee accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon a new Certificate evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is Wilmington Trust Company. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any expense, tax or governmental charge payable in
connection therewith.

The Owner Trustee, the Security Insurer and any agent of the Owner
Trustee or the Security Insurer may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Security Insurer nor any such agent will be affected by any
notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby will terminate upon the payment to the
Certificateholder of all amounts required to be paid to it pursuant to the Trust
Agreement and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust. The Seller or the Servicer of the
Receivables may at its option purchase the corpus of the Trust at a price
specified in the Sale and Servicing Agreement, and such purchase of the
Receivables and other property of the Trust will effect early retirement of the
Certificate; however, such right of purchase is exercisable, subject to

A-4

certain restrictions, only as of the last day of any Collection Period as of
which the Pool Balance is 10% or less of the Original Pool Balance.

The Certificate may not be acquired by (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that is
subject to subject to Section 4975 or (c) any entity whose underlying assets
include assets of a plan described in (a) or (b) above by reason of such plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding this
Certificate, the Holder hereof will be deemed to have represented and warranted
that it is not a Benefit Plan.

The recitals contained herein will be taken as the statements of the
Trust and the Owner Trustee assumes no responsibility for the correctness
thereof. The Owner Trustee makes no representations as to the validity or
sufficiency of this Certificate or of any Receivable or related document.

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

A-5

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 Registrar, with full power of substitution in the
premises.

Dated: *
----------------------------------
Signature

Guaranteed: *
----------------------------------

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

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

A-6

EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

TRIAD AUTOMOBILE RECEIVABLES TRUST 2002-A

THIS Certificate of Trust of TRIAD AUTOMOBILE RECEIVABLES TRUST
2002-A (the "Trust") is being duly executed and filed on behalf of the Trust by
the undersigned, as trustee, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

1. Name. The name of the business trust formed by this
Certificate of Trust is "Triad Automobile Receivables Trust 2002-A."

2. Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company.

3. Effective Date. This Certificate of Trust will be effective
upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee
of the Trust

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

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Table of Contents

EXHIBIT 4.2 AMENDED AND RESTATED TRUST AGREEMENT

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