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                                                                     EXHIBIT 4.4

                           AMBAC ASSURANCE CORPORATION

                         NOTE GUARANTY INSURANCE POLICY

                           Policy No. AB0656BE

Insured Party:             The Indenture Trustee (as defined herein) for the
                           benefit of the Holders (as defined herein) of the
                           Triad Automobile Receivables Trust 2003-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
                           $911,000,000.

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.

         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

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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.

         "Auto Loan Purchase and Sale Agreement" shall mean any agreement
between a Third Party Lender and the Servicer relating to the acquisition of
Receivables from a Third Party Lender by the Servicer.

         "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-A Notes, the Class A-2-B Notes, the Class A-3 Notes and the Class A-4
Notes.

         "Class A-1 Notes" shall mean the Class A-1 1.25% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

         "Class A-2-A Notes" shall mean the Class A-2-A 1.59% Asset Backed
Notes, issued pursuant to the Indenture and substantially in the form attached
as an Exhibit to the Indenture.

         "Class A-2-B Notes" shall mean the Class A-2-B LIBOR + 0.09% 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 LIBOR + 0.19% 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 LIBOR + 0.36% Asset Backed
Notes, issued pursuant to the Indenture and substantially in the form attached
as an Exhibit to the Indenture.

         "Collateral" shall mean (a) the Receivables; (b) an assignment of the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles; (c)
with respect to the Receivables, the right to cause the related Dealer or
Third-Party Lender to repurchase such Receivables as a result of a breach of
representation or warranty in the related Dealer Agreement or the related Auto
Loan Purchase and Sale Agreement, respectively; (d) all

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rights under any Service Contracts on the related Financed Vehicles; (e) any
proceeds with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies covering Financed Vehicles or
Obligors; (f) the Trust Accounts and all funds on deposit from time to time in
the Trust Accounts, and in all investments and proceeds thereof and all rights
of the Issuer therein (including all income thereon); (g) the Issuer's rights
and benefits, but none of its obligations or burdens, under the Purchase
Agreement, including the delivery requirements, representations and warranties
and the cure and repurchase obligations of the Servicer under the Purchase
Agreement; (h) all items contained in the Receivable Files and any and all other
documents that the Servicer keeps on file in accordance with its customary
procedures relating to the Receivables, the Obligors or the Financed Vehicles;
(i) the Issuer's rights and benefits, but none of its obligations or burdens,
under the Sale and Servicing Agreement (including all rights of the Depositor
under the Purchase Agreement); and (j) all present and future claims, demands,
causes and choses of action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.

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

         "Collection Period" shall mean, (i) with respect to the First
Distribution Date, the period beginning on the close of business on February 28,
2003 and ending on the close of business on March 31, 2003, 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.

         "Dealer" shall mean a dealer who sold a Financed Vehicle and who
originated and assigned the respective Receivable to the Servicer under a Dealer
Agreement or pursuant to a Dealer Assignment.

         "Dealer Agreement" shall mean any agreement between a Dealer and the
Servicer relating to the acquisition of Receivables from the Dealer by the
Servicer.

         "Dealer Assignment" shall mean, with respect to a Receivable, the
executed assignment executed by the Dealer conveying such Receivable to the
Servicer.

         "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 April 14, 2003.

         "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.

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         "Final Scheduled Distribution Date" shall mean, with respect to (i) the
Class A-1 Notes, the April 2004 Distribution Date, (ii) the Class A-2-A Notes,
the May 2006 Distribution Date, (iii) the Class A-2-B Notes, the May 2006
Distribution Date, (iv) the Class A-3 Notes, the July 2007 Distribution Date and
(v) the Class A-4 Notes, the September 2009 Distribution Date.

         "Financed Vehicle" shall mean an automobile or light-duty truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.

         "First Distribution Date" shall mean April 14, 2003.

         "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 March 1,
2003, by and between the Issuer and the Indenture Trustee.

         "Indenture Trustee" shall mean JPMorgan Chase Bank, 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 March 26, 2003, 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 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.

         "Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the most recent Distribution Date on which
interest has been paid (or, in the case of the First Distribution Date, from and
including the Closing Date) to, but excluding, the following Distribution Date.

         "Interest Rate" shall mean, with respect to (i) the Class A-1 Notes,
1.25% per annum, (ii) the Class A-2-A Notes, 1.59% per annum, (iii) the Class
A-2-B Notes, LIBOR plus 0.09% per annum, (iv) the Class A-3 Notes, LIBOR plus
0.19% per annum and (v) the Class A-4 Notes, LIBOR plus 0.36% per annum (in the
case of the Class A-1 Notes, the A-2-B Notes, the A-3 Notes and the A-4 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-A Notes, computed on
the basis of a 360-day year consisting of twelve 30-day months).

         "Issuer" shall mean Triad Automobile Receivables Trust 2003-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.

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         "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 $911,000,000 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 Insured Payment which shall be due and owing.

         "Obligor" shall mean, on a Receivable, the purchaser or co-purchaser(s)
of the Financed Vehicle and any other Person who owes payments under the
Receivable.

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

         "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 its 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) accrued as of the last day of the applicable interest accrual
period with respect to the Class A Notes and shall not, in any event, include
any interest on the Class A Notes accrued after such date or 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 the
Depositor and Triad, dated as of March 1, 2003, as such Purchase Agreement may
be amended from time to time.

         "Receivables" shall mean any of the motor vehicle retail installment
sale contracts, installment loan contracts or notes and security agreements
listed in Schedule A to the Sale and Servicing Agreement.

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         "Receivable Files" shall mean the documents relating to the Receivables
specified in Section 3.3 of the Sale and Servicing Agreement.

         "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(b)(xi) and (xiv) 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 March 1, 2003, by and among the Issuer, the
Depositor, Triad, as Servicer and Custodian, and the Indenture Trustee.

         "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 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.

         "Service Contract" shall mean, with respect to a Financed Vehicle, the
agreement, if any, financed under the related Receivable that provides for the
repair of the Financed Vehicle.

         "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.

         "Third Party Lender" shall mean an entity that originated a loan to a
consumer or was the original assignee of a motor vehicle retail installment sale
contract from a dealer for the purchase of a motor vehicle and sold the loan or
motor vehicle retail installment sale contract to the Servicer pursuant to an
Auto Loan Purchase and Sale Agreement.

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

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         "Triad Party" shall mean any of the Issuer, the Depositor, the Servicer
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 February
5, 2003 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 March 26, 2003, 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 an Insured Payment 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 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 third 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,

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                  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 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.

         4.       Waiver. 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

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         (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 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 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)
accrued as of the last day of the applicable interest accrual period with
respect to the Class A Notes and shall not, in any event, include any interest
on the Class A Notes accrued after such date or 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 make an Insured Payment pursuant to Section 3 of this Policy.

         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.

FORM NO.: 2B-00-22-63 (8/02)

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         10.      Miscellaneous.

         (a)      This Policy sets forth the full understanding of Ambac and,
                  except as expressly provided herein, or as otherwise agreed in
                  writing hereafter by Ambac and the Indenture Trustee, may not
                  be canceled or revoked.

         (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.

FORM NO.: 2B-00-22-63 (8/02)

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         IN WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance
Policy to be executed and attested this 26th day of March, 2003.

                                               AMBAC ASSURANCE CORPORATION

                                               By: /s/ Michael Babick
                                                   ---------------------------
                                                   Name:  Michael Babick
                                                   Title: First Vice President

Attest:

/s/ Melissa Verse
-------------------------------
Name:  Melissa Verse
Title: Assistant Vice President

FORM NO.: 2B-00-22-63 (8/02)

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                                    EXHIBIT A

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0656BE

                         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. AB0656BE (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

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

(1)      The account number of the Indenture Trustee.

                                      A-1

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                  same directly to the distribution of payments in respect of
                  the 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. AB0656BE

                         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. AB0656BE (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 federal or
                  other immediately available funds in accordance with the terms
                  of the Policy to:_______.(2)

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

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

                                      B-1

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         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)

                                      B-2