<PAGE>
                                                                     EXHIBIT 4.4

                           AMBAC ASSURANCE CORPORATION

                         NOTE GUARANTY INSURANCE POLICY

                               POLICY NO. AB0969BE

Insured Party:          The Indenture Trustee (as defined herein) for the
                        benefit of the Holders (as defined herein) of the Triad
                        Automobile Receivables Trust 2006-A Asset-Backed Class A
                        Notes, issued pursuant to the Indenture.

Insured Obligations:    To the extent set forth herein, the aggregate interest
                        on and the aggregate outstanding principal balance of
                        all Class A Notes owned by Holders, such principal
                        amount not to exceed in the aggregate $822,500,000.

Policy Claim Amounts:   (i) With respect to each Distribution Date, the excess,
                        if any, without duplication, of (a) the Scheduled
                        Payment minus (b) the sum of, without duplication: (w)
                        all amounts of Available Funds for the related
                        Collection Period, (x) Additional Funds Available, if
                        any, for such Distribution Date, (y) all other funds on
                        deposit in the Collection Account, the Lockbox Account,
                        the Spread Account and any other Trust Accounts
                        available for payment of Scheduled Payments on the Class
                        A Notes on such Distribution Date and (z) any other
                        amounts available pursuant to the Basic Documents to pay
                        the Scheduled Payments on such Distribution Date, in
                        each case to the extent available in accordance with the
                        priorities set forth in the Indenture and the Sale and
                        Servicing Agreement, and (ii) with respect to any
                        Preference Payment Date, Preference Amounts; provided,
                        however, that the aggregate amount of all such
                        Preference Amounts shall be subject to the limitations
                        in such definition; provided, further, that in no event
                        shall the aggregate amount payable by the Insurer under
                        this Policy exceed the Maximum Insured Amount.

     For consideration received, AMBAC ASSURANCE CORPORATION, a Wisconsin
domiciled stock insurance corporation ("Ambac" or the "Insurer"), in
consideration of the payment of the insurance premium payable with respect
hereto, hereby unconditionally and irrevocably guarantees, subject only to (i)
proper presentation of a Notice in accordance with the terms of this Note
Guaranty Insurance Policy (together with each and every endorsement, if any,
hereto, the "Policy") and (ii) the terms of the Policy, the payment to, or at
the direction of, the Indenture Trustee, for the benefit of the Holders of the
Insured Obligations, that portion of the Policy Claim Amounts which are Due for
Payment but are unpaid by reason of Nonpayment.

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     1. Definitions.

     Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Insurance Agreement or, if not defined therein,
in the Sale and Servicing Agreement, or, if not defined therein, in the
Indenture, without giving effect to any subsequent amendment or modification
thereto unless such amendment or modification has been approved in writing by
Ambac. For purposes of the Policy, the following terms shall have the following
meanings:

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Bankruptcy Code" shall mean Title 11 of the United States Code.

     "Basic Documents" shall mean the Sale and Servicing Agreement, the
Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Insurance
Agreement, the Indenture, and all other documents and certificates delivered in
connection therewith.

     "Business Day" shall mean a day other than a Saturday, a Sunday or other
day on which commercial banks located in the states of Delaware, California, or
New York are authorized or obligated to be closed.

     "Certificate of Trust" shall mean the certificate of trust of the Issuer
substantially in the form attached as an Exhibit to the Trust Agreement.

     "Class A Notes" shall mean, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

     "Class A-1 Notes" shall mean the Class A-1 4.573628% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

     "Class A-2 Notes" shall mean the Class A-2 4.82% Asset Backed Notes, issued
pursuant to the Indenture and substantially in the form attached as an Exhibit
to the Indenture.

     "Class A-3 Notes" shall mean the Class A-3 4.77% Asset Backed Notes, issued
pursuant to the Indenture and substantially in the form attached as an Exhibit
to the Indenture.

     "Class A-4 Notes" shall mean the Class A-4 4.88% Asset Backed Notes, issued
pursuant to the Indenture and substantially in the form attached as an Exhibit
to the Indenture.

     "Collection Account" shall mean the account designated as such, established
and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.


                                        2

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     "Collection Period" shall mean, (i) with respect to the First Distribution
Date, the period beginning on the close of business on December 31, 2005 and
ending on the close of business on January 31, 2006, and (ii) with respect to
each subsequent Distribution Date, the period beginning on the opening of
business on the first day of the immediately preceding calendar month and ending
on the close of business on the last day of the immediately preceding calendar
month. Any amount stated "as of the close of business on the last day of a
Collection Period" will give effect to the following calculations as determined
as of the end of the day on such last day: (i) all applications of collections
and (ii) all distributions.

     "Depositor" shall mean Triad Financial Special Purpose LLC, a Delaware
limited liability company.

     "Distribution Date" shall mean, with respect to each Collection Period, the
12th day of the following Collection Period, or, if such day is not a Business
Day, the immediately following Business Day, commencing February 13, 2006.

     "Due for Payment" shall mean, with respect to any Policy Claim Amounts,
such amount as is due and payable pursuant to the terms of the Indenture.

     "Final Scheduled Distribution Date" shall mean, with respect to (i) the
Class A-1 Notes, the February 2007 Distribution Date, (ii) the Class A-2 Notes,
the July 2009 Distribution Date, (iii) the Class A-3 Notes, the January 2011
Distribution Date and (iv) the Class A-4 Notes, the April 2013 Distribution
Date.

     "First Distribution Date" shall mean February 13, 2006.

     "Holder" shall mean any registered owner of a Class A Note (other than a
Triad Party).

     "Indenture" shall mean that certain Indenture, dated as of January 26,
2006, by and between the Issuer and the Indenture Trustee.

     "Indenture Trustee" shall mean Citibank, N.A. not in its individual
capacity but as trustee under the Indenture, and its successors and assigns in
such capacity.

     "Insurance Agreement" shall mean that certain Insurance and Indemnity
Agreement, dated as of January 26, 2006, among the Insurer, the Issuer, Triad,
as Seller and Servicer, the Depositor and the Indenture Trustee, in regard to
the Class A Notes, as such agreement may be amended, modified or supplemented
from time to time.

     "Insured Payments" shall mean, (i) with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to, or at the direction of,
the Indenture Trustee in respect of the Policy Claim Amounts for such
Distribution Date and (ii) the aggregate amount of any Preference Amounts paid
by the Insurer on any given Business Day.

     "Insurer" shall mean Ambac, or any successor thereto, as issuer of this
Policy.


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<PAGE>

     "Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the First Distribution Date, from and including the Closing Date) to, but
excluding, such Distribution Date.

     "Interest Rate" shall mean, with respect to (i) the Class A-1 Notes,
4.573628% per annum, (ii) the Class A-2 Notes, 4.82% per annum, (iii) the Class
A-3 Notes, 4.77% per annum and (iv) the Class A-4 Notes, 4.88% per annum (in the
case of the Class A-1 Notes, computed on the basis of a 360-day year and the
actual number of days in the related Interest Period and, in the case of the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, computed on the
basis of a 360-day year consisting of twelve 30-day months).

     "Issuer" shall mean Triad Automobile Receivables Trust 2006-A, a Delaware
statutory trust.

     "Late Payment Rate" shall mean the lesser of (a) the greater of (i) the per
annum rate of interest publicly announced from time to time by Citibank, N.A. as
its prime or base lending rate (any change in such rate of interest to be
effective on the date such change is announced by Citibank, N.A.), plus 2% per
annum and (ii) the then applicable highest rate of interest on the Class A Notes
and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates. The Late Payment Rate shall be computed on the basis of
the actual number of days elapsed over a year of 360 days.

     "Lockbox Account" shall mean an account maintained by the Lockbox Bank
pursuant to Section 4.2(d) of the Sale and Servicing Agreement.

     "Lockbox Bank" shall mean, initially, Mellon Bank, N.A. and its successors
in interest, and thereafter a depositary institution named by the Servicer and
approved by the Insurer (so long as no Insurer Default has occurred and is
continuing) which provides a lockbox as part of its normal and customary
services at which the Lockbox Account is established and maintained as of such
date; provided, however, that upon the occurrence of a Servicer Termination
Event, the Controlling Party may, in its sole discretion, cause the Lockbox
Account to be established at another bank.

     "Maximum Insured Amount" shall mean $822,500,000 in respect of principal,
plus interest thereon calculated at the applicable Interest Rate for the Class A
Notes.

     "Nonpayment" shall mean, with respect to any Distribution Date, Policy
Claim Amounts which are Due for Payment but have not been paid pursuant to the
Indenture.

     "Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A or
Exhibit B, as applicable, to this Policy, the original of which is subsequently
delivered by registered or certified mail, from the Indenture Trustee specifying
the amount of any Policy Claim Amount which shall be due and owing.

     "Order" shall have the meaning given such term in Section 8 hereto.


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     "Person" shall mean any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

     "Preference Amount" shall mean any interest on or principal of the Class A
Notes which has become Due for Payment, the Nonpayment of which would have been
covered by the Policy, and which was made to a Holder by or on behalf of the
Issuer which has been deemed a preferential transfer and recoverable, or
theretofore recovered, from a Holder pursuant to the Bankruptcy Code in
accordance with a final, nonappealable order of a court of competent
jurisdiction; provided that any Preference Amount that constitutes interest
shall be limited to the amount of interest on the outstanding principal amount
of the Class A Notes (calculated at the Interest Rate for the relevant class of
Class A Notes) that has been deemed recoverable, or has been recovered, from a
Holder and shall not, in any event, include any interest on such interest
amount; provided, further, that in no event shall Ambac be obligated to make any
payment in respect to any Preference Amount to the extent that such payment,
when added to all prior payments of Policy Claim Amounts, would exceed the
Maximum Insured Amount.

     "Preference Payment Date" shall have the meaning given such term in Section
8 hereto.

     "Purchase Agreement" shall mean the Purchase Agreement between Triad
Financial Special Purpose LLC and Triad, dated as of January 26, 2006, as such
Purchase Agreement may be amended from time to time.

     "Reimbursement Amount" shall mean, as of any Distribution Date, the sum of
(x)(i) all Insured Payments paid by Ambac, but for which Ambac has not been
reimbursed prior to such Distribution Date pursuant to Section 3.3 of the
Insurance Agreement, Section 5.6 of the Indenture and Section 5.7 of the Sale
and Servicing Agreement, plus (ii) interest accrued on such Insured Payments not
previously repaid calculated at the Late Payment Rate from the date the
Indenture Trustee, or any other Person at its direction, received the related
Insured Payments or the date such Insured Payments were made, and (y) without
duplication (i) any amounts then due and owing to Ambac under the Insurance
Agreement, Section 5.6 of the Indenture and Sections 5.7(a)(vi), (vii) and (x)
of the Sale and Servicing Agreement, as certified to the Indenture Trustee by
Ambac plus (ii) interest on such amounts at the Late Payment Rate.

     "Sale and Servicing Agreement" shall mean that certain Sale and Servicing
Agreement, dated as of January 26, 2006, by and among the Issuer, the Depositor,
Triad, as Servicer and Custodian, and Citibank, N.A. as Indenture Trustee and
Backup Servicer, as the same may be amended or supplemented from time to time.

     "Scheduled Payments" shall mean, with respect to any Distribution Date, an
amount equal to the sum of (a) the Class A Noteholders' Monthly Interest
Distributable Amount and the Class A Noteholders' Parity Deficit Amount for the
related Distribution Date and, without duplication, (b) if the related
Distribution Date is the Final Scheduled Distribution Date for any class of
Class A Notes, the outstanding principal amount of such Class on such date after
application of all funds available to pay principal amounts on such Class of
Class A Notes from all sources other than the Policy; provided that Scheduled
Payments shall not include (x) any portion of a Class A Noteholders' Monthly
Interest Distributable Amount or of a Class A


                                        5

<PAGE>

Noteholders' Interest Carryover Amount due to Holders because the Notice in
proper form was not timely received by Ambac, or (y) any portion of a Class A
Noteholders' Interest Distributable Amount due to Holders representing interest
on any Class A Noteholders' Interest Carryover Amount accrued from and including
the date of payment of the amount of such Class A Noteholders' Interest
Carryover Amount pursuant to the Policy.

     "Seller" shall mean Triad Financial Corporation, a California corporation,
and its successors and assigns.

     "Servicer" shall mean Triad Financial Corporation, a California
corporation, and its successors and assigns.

     "Spread Account" shall mean the account designated as such, established and
maintained pursuant to Section 5.5 of the Sale and Servicing Agreement.

     "Triad" shall mean Triad Financial Corporation, a California corporation,
and its successors and assigns.

     "Triad Party" shall mean any of the Issuer, the Depositor, Triad, the
Servicer, the originator, the Holder of the Residual Certificate and any of
their respective Affiliates.

     "Trust Accounts" shall have the meaning assigned thereto in Section 5.1 of
the Sale and Servicing Agreement.

     "Trust Agreement" shall mean the Trust Agreement dated as of December 13,
2005 among Triad, as Administrator, the Depositor and Wilmington Trust Company,
not in its individual capacity but solely as Owner Trustee, as amended and
restated as of January 26, 2006, as the same may be amended or supplemented from
time to time.

     2. Payments under the Policy.

     (a) Upon the presentation by the Indenture Trustee to Ambac at Ambac's
principal office in respect of the applicable Distribution Date of a duly
executed Notice, Ambac will make or cause to be made to the Indenture Trustee,
on the guarantee set forth in the first paragraph of this Policy, payment in an
amount equal to the applicable Policy Claim Amount.

     (b) Amounts payable in respect of any Policy Claim Amounts due hereunder,
unless otherwise stated herein, will be distributed by Ambac to, or at the
direction of, the Indenture Trustee, by wire transfer of immediately available
funds. Solely the Indenture Trustee on behalf of the Holders shall have the
right to make a claim for a Policy Claim Amount under this Policy.

     (c) Ambac's payment obligations hereunder with respect to particular Policy
Claim Amounts shall be discharged to the extent funds equal to the applicable
Policy Claim Amounts are paid by Ambac to, or at the direction of, the Indenture
Trustee in accordance with the Indenture Trustee's requests, whether or not such
funds are properly applied by the Indenture Trustee. Payments of Policy Claim
Amounts shall be made only at the time set forth in this Policy, and no
accelerated Insured Payments shall be made except to the extent that Ambac has
specified an earlier date for payment at its sole option. This Policy does not
insure against loss


                                        6

<PAGE>

of any prepayment or other acceleration payment which at any time may become due
in respect of any Insured Obligations, other than at the sole option of the
Insurer, nor against any risk other than Nonpayment, including failure of the
Indenture Trustee to pay any Policy Claim Amounts or Scheduled Payments due to
Holders.

     (d) Notwithstanding anything to the contrary set forth herein, in no event
shall the aggregate amount paid by Ambac hereunder exceed the Maximum Insured
Amount hereunder.

     3. Presentation of Notice of Non-Payment and Demand.

     (a) Notwithstanding any other provision of this Policy but subject to
Section 8 hereof with respect to Preference Amounts, the Insurer will pay any
Policy Claim Amounts payable hereunder other than with respect to Preference
Amounts to, or at the direction of, the Indenture Trustee no later than 12:00
noon, New York City time, on the later of (i) the Distribution Date on which the
related Policy Claim Amount is due for payment under the Indenture or (ii) the
second Business Day following actual receipt in New York, New York on a Business
Day by the Insurer of a Notice in the form attached as Exhibit A, appropriately
completed and executed by the Indenture Trustee; provided that, if such Notice
is received after 12:00 noon, New York City time, on such Business Day, it will
be deemed to be received before 12:00 noon, New York City time, on the following
Business Day.

     (b) If any such Notice is not in proper form or is otherwise insufficient
for the purpose of making a claim under this Policy, it shall be deemed not to
have been received by the Insurer for purposes of this Policy, and the Insurer
shall promptly so advise the Indenture Trustee in writing and the Indenture
Trustee may submit an amended or corrected Notice. If such an amended or
corrected Notice is in proper form and is otherwise sufficient for the purpose
of making a claim under this Policy, it shall be deemed to have been timely
received on the Business Day of such resubmission subject to the proviso in (a)
above.


                                        7

<PAGE>

     4. Waiver. To the fullest extent permitted by applicable law, Ambac hereby
waives and agrees not to assert any and all rights and defenses, to the extent
such rights and defenses may be available to Ambac, to avoid payment of its
obligations under this Policy in accordance with the express provisions hereof.
Without limitation of the foregoing, Ambac hereby waives and agrees not to
assert any and all rights to require the Indenture Trustee to make demand on or
to proceed against any Person, party or security prior to demanding payment
under this Policy. For the avoidance of doubt, Ambac does not waive its right to
seek payment of all Reimbursement Amounts to which it is entitled.

     5. Subrogation. Upon any payment hereunder, in furtherance and not in
limitation of Ambac's equitable right of subrogation and Ambac's rights under
the Insurance Agreement, Ambac will, to the extent of such payment by Ambac
hereunder, be subrogated to the rights of any Holder to receive any and all
amounts due in respect of the Insured Obligations as to which such Insured
Payment was made, to the extent of any payment by Ambac under this Policy and
Ambac will be a co-beneficiary of the Indenture Trustee's lien under the
Indenture.

     6. Communications. All notices, presentations, transmissions, deliveries
and communications made by the Indenture Trustee to Ambac with respect to this
Policy shall specifically refer to the number of this Policy and shall be made
to Ambac at:

          Ambac Assurance Corporation
          One State Street Plaza
          New York, New York 10004
          Attention: Asset-Backed Securities Department Head
                     General Counsel - URGENT
          Phone: (212) 208-3283
          Fax: (212) 556-3556

or to such other address, officer, telephone number or facsimile number as Ambac
may designate to the Indenture Trustee from time to time.

     7. Nature of the Obligations. Except as expressly provided herein, the
obligations of Ambac under this Policy are irrevocable, absolute and
unconditional.

     8. Termination. This Policy and the obligations of Ambac hereunder shall
terminate upon the earlier of:

     (a) the date on which all of the Policy Claim Amounts have been paid in
full by Ambac to, or at the direction of, the Indenture Trustee; or

     (b) the close of business on the third (3rd) Business Day after the earlier
of (a) the Final Scheduled Distribution Date that occurs last for a class of
Class A Notes and (b) the date on which all principal and interest on the Class
A Notes has been paid in full;

provided,  however,  that notwithstanding the occurrence of any of the foregoing
events, the Insurer shall pay any Preference Amount when due to be paid pursuant
to an Order  referred  to  below,  but in any  event no  earlier  than the fifth
Business Day following  actual receipt by the Insurer of (i) a certified copy of
the final, nonappealable order of a court or other body exercising


                                        8

<PAGE>

jurisdiction to the effect that a Holder is required to return such Preference
Amount paid during the term of this Policy because the payments of such amounts
were avoided as a preferential transfer or otherwise rescinded or required to be
restored by the Indenture Trustee or such Holder (the "Order"), (ii) an opinion
of counsel satisfactory to the Insurer stating that the Order has been entered
and is final and not subject to any stay, (iii) an assignment, in form and
substance satisfactory to the Insurer, duly executed and delivered by such
Holder and the Indenture Trustee, irrevocably assigning to the Insurer all
rights and claims of the Indenture Trustee and such Holder relating to or
arising under the Indenture or otherwise with respect to such Preference Amount,
(iv) appropriate instruments in form satisfactory to the Insurer to effect the
appointment of the Insurer as agent for the Indenture Trustee and such Holder in
any legal proceeding related to such Preference Amount, and (v) a Notice (in the
form attached as Exhibit B) appropriately completed and executed by the
Indenture Trustee (the "Preference Payment Date"); provided, further, that (I)
if such documents are received by the Insurer after 12:00 noon, New York City
time, on such Business Day, they will be deemed to be received before 12:00
noon, New York City time, on the following Business Day, (II) the Insurer shall
not be obligated to pay any Preference Amount in respect of principal (other
than the Class A Noteholders' Parity Deficit Amount) prior to the Final
Scheduled Distribution Date for the relevant class of Class A Notes and (III)
any Preference Amount that constitutes interest shall be limited to the amount
of interest on the Outstanding Amount of the Class A Notes (calculated at the
Interest Rate for the relevant class of Class A Notes) that has been deemed
recoverable, or has been recovered, from a Holder and shall not, in any event,
include any interest on such interest amount. Such payment shall be disbursed to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Order, and not to the Indenture Trustee or the Holder directly, unless
the Indenture Trustee or the relevant Holder has made a payment of the
Preference Amount to the court or such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
the Insurer will pay the Indenture Trustee, or as directed by the Indenture
Trustee, to the extent of the payment of the Preference Amount, subject to the
delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v)
above to the Insurer and (b) evidence satisfactory to the Insurer that payment
has been made to such court or receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order.

     Notwithstanding the foregoing, in no event shall Ambac be obligated to make
any payment in respect of any Preference Amount (i) to the extent that such
payment, when added to all prior payments of Policy Claim Amounts, would exceed
the Maximum Insured Amount or (ii) prior to the time Ambac would have been
required to pay a Policy Claim Amount pursuant to Section 3 of this Policy.


                                        9

<PAGE>

     9. There shall be no acceleration payment due under this Policy unless such
acceleration is at the sole option of the Insurer. This Policy does not cover
(i) premiums, if any, payable in respect of the Class A Notes, (ii) shortfalls,
if any, attributable to any payment of withholding taxes (including penalties
and interest in respect of any such liability) or (iii) any risk other than
Nonpayment, including the failure of the Indenture Trustee to apply, disburse,
transfer or direct Policy payments or Available Funds or other amounts in
accordance with the Indenture to Holders or to any other party.

     10. Miscellaneous.

     (a) This Policy sets forth the full understanding of Ambac. The Policy is
noncancelable by Ambac for any reason, including failure to receive payment of
any premium due hereunder.

     (b) This Policy is issued pursuant to, and shall be construed under, the
laws of the State of New York, without giving effect to the conflicts of laws
rules thereof, as contemplated in Section 5-1401 of the New York General
Obligations Law.

     (c) THE INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.

     (d) Any notice hereunder or service of process on Ambac may be made at the
address listed above for Ambac or such other address as Ambac shall specify in
writing to the Indenture Trustee.

     (e) The premium of this Policy is not refundable for any reason. The
premium will be payable on this Policy on each Distribution Date as provided in
the Insurance Agreement, beginning with the First Distribution Date.

     ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.


                                       10

<PAGE>

     IN WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance Policy to
be executed and attested this 26th day of January, 2006.

                                        AMBAC ASSURANCE CORPORATION


                                        By: /s/ Michael Babick
                                            ------------------------------------
                                        Name: Michael Babick
                                        Title: Managing Director


Attest:


By: /s/ Kathleen Drennen
    ---------------------------------
Name: Kathleen Drennen
Title: Assistant Secretary


                                       11

<PAGE>

                                    EXHIBIT A

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0969BE

                         NOTICE OF NONPAYMENT AND DEMAND
                         FOR PAYMENT OF INSURED AMOUNTS
                         (OTHER THAN PREFERENCE AMOUNT)

                               Date: ___________

Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004

Attention: Asset-Backed Securities Department Head
           General Counsel - URGENT

     Reference is made to Note Guaranty Insurance Policy No. AB0969BE (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

     The undersigned hereby certifies as follows:

     1.   It is the Indenture Trustee under the Indenture, and is acting for the
          Holders.

     2.   The relevant Distribution Date is [date].

     3.   There is an amount of $_____________ with respect to such Distribution
          Date, which amount is a Policy Claim Amount which is Due for Payment.

     4.   The Indenture Trustee has not heretofore made a demand for the Policy
          Claim Amount in respect of such Distribution Date.

     5.   The Indenture Trustee hereby requests the payment of the Policy Claim
          Amount that is Due for Payment be made by Ambac under the Policy and
          directs that payment under the Policy be made to the Indenture Trustee
          to the following account by bank wire transfer of federal or other
          immediately available funds in accordance with the terms of the Policy
          to: _____________. (1)

     6.   The Indenture Trustee hereby agrees that, following receipt by the
          Indenture Trustee of the Insured Payment from Ambac, it shall (a) hold
          such amounts in trust and apply the same directly to the distribution
          of payments in respect of the

----------
(1)  The account number of the Indenture Trustee.

<PAGE>

          Class A Notes when due, (b) not apply such funds for any other
          purpose, and (c) maintain an accurate record of such payments with
          respect to the Class A Notes and the corresponding claim on the Policy
          and proceeds thereof.

     7.   The Indenture Trustee hereby assigns to Ambac all rights, and confirms
          that the Holders have assigned all rights, under the Insured
          Obligations in respect of which payment is being requested to Ambac.

     ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------
                                               (Officer)


                                       A-2

<PAGE>

                                    EXHIBIT B

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0969BE

                         NOTICE OF NONPAYMENT AND DEMAND
                        FOR PAYMENT OF PREFERENCE AMOUNT

                               Date: ___________

Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004

Attention: Asset-Backed Securities Department Head
           General Counsel - URGENT

     Reference is made to Note Guaranty Insurance Policy No. AB0969BE (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

     The undersigned hereby certifies as follows:

     1.   It is the Indenture Trustee under the Indenture, and is acting for the
          Holders.

     2.   [A payment previously made in respect of the Class A Notes pursuant to
          the Indenture has become a Preference Amount, as indicated by the
          attached Order.]

     3.   The Holder of the applicable Class A Notes has certified that the
          Order has been entered and is not subject to stay.

     4.   The amount of the Preference Amount is $___________, and consists of
          interest in the amount of $___________ paid on ___________, _______,
          [and principal in the amount of $___________ paid on ___________,
          _______.]

     5.   Neither the Indenture Trustee nor the Holder has heretofore made a
          demand for such Preference Amount.

     6.   The Indenture Trustee hereby requests the payment of the Insured
          Payment be made by Ambac under the Policy and directs that payment
          under the Policy be made to the Indenture Trustee to the following
          account by bank wire transfer of

<PAGE>

          federal or other immediately available funds in accordance with the
          terms of the Policy to: _______. (2)

     7.   The Indenture Trustee hereby agrees that if such Insured Payment is
          made to the Indenture Trustee, following receipt of such Insured
          Payment from Ambac, it shall (a) hold such amounts in trust and apply
          the same directly to the Holder for payment of the Preference Amount,
          (b) not apply such funds for any other purpose, and (c) maintain an
          accurate record of such payments with respect to the Class A Notes and
          the corresponding claim on the Policy and proceeds thereof.

     8.   The Indenture Trustee hereby assigns to Ambac all rights, and confirms
          that the Holders have assigned all rights, under the Insured
          Obligations in respect of which payment is being requested to Ambac.

     ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL
PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM
FOR EACH SUCH VIOLATION.


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------
                                               (Officer)

----------
(2)  The account of the relevant receiver, conservator,  debtor-in-possession or
     trustee  in  bankruptcy  named in Order,  unless  the  Holder or  Indenture
     Trustee has already  paid such  Preference  Amount to such party,  in which
     case, the account of the payor.


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