<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

================================================================================

                    TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                       Class A-1 1.13% Asset Backed Notes
                       Class A-2 1.66% Asset Backed Notes
                       Class A-3 2.48% Asset Backed Notes
                       Class A-4 3.20% Asset Backed Notes
                        Class B 8.00% Asset Backed Notes

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

                                    INDENTURE

                           Dated as of October 1, 2003

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

                               JPMORGAN CHASE BANK
                                Indenture Trustee

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE......................................................     2

        SECTION 1.1  Definitions..........................................................................     2
        SECTION 1.2  Incorporation by Reference of Trust Indenture Act....................................    10
        SECTION 1.3  Rules of Construction................................................................    11

ARTICLE II THE NOTES......................................................................................    11

        SECTION 2.1  Form.................................................................................    11
        SECTION 2.2  Execution, Authentication and Delivery...............................................    11
        SECTION 2.3  Temporary Notes......................................................................    12
        SECTION 2.4  Registration; Registration of Transfer and Exchange..................................    12
        SECTION 2.5  Mutilated, Destroyed, Lost or Stolen Notes...........................................    15
        SECTION 2.6  Persons Deemed Owner.................................................................    15
        SECTION 2.7  Payment of Principal and Interest; Defaulted Interest................................    16
        SECTION 2.8  Cancellation.........................................................................    17
        SECTION 2.9  Release of Collateral................................................................    17
        SECTION 2.10 Book-Entry Notes.....................................................................    17
        SECTION 2.11 Notices to Clearing Agency...........................................................    18
        SECTION 2.12 Definitive Notes.....................................................................    18

ARTICLE III COVENANTS.....................................................................................    19

        SECTION 3.1  Payment of Principal and Interest....................................................    19
        SECTION 3.2  Maintenance of Office or Agency......................................................    19
        SECTION 3.3  Money for Payments to be Held in Trust...............................................    19
        SECTION 3.4  Existence............................................................................    21
        SECTION 3.5  Protection of Trust Estate...........................................................    21
        SECTION 3.6  Opinions as to Trust Estate..........................................................    22
        SECTION 3.7  Performance of Obligations; Servicing of Receivables.................................    22
        SECTION 3.8  Negative Covenants...................................................................    23
        SECTION 3.9  Annual Statement as to Compliance....................................................    24
        SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms...................................    24
        SECTION 3.11 Successor or Transferee..............................................................    26
        SECTION 3.12 No Other Business....................................................................    26
        SECTION 3.13 No Borrowing.........................................................................    27
        SECTION 3.14 Servicer's Obligations...............................................................    27
        SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities....................................    27
        SECTION 3.16 Capital Expenditures.................................................................    27
        SECTION 3.17 Compliance with Laws.................................................................    27
        SECTION 3.18 Restricted Payments..................................................................    27
        SECTION 3.19 Notice of Events of Default..........................................................    27
        SECTION 3.20 Further Instruments and Acts.........................................................    28
        SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement.......................    28
        SECTION 3.22 Income Tax Characterization..........................................................    28

ARTICLE IV SATISFACTION AND DISCHARGE.....................................................................    28

        SECTION 4.1  Satisfaction and Discharge of Indenture..............................................    28
        SECTION 4.2  Application of Trust Money...........................................................    29
        SECTION 4.3  Repayment of Moneys Held by Note Paying Agent........................................    29

ARTICLE V REMEDIES........................................................................................    30

        SECTION 5.1  Events of Default....................................................................    30
        SECTION 5.2  Rights Upon Event of Default.........................................................    31
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
        SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee............    32
        SECTION 5.4  Remedies.............................................................................    34
        SECTION 5.5  Optional Preservation of the Receivables.............................................    36
        SECTION 5.6  Priorities...........................................................................    36
        SECTION 5.7  Limitation of Suits..................................................................    37
        SECTION 5.8  Unconditional Rights of Noteholders To Receive Principal and Interest................    38
        SECTION 5.9  Restoration of Rights and Remedies...................................................    38
        SECTION 5.10 Rights and Remedies Cumulative.......................................................    38
        SECTION 5.11 Delay or Omission Not a Waiver.......................................................    38
        SECTION 5.12 Control by Noteholders...............................................................    38
        SECTION 5.13 Waiver of Past Defaults..............................................................    39
        SECTION 5.14 Undertaking for Costs................................................................    39
        SECTION 5.15 Waiver of Stay or Extension Laws.....................................................    39
        SECTION 5.16 Action on Notes......................................................................    40
        SECTION 5.17 Performance and Enforcement of Certain Obligations...................................    40

ARTICLE VI THE INDENTURE TRUSTEE..........................................................................    40

        SECTION 6.1  Duties of Indenture Trustee..........................................................    40
        SECTION 6.2  Rights of Indenture Trustee..........................................................    42
        SECTION 6.3  Individual Rights of Indenture Trustee...............................................    44
        SECTION 6.4  Indenture Trustee's Disclaimer.......................................................    44
        SECTION 6.5  Notice of Defaults...................................................................    44
        SECTION 6.6  Reports by Indenture Trustee to Holders..............................................    44
        SECTION 6.7  Compensation and Indemnity...........................................................    44
        SECTION 6.8  Replacement of Indenture Trustee.....................................................    45
        SECTION 6.9  Successor Indenture Trustee by Merger................................................    47
        SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee....................    47
        SECTION 6.11 Eligibility: Disqualification........................................................    48
        SECTION 6.12 Preferential Collection of Claims Against Issuer.....................................    48
        SECTION 6.13 Representations and Warranties of the Indenture Trustee..............................    49
        SECTION 6.14 Waiver of Setoffs....................................................................    49
        SECTION 6.15 Control by the Controlling Party.....................................................    49

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS................................................................    49

        SECTION 7.1  Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders............    49
        SECTION 7.2  Preservation of Information; Communications to Noteholders...........................    50
        SECTION 7.3  Reports by Issuer....................................................................    50
        SECTION 7.4  Reports by Indenture Trustee.........................................................    51

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.........................................................    51

        SECTION 8.1  Collection of Money..................................................................    51
        SECTION 8.2  Release of Trust Estate..............................................................    51
        SECTION 8.3  Opinion of Counsel...................................................................    52

ARTICLE IX SUPPLEMENTAL INDENTURES........................................................................    52

        SECTION 9.1  Supplemental Indentures Without Consent of Noteholders...............................    52
        SECTION 9.2  Supplemental Indentures with Consent of Noteholders..................................    53
        SECTION 9.3  Execution of Supplemental Indentures.................................................    54
        SECTION 9.4  Effect of Supplemental Indenture.....................................................    55
        SECTION 9.5  Conformity With Trust Indenture Act..................................................    55
        SECTION 9.6  Reference in Notes to Supplemental Indentures........................................    55

ARTICLE X REDEMPTION OF NOTES.............................................................................    55

        SECTION 10.1 Redemption...........................................................................    55
        SECTION 10.2 Form of Redemption Notice............................................................    56
        SECTION 10.3 Notes Payable on Redemption Date.....................................................    56
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
ARTICLE XI MISCELLANEOUS..................................................................................    56

       SECTION 11.1 Compliance Certificates and Opinions, etc.............................................    56
       SECTION 11.2 Form of Documents Delivered to Indenture Trustee......................................    58
       SECTION 11.3 Acts of Noteholders...................................................................    59
       SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.......................    59
       SECTION 11.5 Notices to Noteholders; Waiver........................................................    61
       SECTION 11.6 [Reserved]............................................................................    61
       SECTION 11.7 Conflict with Trust Indenture Act.....................................................    61
       SECTION 11.8 Effect of Headings and Table of Contents..............................................    62
       SECTION 11.9 Successors and Assigns................................................................    62
       SECTION 11.10 Separability.........................................................................    62
       SECTION 11.11 Benefits of Indenture................................................................    62
       SECTION 11.12 Legal Holidays.......................................................................    62
       SECTION 11.13 Governing Law........................................................................    63
       SECTION 11.14 Counterparts.........................................................................    63
       SECTION 11.15 Recording of Indenture...............................................................    63
       SECTION 11.16 Trust Obligation.....................................................................    63
       SECTION 11.17 Limitation of Liability of Owner Trustee.............................................    63
       SECTION 11.18 No Petition..........................................................................    64
       SECTION 11.19 Inspection...........................................................................    64
</TABLE>

EXHIBITS

       EXHIBIT A-1   Form of Class A-1 Note
       EXHIBIT A-2   Form of Class A-2 Note
       EXHIBIT A-3   Form of Class A-3 Note
       EXHIBIT A-4   Form of Class A-4 Note
       EXHIBIT B     Form of Class B Note
       EXHIBIT C     Form of Certificate as to Initial Purchase
       EXHIBIT D     Form of Qualified Institutional Buyer Transferee's
                      Certificate

                                      iii

<PAGE>

                              CROSS-REFERENCE TABLE

                  Cross-reference sheet showing the location in the Indenture of
the provisions inserted pursuant to Sections 310 through 318(a) inclusive of the
Trust Indenture Act of 1939.(1)

<TABLE>
<CAPTION>
              Trust Indenture Act of 1939                                            Indenture Section
              ---------------------------                                            -----------------
<S>                                                                                  <C>
Section 310
         (a) (1)................................................................           6.11
         (a) (2)................................................................           6.11
         (a) (3)................................................................           6.10
         (a) (4)................................................................      Not Applicable
         (a) (5)................................................................           6.11
         (b)....................................................................            6.9
         (c)....................................................................      Not Applicable
Section 311
         (a)....................................................................           6.12
         (b)....................................................................           6.12
         (c)....................................................................      Not Applicable
Section 312
         (a)....................................................................        7.1, 7.2(a)
         (b)....................................................................          7.2(b)
         (c)....................................................................          7.2(c)
Section 313
         (a)....................................................................          7.3(a)
         (b)....................................................................          7.3(a)
         (c)....................................................................        7.3(a), 7.4
         (d)....................................................................          7.3(a)
Section 314
         (a)(1).................................................................          7.3(a)
         (a)(2).................................................................          7.3(a)
         (a)(3).................................................................            8.2
         (a)(4).................................................................            8.2
         (b)(1).................................................................           11.1
         (b)(2).................................................................            3.6
         (c)(1).................................................................       4.1, 8.2, 11.1
         (c)(2)                                                                        4.1, 8.2, 11.1
         (c)(3).................................................................            8.2
         (d)(1).................................................................           11.1
         (d)(2).................................................................           11.1
         (d)(3).................................................................           11.1
         (e)....................................................................           11.1(a)
</TABLE>

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

(1) This Cross-Reference Table is not part of the Indenture.

                                       i

<PAGE>

<TABLE>
<S>                                                                                  <C>
Section 315
         (a)....................................................................     6.1(b), 6.1(c)(i)
         (b)....................................................................         6.5, 11.5
         (c)....................................................................          6.1(a)
         (d)(1).................................................................      6.1(b), 6.1(c)
         (d)(2).................................................................        6.1(c)(ii)
         (d)(3).................................................................        6.1(c)(iii)
         (e)....................................................................           5.14
Section 316
         (a)....................................................................            5.3
         (b)....................................................................            5.8
         (c)....................................................................         7.1, 10.2
Section 317
         (a)(1).................................................................            5.3
         (a)(2).................................................................            5.6
         (b)....................................................................            3.1
Section 318
         (a)....................................................................           11.7
</TABLE>

                                       ii

<PAGE>

                  INDENTURE dated as of October 1, 2003, between TRIAD
AUTOMOBILE RECEIVABLES TRUST 2003-B, a Delaware statutory trust (the "Issuer"),
and JPMORGAN CHASE BANK, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the benefit of the Holders of the Issuer's Class A-1 1.13% Asset
Backed Notes (the "Class A-1 Notes"), the Class A-2 1.66% Asset Backed Notes
(the "Class A-2 Notes"), the Class A-3 2.48% Asset Backed Notes (the "Class A-3
Notes), the Class A-4 3.20% Asset Backed Notes (the "Class A-4 Notes", and
collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Class A Notes") and the Class B 8.00% Asset Backed Notes (the "Class
B Notes" and collectively with the Class A Notes, the "Notes").

                  As security for the payment and performance by the Issuer of
its obligations under this Indenture and the Notes, the Issuer has agreed to
assign the Collateral (as defined below) as collateral to the Indenture Trustee
on behalf of the Noteholders.

                  MBIA Insurance Corporation (the "Insurer") has issued and
delivered a financial guaranty insurance policy, dated the Closing Date (with
endorsements, the "Note Policy"), pursuant to which the Insurer guarantees
Policy Claim Amounts , as defined in the Note Policy.

                  As an inducement to the Insurer to issue and deliver the Note
Policy, the Issuer and the Insurer have executed and delivered the Insurance and
Indemnity Agreement, dated as of October 29, 2003 (as amended from time to time,
the "Insurance Agreement"), among the Insurer, the Issuer, the Indenture
Trustee, Triad Financial Corporation and Triad Financial Special Purpose LLC.

                  As an additional inducement to the Insurer to issue the Note
Policy, and as security for the performance by the Issuer of the Insurer Issuer
Secured Obligations and as security for the performance by the Issuer of the
Indenture Trustee Issuer Secured Obligations, the Issuer has agreed to assign
the Collateral (as defined below) as collateral to the Indenture Trustee for the
benefit of the Issuer Secured Parties, as their respective interests may appear.

                                       1

<PAGE>

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, for the benefit of the Issuer Secured Parties, all of the Issuer's
right, title and interest in and to (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 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 Triad under the Purchase Agreement; (h) all items
contained in the Receivable Files and any and all other documents that Triad
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 of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash 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 (collectively, the "Collateral").

                  The foregoing Grant is made in trust to the Indenture Trustee
on behalf of the Noteholders and for the benefit of the Insurer. The Indenture
Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the end that the interests of such parties,
recognizing the priorities of their respective interests, may be adequately and
effectively protected.

                                   ARTICLE I

                   Definitions and Incorporation by Reference

                  SECTION 1.1 Definitions. Except as otherwise specified herein,
the following terms have the respective meanings set forth below for all
purposes of this Indenture.

                  "Act" has the meaning specified in Section 11.3(a).

                                       2

<PAGE>

                  "Affiliate" means, 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 specified 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. A Person will not be
deemed to be an Affiliate of any person solely because such other Person has the
contractual right or obligation to manage such Person unless such other Person
controls such Person through equity ownership or otherwise.

                  "Authorized Officer" means, with respect to the Issuer and the
Servicer, any officer or agent acting pursuant to a power of attorney of the
Owner Trustee or the Servicer, as applicable, who is authorized to act for the
Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer
or the Servicer, as applicable, and who is identified on the list of Authorized
Officers delivered by each of the Owner Trustee and the Servicer to the
Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

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

                  "Benefit Plan Entity" has the meaning specified in Section
2.4.

                  "Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which will be made through book entries by a Clearing
Agency as described in Section 2.10. The Class A Notes will initially be
Book-Entry Notes.

                  "Business Day" means 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" means a trust certificate evidencing the
beneficial interest of a Certificateholder in the Trust.

                  "Certificateholder" means the Person in whose name a
Certificate is registered on the Certificate Register.

                  "Certificate of Trust" means the certificate of trust of the
Issuer substantially in the form of Exhibit B to the Trust Agreement.

                  "Class A Notes" means, 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 Interest Rate" means 1.13% per annum (computed on
the basis of a 360-day year and the actual number of days in the related
Interest Period).

                                       3

<PAGE>

                  "Class A-1 Notes" means the Class A-1 1.13% Asset Backed
Notes, substantially in the form of Exhibit A-1.

                  "Class A-2 Interest Rate" means 1.66% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "Class A-2 Notes" means the Class A-2 1.66% Asset Backed
Notes, substantially in the form of Exhibit A-2.

                  "Class A-3 Interest Rate" means 2.48% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "Class A-3 Notes" means the Class A-3 2.48% Asset Backed
Notes, substantially in the form of Exhibit A-3.

                  "Class A-4 Interest Rate" means 3.20% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

                  "Class A-4 Notes" means the Class A-4 3.20% Asset Backed
Notes, substantially in the form of Exhibit A-4.

                  "Class B Interest Rate" means 8.00% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

                  "Class B Notes" means the Class B 8.00% Asset Backed Notes,
substantially in the form of Exhibit B.

                  "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

                  "Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" means October 29, 2003.

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

                  "Collateral" has the meaning specified in the Granting Clause
of this Indenture.

                  "Controlling Party" means the Insurer, provided that if (i) an
Insurer Default has occurred and is continuing or (ii) all amounts payable to
the Class A Noteholders under the Indenture and the Insurer under the Insurance
Agreement have been paid in full, then the Controlling Party means the Indenture
Trustee acting at the direction of the Majority Noteholders.

                                       4

<PAGE>

                  "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
will be administered which office at the date of the execution of this Agreement
is located at 4 New York Plaza, 6th Floor, New York, New York 10004-2477
(facsimile number (212) 623-5930), Attention: Institutional Trust Services-Triad
2003-B, or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders, the Insurer, the Servicer and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders, the Insurer, the Servicer and the Issuer).

                  "Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.

                  "Definitive Notes" has the meaning specified in Section 2.10.
The Class B Notes will initially be Definitive Notes.

                  "Distribution Date": The 12th day of any calendar month, or if
such 12th day is not a Business Day, the Business Day immediately following such
12th day, commencing November 12, 2003.

                  "ERISA" has the meaning specified in Section 2.4.

                  "Event of Default" has the meaning specified in Section 5.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Executive Officer" means, with respect to any corporation,
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, any Vice President, the Secretary or
the Treasurer of such corporation; and with respect to any partnership, any
general partner thereof.

                  "Grant" means mortgage, pledge, bargain, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument will include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

                  "Holder" or "Noteholder" means the Person in whose name a Note
is registered on the Note Register.

                  "Indebtedness" means, with respect to any Person at any time,
(a) indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including

                                       5

<PAGE>

trade obligations); (b) obligations of such Person as lessee under leases which
should have been or should be, in accordance with generally accepted accounting
principles, recorded as capital leases; (c) current liabilities of such Person
in respect of unfunded vested benefits under plans covered by Title IV of ERISA;
(d) obligations issued for or liabilities incurred on the account of such
Person; (e) obligations or liabilities of such Person arising under acceptance
facilities; (f) obligations of such Person under any guarantees, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (g) obligations secured by any lien on property or assets of such Person,
whether or not the obligations have been assumed by such Person; or (h)
obligations of such Person under any interest rate or currency exchange
agreement.

                  "Indenture" means this Indenture as amended and supplemented
from time to time.

                  "Indenture Trustee" means JPMorgan Chase Bank, a New York
banking corporation, not in its individual capacity but as Indenture Trustee
under this Indenture, or any successor Indenture Trustee under this Indenture.

                  "Indenture Trustee Issuer Secured Obligations" means all
amounts and obligations which the Issuer may at any time owe to or on behalf of
the Indenture Trustee for the benefit of the Noteholders under this Indenture,
the Notes or any Basic Document.

                  "Independent" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing
persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Depositor
or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Issuer, any such other obligor, the Depositor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

                  "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1, prepared
by an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate will state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

                  "Insurer Default" means the occurrence and continuance of any
of the following events:

         (a)      the Insurer failing to make a payment required under the Note
                  Policy in accordance with its terms;

         (b)      the Insurer (i) filing a petition or commencing any case or
                  proceeding under any provision or chapter of the United States
                  Bankruptcy Code or any other similar federal or state law
                  relating to insolvency, bankruptcy, rehabilitation,
                  liquidation

                                       6

<PAGE>

                  or reorganization, (ii) making a general assignment for the
                  benefit of its creditors, or (iii) having an order for relief
                  entered against it under the United States Bankruptcy Code or
                  any other similar federal or state law relating to insolvency,
                  bankruptcy, rehabilitation, liquidation or reorganization
                  which is final and nonappealable; or

         (c)      a court of competent jurisdiction, the New York Department of
                  Insurance or other competent regulatory authority has entered
                  a final and nonappealable order, judgment or decree (i)
                  appointing a custodian, trustee, agent or receiver for the
                  Insurer or for all or any material portion of its property or
                  (ii) authorizing the taking of possession of all or any
                  material portion of the property of the Insurer by a
                  custodian, trustee, agent or receiver.

                  "Insurer Issuer Secured Obligations" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the Insurer
under this Indenture, the Insurance Agreement or any other Basic Document.

                  "Interest Rate" means, with respect to the (i) Class A-1
Notes, the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest
Rate, (iii) Class A-3 Notes, the Class A-3 Interest Rate, (iv) Class A-4 Notes,
the Class A-4 Interest Rate and (v) Class B Notes, the Class B Interest Rate.

                  "Issuer" means the party named as such in this Indenture until
a successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor on
the Notes.

                  "Issuer Order" and "Issuer Request" means a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Indenture Trustee.

                  "Issuer Secured Obligations" means the Insurer Issuer Secured
Obligations and the Indenture Trustee Issuer Secured Obligations.

                  "Issuer Secured Parties" means each of the Indenture Trustee
in respect of the Indenture Trustee Issuer Secured Obligations and the Insurer
in respect of the Insurer Issuer Secured Obligations.

                  "Majority Noteholders" means (i) if only the Class A Notes are
Outstanding, the holders of a majority of the Class A Notes, measured by
Outstanding Amount; (ii) if only the Class B Notes are Outstanding, the holders
of a majority of the Class B Notes, measured by Outstanding Amount; or (iii) if
both Class A and Class B Notes are Outstanding, the holders of a majority of the
Class A Notes and Class B Notes together, measured by Outstanding Amount.

                  "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note, a Class A-4 Note or a Class B Note.

                  "Note Owner" means, with respect to a Book-Entry Note, the
person who is the owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing

                                       7

<PAGE>

Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

                  "Note Paying Agent" means the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 and is authorized by the Issuer to make the payments to and
distributions from the Collection Account and the Note Distribution Account,
including payment of principal of or interest on the Notes on behalf of the
Issuer.

                  "Note Policy" means the insurance policy issued by the Insurer
with respect to the Class A Notes, including any endorsements thereto.

                  "Note Register" and "Note Registrar" have the respective
meanings specified in Section 2.4.

                  "Officer's Certificate" means a certificate signed by any
Authorized Officer of the Issuer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 and TIA
Section 314 (unless signed by the Owner Trustee on behalf of the Issuer), and
delivered to the Indenture Trustee. Unless otherwise specified, any reference in
this Indenture to an Officer's Certificate will be to an Officer's Certificate
of any Authorized Officer of the Issuer.

                  "Opinion of Counsel" means one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Issuer and who is satisfactory to the Indenture
Trustee and, if addressed to the Insurer, satisfactory to the Insurer, and which
will comply with any applicable requirements of Section 11.1, and will be in
form and substance satisfactory to the Indenture Trustee, and if addressed to
the Insurer, satisfactory to the Insurer.

                  "Outstanding" means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture except:

                  (i)      Notes theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation;

                  (ii)     Notes or portions thereof the payment for which money
         in the necessary amount has been theretofore deposited with the
         Indenture Trustee or any Note Paying Agent in trust for the Noteholders
         (provided, however, that if such Notes are to be redeemed, notice of
         such redemption has been duly given pursuant to this Indenture or
         provision therefor, satisfactory to the Indenture Trustee); and

                  (iii)    Notes in exchange for or in lieu of other Notes which
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a bona fide purchaser;

provided, however, that Class A Notes which have been paid with proceeds of the
Note Policy will continue to remain Outstanding for purposes of this Indenture
until the Insurer has been paid as subrogee hereunder or reimbursed pursuant to
the Insurance Agreement as evidenced by a

                                       8

<PAGE>

written notice from the Insurer delivered to the Indenture Trustee, and the
Insurer will be deemed to be the Holder thereof to the extent of any payments
thereon made by the Insurer; provided, further, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or under
any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes,
the Depositor, the Servicer or any Affiliate of any of the foregoing Persons
will be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee will be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Responsible Officer of the Indenture Trustee either actually knows
to be so owned or has received written notice thereof will be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Depositor or
any Affiliate of any of the foregoing Persons.

                  "Outstanding Amount" means the aggregate principal amount of
all Notes, or class of Notes, as applicable, Outstanding at the date of
determination.

                  "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note will be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

                  "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

                  "Rating Agency Condition" means, with respect to any action,
that each Rating Agency has been given 10 days (or such shorter period as will
be acceptable to each Rating Agency) prior notice thereof and that each of the
Rating Agencies has notified the Depositor, the Servicer, the Insurer, the
Indenture Trustee, the Owner Trustee and the Issuer in writing that such action
will not result in a reduction or withdrawal of the then current rating of the
Notes.

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

                  "Redemption Date" means in the case of a redemption of the
Notes pursuant to Section 10.1(a), the Distribution Date specified by the
Servicer or the Issuer pursuant to Section 10.1(a).

                  "Redemption Price" means in the case of a redemption of the
Notes pursuant to Section 10.1(a), an amount equal to the then outstanding
principal amount of each class of Notes being redeemed plus accrued and unpaid
interest thereon to but excluding the Redemption Date.

                  "Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, Trust Officer or any other

                                       9

<PAGE>

officer of the Indenture Trustee customarily performing functions similar to
those performed by any of the above designated officers and in each case, having
direct responsibility for the administration of this agreement, 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 October 1, 2003, among the Issuer, the Depositor, the
Custodian, the Servicer, the Indenture Trustee and the Backup Servicer, as the
same may be amended or supplemented from time to time.

                  "Scheduled Payments" has the meaning specified in the Note
Policy.

                  "State" means any one of the 50 states of the United States of
America or the District of Columbia.

                  "Termination Date" means the latest of (i) the expiration of
the Note Policy and the return of the Note Policy to the Insurer for
cancellation, (ii) the date on which the Insurer has received payment and
performance of all Insurer Issuer Secured Obligations and (iii) the date on
which the Indenture Trustee has received payment and performance of all
Indenture Trustee Issuer Secured Obligations.

                  "Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including all
property and interests Granted to the Indenture Trustee), including all proceeds
thereof.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended and as in force on the date hereof, unless otherwise
specifically provided.

                  "UCC" means, unless the context otherwise requires, the
Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended
from time to time.

                  Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or the
Trust Agreement.

                  SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                                       10

<PAGE>

                  "trustee" or "institutional trustee" means the Indenture
Trustee.

                  "obligor" on the indenture securities means the Issuer.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions.

                  SECTION 1.3 Rules of Construction. Unless the context
otherwise requires:

                           (i)      a term has the meaning assigned to it;

                           (ii)     an accounting term not otherwise defined has
                  the meaning assigned to it in accordance with U.S. generally
                  accepted accounting principles as in effect on the date of
                  this Agreement;

                           (iii)    "or" is not exclusive;

                           (iv)     "including" means including without
                  limitation; and

                           (v)      words in the singular include the plural and
                  words in the plural include the singular.

                                   ARTICLE II

                                    The Notes

                  SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case
together with the Indenture Trustee's certificate of authentication, will be in
substantially the form set forth in Exhibits A-1, A-2, A-3, A-4 and B,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

                  The Definitive Notes will be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders), all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.

                  Each Note will be dated the date of its authentication. The
terms of the Notes set forth in Exhibits A-1, A-2, A-3, A-4 and B are part of
the terms of this Indenture.

                  SECTION 2.2 Execution, Authentication and Delivery. The Notes
will be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

                                       11

<PAGE>

                  Notes bearing the manual or facsimile signature of individuals
who were at any time Authorized Officers of the Issuer will bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

                  The Indenture Trustee will, upon receipt of the Note Policy
and Issuer Order, authenticate and deliver Class A-1 Notes for original issue in
an aggregate principal amount of $193,000,000, Class A-2 Notes for original
issue in an aggregate principal amount of $280,000,000, Class A-3 Notes for
original issue in an aggregate principal amount of $210,000,000, Class A-4 Notes
for original issue in an aggregate principal amount of $249,000,000 and Class B
Notes for original issue in an aggregate principal amount of $92,700,567.30. The
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B
Notes outstanding at any time may not exceed such amounts except as provided in
Section 2.5.

                  The Notes will be issuable as registered Notes in the minimum
denomination of $1,000 and in integral multiples thereof (except for one Note of
each class which may be issued in a denomination other than an integral multiple
of $1,000).

                  No Note will be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note will be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

                  SECTION 2.3 Temporary Notes. Pending the preparation of
Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Indenture Trustee will authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

                  If temporary Notes are issued, the Issuer will cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes will be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Issuer to be maintained as provided in Section 3.2, without charge to the
Noteholder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer will execute and the Indenture Trustee will authenticate and deliver
in exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes will in all respects be
entitled to the same benefits under this Indenture as Definitive Notes.

                  SECTION 2.4 Registration; Registration of Transfer and
Exchange. The Issuer will cause to be kept a register (the "Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
will provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee will be "Note Registrar" for the purpose

                                       12

<PAGE>

of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer will promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

                  If a Person other than the Indenture Trustee is appointed by
the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
will have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee will have the right to
conclusively rely upon a certificate executed on behalf of the Note Registrar by
an Executive Officer thereof as to the names and addresses of the Noteholders of
the Notes and the principal amounts and number of such Notes.

                  Subject to Sections 2.10 and 2.12, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to be
maintained as provided in Section 3.2, if the requirements of Section
8-401(a)(1) of the UCC are met the Issuer will execute and upon its request the
Indenture Trustee will authenticate and the Noteholder will obtain from the
Indenture Trustee, in the name of the designated transferee or transferees, one
or more new Notes, in any authorized denominations, of the same class and a like
aggregate principal amount.

                  At the option of the Noteholder, Notes may be exchanged for
other Notes in any authorized denominations, of the same class and a like
aggregate principal amount, upon surrender of the Notes to be exchanged at such
office or agency. Whenever any Notes are so surrendered for exchange, subject to
Sections 2.10 and 2.12, if the requirements of Section 8-401(a)(1) of the UCC
are met the Issuer will execute and upon its request the Indenture Trustee will
authenticate and the Noteholder will obtain from the Indenture Trustee, the
Notes which the Noteholder making the exchange is entitled to receive.

                  All Notes issued upon any registration of transfer or exchange
of Notes will be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

                  No transfer of a Class B Note will be made unless (I) such
transfer (i) is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or (ii) is exempt from
the registration requirements under the Securities Act and such state securities
laws, and (II) such transfer is to a Person that satisfies the requirements of
paragraph (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule
3a-7") under the Investment Company Act. Each prospective purchaser of the Class
B Notes in the initial sale by the Issuer on the Closing Date will deliver
completed and duly executed transferee's certificate (in the form of Exhibit C)
to the Indenture Trustee. Thereafter, each prospective purchaser of a Class B
Note will deliver a completed and duly executed transferee's certificate (in the
form of Exhibit D for "qualified institutional buyers"), to the Indenture
Trustee and to the transferor for inspection prior to effecting any requested
transfer. The Issuer and the Indenture Trustee may rely conclusively upon the
information contained in any such transferee's certificate in the absence of
knowledge to the contrary. In connection with any transfer of a Class B Note
(other than (i) the initial purchase of any Class B Note by the initial
purchasers who deliver a transferee's certificate in the form of Exhibit C and
(ii) the purchase of any Class B Note by a

                                       13

<PAGE>

purchaser who delivers a transferee's certificate in the form of Exhibit D), the
Indenture Trustee will require an Opinion of Counsel to the effect that such
transfer may be effected without registration under the Securities Act, which
Opinion of Counsel, if so required, will be addressed to the Issuer and the
Indenture Trustee and will be secured at the expense of the Holder. The
Indenture Trustee may rely upon the representation of any transferee made to the
Indenture Trustee, and upon such Opinion of Counsel, and will be fully protected
in so doing. Any Note Owners of the Class B Notes will be deemed to have agreed
to these restrictions on transfer.

                  In order to preserve the exemption for resales and transfers
provided by Rule 144A under the Securities Act, the Issuer will provide to any
Class B Noteholder and any prospective purchaser designated by such Class B
Noteholder, upon request of such Class B Noteholder or such prospective
purchaser, such information required by Rule 144A as will enable the resale of
such Class B Note to be made pursuant to Rule 144A. The Indenture Trustee will
cooperate with the Issuer in providing the Issuer such information regarding the
Class B Notes, the Receivables and other matters regarding the Class B Notes as
the Issuer will reasonably request to meet its obligations under the preceding
sentence.

                  Every Note presented or surrendered for registration of
transfer or exchange will be (i) duly endorsed by, or be accompanied by a
written instrument of transfer in the form attached to Exhibits A-1, A-2, A-3,
A-4 and B duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar which requirements
include membership or participation in Securities Transfer Agents Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other
documents as the Indenture Trustee may require.

                  Notwithstanding the foregoing, in the case of any sale or
other transfer of a Definitive Note, the transferor of such Definitive Note will
be required to represent and warrant in writing that the prospective transferee
either (a) is not (i) an employee benefit plan (as defined in section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined
in section 4975(e)(1) of the Code), which is subject to Section 4975 of the
Code, or (iii) an entity whose underlying assets are deemed to be assets of a
plan described in (i) or (ii) above by reason of such plan's investment in the
entity (including, without limitation, an insurance company general account)
(any such entity described in clauses (i) through (iii), a "Benefit Plan
Entity") or (b) is a Benefit Plan Entity, it is purchasing a Class A Note and
the acquisition and holding of such Definitive Note by such prospective
transferee is covered by a Department of Labor Prohibited Transaction Class
Exemption. Each transferee of a Book-Entry Note will be deemed to have made one
of the foregoing representations.

                  No service charge will be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not
involving any transfer.

                                       14

<PAGE>

                  The preceding provisions of this Sections 2.4 notwithstanding,
the Issuer will not be required to make and the Note Registrar will not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

                  SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee and the
Insurer (unless an Insurer Default has occurred and is continuing) such security
or indemnity as may be required by it to hold the Issuer, the Indenture Trustee
and the Insurer harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer will execute and upon its request the Indenture Trustee will
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, has become or
within seven days will be due and payable, or has been called for redemption,
instead of issuing a replacement Note, the Issuer may direct the Indenture
Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or
payable or upon the Redemption Date without surrender thereof. If, after the
delivery of such replacement Note or payment of a destroyed, lost or stolen Note
pursuant to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer, the Indenture Trustee and the Insurer
will be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and will be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

                  Upon the issuance of any replacement Note under this Section
2.5, the Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.

                  Every replacement Note issued pursuant to this Section 2.5 in
replacement of any mutilated, destroyed, lost or stolen Note will constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note will be at any time enforceable by
anyone, and will be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

                  The provisions of this Section 2.5 are exclusive and will
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  SECTION 2.6 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, any
agent of the Issuer or the Indenture Trustee, and the Insurer may treat the
Person in whose name any Note is registered

                                       15

<PAGE>

(as of the Record Date) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuer, the Insurer, the Indenture Trustee nor any agent of the Issuer or the
Indenture Trustee will be affected by notice to the contrary.

                  SECTION 2.7 Payment of Principal and Interest; Defaulted
Interest.

                  (a)      The Notes will accrue interest as provided in the
forms of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class
A-4 Note and the Class B Note set forth in Exhibits A-1, A-2, A-3, A-4 and B,
respectively, and such interest will be due and payable on each Distribution
Date, as specified therein. Any installment of interest or principal, if any,
payable on any Note which is punctually paid or duly provided for by the Issuer
on the applicable Distribution Date will be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date,
by wire transfer or check mailed first-class, postage prepaid, to such Person's
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12, with respect
to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made
by wire transfer in immediately available funds to the account designated by
such nominee and except for the final installment of principal payable with
respect to such Note on a Distribution Date or on the applicable Final Scheduled
Distribution Date (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.1(a)) which will be payable as provided below.
The funds represented by any such checks returned undelivered will be held in
accordance with Section 3.3.

                  (b)      The principal of each Note will be payable in
installments on each Distribution Date, as applicable, as provided in the forms
of the Class A-1 Note, the Class A-2 Notes, the Class A-3 Note, the Class A-4
Note and the Class B Note set forth in Exhibits A-1, A-2, A-3, A-4 and B,
respectively. Notwithstanding the foregoing, the entire unpaid principal amount
of the Notes will be due and payable, if not previously paid, on the date on
which an Event of Default has occurred and is continuing, and the Notes have
been declared immediately due and payable in the manner provided in Section 5.2.
All principal payments on each class of Notes will be made pro rata to the
Noteholders of such class entitled thereto. Upon written notice from the Issuer,
the Indenture Trustee will notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of and interest
on such Note will be paid. Such notice will be mailed or transmitted by
facsimile prior to such final Distribution Date and will specify that such final
installment will be payable only upon presentation and surrender of such Note
and will specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemptions of Notes
will be mailed to Noteholders as provided in Section 10.2.

                  (c)      Promptly following the date on which all principal of
and interest on the Notes has been paid in full and the Notes have been
surrendered to the Indenture Trustee, the Indenture Trustee will, if the Insurer
has paid any amount in respect of the Notes under the Note Policy or otherwise
which has not been reimbursed to it, deliver such surrendered Notes to the
Insurer.

                                       16

<PAGE>

                  SECTION 2.8 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption will, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and will be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered will be promptly canceled by the
Indenture Trustee. No Notes will be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section, except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer will timely direct by an Issuer Order that
they be destroyed or returned to it; provided that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

                  SECTION 2.9 Release of Collateral. The Indenture Trustee will,
on or after the Termination Date, release any remaining portion of the Trust
Estate from the lien created by this Indenture and deposit in the Collection
Account any funds then on deposit in any other Trust Account. The Indenture
Trustee will release property from the lien created by this Indenture pursuant
to this Section 2.9 only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.

                  SECTION 2.10 Book-Entry Notes. The Class A Notes, upon
original issuance, will be issued in the form of typewritten Notes representing
the Book-Entry Notes, to be delivered to the Indenture Trustee on behalf of The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Issuer. Such Notes will initially be registered on the Note Register in the name
of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner
will receive a Definitive Note representing such Note Owner's interest in such
Note, except as provided in Section 2.12. The Class B Notes will, upon original
issuance, be issued in the form of Definitive Notes to be delivered to the order
of the Depositor. With respect to the Book-Entry Notes, unless and until
definitive, fully registered Notes (the "Definitive Notes") have been issued to
Note Owners pursuant to Section 2.12:

                  (i)      the provisions of this Section 2.10 will be in full
         force and effect;

                  (ii)     the Note Registrar and the Indenture Trustee will be
         entitled to deal with the Clearing Agency for all purposes of this
         Indenture (including the payment of principal of and interest on the
         Notes and the giving of instructions or directions hereunder) as the
         sole Holder of the Notes, and has no obligation to the Note Owners;

                  (iii)    to the extent that the provisions of this Section
         2.10 conflict with any other provisions of this Indenture, the
         provisions of this Section will control;

                  (iv)     the rights of Note Owners will be exercised only
         through the Clearing Agency and will be limited to those established by
         law and agreements between such Note Owners and the Clearing Agency
         and/or the Clearing Agency Participants. Unless and until Definitive
         Notes are issued pursuant to Section 2.12, the initial Clearing Agency

                                       17

<PAGE>

         will make book-entry transfers among the Clearing Agency Participants
         and receive and transmit payments of principal of and interest on the
         Notes to such Clearing Agency Participants;

                  (v)      whenever this Indenture requires or permits actions
         to be taken based upon instructions or directions of Noteholders
         evidencing a specified percentage of the Outstanding Amount of the
         Notes, the Clearing Agency will be deemed to represent such percentage
         only to the extent that it has received instructions to such effect
         from Note Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in the Notes and has delivered such instructions to the
         Indenture Trustee; and

                  (vi)     Note Owners may receive copies of any reports sent to
         Noteholders pursuant to this Indenture, upon written request, together
         with a certification that they are Note Owners and payment of
         reproduction and postage expenses associated with the distribution of
         such reports, from the Indenture Trustee at the Corporate Trust Office.

                  SECTION 2.11 Notices to Clearing Agency. With respect to the
Book-Entry Notes, whenever a notice or other communication to the Noteholders is
required under this Indenture, unless and until Definitive Notes have been
issued to Note Owners pursuant to Section 2.12, the Indenture Trustee will give
all such notices and communications specified herein to be given to the
Noteholders to the Clearing Agency, and has no obligation to the Note Owners.

                  SECTION 2.12 Definitive Notes. If (i) the Servicer advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Notes, and the Servicer is unable to locate a qualified successor, (ii) the
Servicer at its option advises the Indenture Trustee in writing that it elects
to terminate the book-entry system through the Clearing Agency or (iii) after
the occurrence of an Event of Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the
Book-Entry Notes advise the Indenture Trustee through the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing Agency
is no longer in the best interests of the Owners of the Book-Entry Notes, then
the Clearing Agency will notify all Owners of Book-Entry Notes and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to such Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer will execute and the Indenture Trustee will authenticate the Definitive
Notes in accordance with the instructions of the Clearing Agency. None of the
Issuer, the Note Registrar or the Indenture Trustee will be liable for any delay
in delivery of such instructions and may conclusively rely on, and will be fully
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee will recognize the Holders of the Definitive Notes
as Noteholders.

                                       18

<PAGE>

                                  ARTICLE III

                                    Covenants

                  SECTION 3.1 Payment of Principal and Interest. The Issuer will
duly and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
the Issuer will cause to be distributed all amounts on deposit in the Note
Distribution Account on a Distribution Date deposited therein pursuant to the
Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes, to
Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to Class A-3
Noteholders, (iv) for the benefit of the Class A-4 Notes, to Class A-4
Noteholders and (v) for the benefit of the Class B Notes, to the Class B
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal will be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

                  SECTION 3.2 Maintenance of Office or Agency. The Issuer will
maintain in New York, New York, an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes. The Issuer will give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of
any such office or agency. If at any time the Issuer will fail to maintain any
such office or agency or will fail to furnish the Indenture Trustee with the
address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
as its agent to receive all such surrenders, notices and demands.

                  SECTION 3.3 Money for Payments to be Held in Trust. On or
before each Distribution Date and Redemption Date, the Issuer will deposit or
cause to be deposited in the Note Distribution Account from the Collection
Account (and cause all other transfers to and from the accounts provided for
herein to be made) an aggregate sum sufficient to pay the amounts then becoming
due under the Notes, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Note Paying Agent is the Indenture Trustee)
will promptly notify the Indenture Trustee of its action or failure so to act.

                  The Issuer will cause each Note Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee and the
Insurer an instrument in which such Note Paying Agent will agree with the
Indenture Trustee (and if the Indenture Trustee acts as Note Paying Agent, it
hereby so agrees), subject to the provisions of this Section, that such Note
Paying Agent will:

                  (i)      hold all sums held by it for the payment of amounts
         due with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums will be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                                       19

<PAGE>

                  (ii)     give the Indenture Trustee notice of any default by
         the Issuer (or any other obligor upon the Notes) of which it has actual
         knowledge in the making of any payment required to be made with respect
         to the Notes;

                  (iii)    at any time during the continuance of any such
         default, upon the written request of the Indenture Trustee, forthwith
         pay to the Indenture Trustee all sums so held in trust by such Paying
         Agent;

                  (iv)     immediately resign as a Note Paying Agent and
         forthwith pay to the Indenture Trustee all sums held by it in trust for
         the payment of Notes if at any time it ceases to meet the standards
         required to be met by a Note Paying Agent at the time of its
         appointment; and

                  (v)      comply with all requirements of the Code with respect
         to the withholding from any payments made by it on any Notes of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith.

                  The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held
in trust by such Note Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Note
Paying Agent; and upon such a payment by any Note Paying Agent to the Indenture
Trustee, such Note Paying Agent will be released from all further liability with
respect to such money.

                  Subject to applicable laws with respect to the escheat of
funds, any money held by the Indenture Trustee or any Note Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for two years after such amount has become due and payable will be
discharged from such trust and be paid to the Issuer on Issuer Request with the
consent of the Insurer (unless an Insurer Default has occurred and is
continuing) and will be deposited by the Indenture Trustee in the Collection
Account; and the Holder of such Note will thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of
the amounts so paid to the Issuer), and all liability of the Indenture Trustee
or such Note Paying Agent with respect to such trust money will thereupon cease;
provided, however, that if such money or any portion thereof had been previously
deposited by the Insurer or the Indenture Trustee for the payment of principal
or interest on the Notes, to the extent any amounts are owing to the Insurer,
such amounts will be paid promptly to the Insurer upon the Indenture Trustee's
receipt of a written request by the Insurer to such effect; and provided,
further, that the Indenture Trustee or such Note Paying Agent, before being
required to make any such repayment, will at the expense of the Issuer cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Indenture Trustee will also adopt and employ, at the expense of the Issuer,
any other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to

                                       20

<PAGE>

Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any Note
Paying Agent, at the last address of record for each such Holder).

                  SECTION 3.4 Existence. Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or will be necessary to protect the validity and enforceability
of this Indenture, the Notes, the Collateral and each other instrument or
agreement included in the Trust Estate.

                  SECTION 3.5 Protection of Trust Estate. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Estate,
and the Issuer will take all actions necessary to obtain and maintain, in favor
of the Indenture Trustee, for the benefit of the Issuer Secured Parties, a first
lien on and a first priority, perfected security interest in the Trust Estate.
The Issuer will from time to time prepare (or will cause to be prepared),
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:

                  (i)      Grant more effectively all or any portion of the
         Trust Estate;

                  (ii)     maintain or preserve the lien and security interest
         (and the priority thereof) in favor of the Indenture Trustee for the
         benefit of the Issuer Secured Parties created by this Indenture or
         carry out more effectively the purposes hereof;

                  (iii)    perfect, publish notice of or protect the validity of
         any Grant made or to be made by this Indenture;

                  (iv)     enforce any of the Collateral;

                  (v)      preserve and defend title to the Trust Estate and the
         rights of the Indenture Trustee in such Trust Estate against the claims
         of all persons and parties;

                  (vi)     pay all taxes or assessments levied or assessed upon
         the Trust Estate when due; and

                  (vii)    maintain or preserve all of the Issuer's right, title
         and interest in its rights and benefits, but none of its obligations or
         burdens, under the Purchase Agreement and the Sale and Servicing
         Agreement, including the Issuer's rights under the Purchase Agreement
         and the Sale and Servicing Agreement, to enforce the delivery
         requirements, representations and warranties and the cure and
         repurchase obligations of Triad under the Purchase Agreement and the
         Sale and Servicing Agreement.

                                       21

<PAGE>

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by and delivered to the Indenture Trustee pursuant to
this Section.

                  SECTION 3.6 Opinions as to Trust Estate.

                  (a)      On the Closing Date, the Issuer will furnish to the
Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the first priority lien and security interest in
favor of the Indenture Trustee, for the benefit of the Issuer Secured Parties,
created by this Indenture and reciting the details of such action, or stating
that, in the opinion of such counsel, no such action is necessary to make such
lien and security interest effective.

                  (b)      Within 120 days after the beginning of each calendar
year, beginning with the first calendar year beginning more than six months
after the Closing Date, the Issuer will furnish to the Indenture Trustee and the
Insurer an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel will also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until January 31 in
the following calendar year.

                  SECTION 3.7 Performance of Obligations; Servicing of
Receivables.

                  (a)      The Issuer will not take any action and will use its
best efforts not to permit any action to be taken by others that would release
any Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.

                  (b)      The Issuer may contract with other Persons acceptable
to the Insurer (so long as no Insurer Default has occurred and is continuing) to
assist it in performing its duties under this Indenture, and any performance of
such duties by a Person identified to the Indenture Trustee and the Insurer in
an Officer's Certificate of the Issuer will be deemed to be action taken by the
Issuer; provided that the Issuer will remain liable for performing these duties
hereunder.

                                       22

<PAGE>

Initially, the Issuer has contracted with the Servicer to assist the Issuer in
performing its duties under this Indenture.

                  (c)      The Issuer will punctually perform and observe all of
its obligations and agreements contained in this Indenture, the Basic Documents
and in the instruments and agreements included in the Trust Estate, including,
preparing (or causing to prepared) and filing (or causing to be filed) all UCC
financing statements and continuation statements required to be filed by the
terms of this Indenture and the Sale and Servicing Agreement in accordance with
and within the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer will not waive, amend, modify, supplement
or terminate any Basic Document or any provision thereof without the consent of
the Indenture Trustee, the Insurer or the Majority Noteholders.

                  (d)      If a responsible officer of the Issuer has actual
knowledge of the occurrence of a Servicer Termination Event under the Sale and
Servicing Agreement, the Issuer will promptly notify the Indenture Trustee, the
Insurer and the Rating Agencies thereof in accordance with Section 11.4, and
will specify in such notice the action, if any, the Issuer is taking in respect
of such default. If a Servicer Termination Event arises from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer will take all
reasonable steps available to it to remedy such failure.

                  (e)      The Issuer agrees that it will not waive timely
performance or observance by the Servicer or the Depositor of their respective
duties under the Basic Documents (x) without the prior consent of the Insurer
(unless an Insurer Default has occurred and is continuing) or (y) if the effect
thereof would adversely affect the Holders of the Notes.

                  SECTION 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer will not:

                  (i)      except as expressly permitted by this Indenture or
         the Basic Documents, sell, transfer, exchange or otherwise dispose of
         any of the properties or assets of the Issuer, including those included
         in the Trust Estate, unless directed to do so by the Controlling Party;

                  (ii)     claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Notes (other than
         amounts properly withheld from such payments under the Code) or assert
         any claim against any present or former Noteholder by reason of the
         payment of the taxes levied or assessed upon any part of the Trust
         Estate; or

                  (iii)    (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien in favor of the Indenture
         Trustee created by this Indenture to be amended, hypothecated,
         subordinated, terminated or discharged, or permit any Person to be
         released from any covenants or obligations with respect to the Notes
         under this Indenture except as may be expressly permitted hereby, (B)
         permit any lien, charge, excise, claim, security interest, mortgage or
         other encumbrance (other than the lien of this Indenture) to

                                       23

<PAGE>

         be created on or extend to or otherwise arise upon or burden the Trust
         Estate or any part thereof or any interest therein or the proceeds
         thereof (other than tax liens, mechanics' liens and other liens that
         arise by operation of law, in each case on a Financed Vehicle and
         arising solely as a result of an action or omission of the related
         Obligor), (C) permit the lien of this Indenture not to constitute a
         valid first priority (other than with respect to any such tax,
         mechanics' or other lien) security interest in the Trust Estate, or (D)
         amend, modify or fail to comply with the provisions of the Basic
         Documents without the prior written consent of the Controlling Party.

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Insurer, within 120 days after the end
of each fiscal year of the Issuer (commencing with the fiscal year ended
December 31, 2003), and otherwise in compliance with the requirements of TIA
Section 314(a)(4) an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

                  (i)      a review of the activities of the Issuer during such
         year and of performance under this Indenture has been made under such
         Authorized Officer's supervision; and

                  (ii)     to the best of such Authorized Officer's knowledge,
         based on such review, the Issuer has complied with all conditions and
         covenants under this Indenture and the other Basic Documents throughout
         such year, or, if there has been a default in the compliance of any
         such condition or covenant, specifying each such default known to such
         Authorized Officer and the nature and status thereof.

                  SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain
Terms.

                  (a)      The Issuer will not consolidate or merge with or into
any other Person, unless

                  (i)      the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger will be a Person organized and
         existing under the laws of the United States of America or any state
         and will expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Indenture Trustee, in form satisfactory
         to the Indenture Trustee and the Insurer (so long as no Insurer Default
         has occurred and is continuing), the due and punctual payment of the
         principal of and interest on all Notes and the performance or
         observance of every agreement and covenant of this Indenture on the
         part of the Issuer to be performed or observed, all as provided herein;

                  (ii)     immediately after giving effect to such transaction,
         no Default or Event of Default has occurred and is continuing;

                  (iii)    the Rating Agency Condition has been satisfied with
         respect to such transaction;

                  (iv)     the Issuer has received an Opinion of Counsel (and
         has delivered copies thereof to the Indenture Trustee and the Insurer
         (so long as no Insurer Default has occurred and is continuing)) to the
         effect that such transaction will not have any material

                                       24

<PAGE>

         adverse tax consequence to the Issuer, the Insurer, any Noteholder or
         the Certificateholder;

                  (v)      any action as is necessary to maintain the lien and
         security interest created by this Indenture has been taken;

                  (vi)     the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that such
         consolidation or merger and such supplemental indenture comply with
         this Article III and that all conditions precedent herein provided for
         relating to such transaction have been complied with (including any
         filing required by the Exchange Act); and

                  (vii)    so long as no Insurer Default has occurred and is
         continuing, the Issuer will have given the Insurer written notice of
         such consolidation or merger at least 20 Business Days prior to the
         consummation of such action and will have received the prior written
         approval of the Insurer of such consolidation or merger and the Issuer
         or the Person (if other than the Issuer) formed by or surviving such
         consolidation or merger has a net worth, immediately after such
         consolidation or merger, that is (a) greater than zero and (b) not less
         than the net worth of the Issuer immediately prior to giving effect to
         such consolidation or merger.

                  (b)      The Issuer will not convey or transfer all or
substantially all of its properties or assets, including those included in the
Trust Estate, to any Person, unless

                  (i)      the Person that acquires by conveyance or transfer
         the properties and assets of the Issuer the conveyance or transfer of
         which is hereby restricted will (A) be a United States citizen or a
         Person organized and existing under the laws of the United States of
         America or any state, (B) expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, and the Insurer (so long
         as no Insurer Default has occurred and is continuing), the due and
         punctual payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture and each of the Basic Documents on the part of the Issuer to
         be performed or observed, all as provided herein, (C) expressly agree
         by means of such supplemental indenture that all right, title and
         interest so conveyed or transferred will be subject and subordinate to
         the rights of Holders of the Notes, (D) unless otherwise provided in
         such supplemental indenture, expressly agree to indemnify, defend and
         hold harmless the Issuer against and from any loss, liability or
         expense arising under or related to this Indenture and the Notes and
         (E) expressly agree by means of such supplemental indenture that such
         Person (or if a group of persons, then one specified Person) will
         prepare (or cause to be prepared) and make all filings with the
         Commission (and any other appropriate Person) required by the Exchange
         Act in connection with the Notes;

                  (ii)     immediately after giving effect to such transaction,
         no Default or Event of Default has occurred and is continuing;

                                       25

<PAGE>

                  (iii)    the Rating Agency Condition has been satisfied with
         respect to such transaction;

                  (iv)     the Issuer has received an Opinion of Counsel (and
         will have delivered copies thereof to the Indenture Trustee and the
         Insurer (so long as no Insurer Default has occurred and is continuing))
         to the effect that such transaction will not have any material adverse
         tax consequence to the Issuer, the Insurer, any Noteholder or the
         Certificateholder;

                  (v)      any action as is necessary to maintain the lien and
         security interest created by this Indenture has been taken;

                  (vi)     the Issuer will have delivered to the Indenture
         Trustee and the Insurer an Officer's Certificate and an Opinion of
         Counsel each stating that such conveyance or transfer and such
         supplemental indenture comply with this Article III and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with (including any filing required by the Exchange
         Act); and

                  (vii)    so long as no Insurer Default has occurred and is
         continuing, the Issuer will have given the Insurer written notice of
         such conveyance or transfer at least 20 Business Days prior to the
         consummation of such action and will have received the prior written
         approval of the Insurer of such conveyance or transfer and the
         transferee has a net worth, immediately after such conveyance or
         transfer, that is (a) greater than zero and (b) not less than the net
         worth of the Issuer immediately prior to giving effect to such
         conveyance or transfer.

                  (c)      The Issuer will not change its jurisdiction of
organization without notifying the Indenture Trustee and the Insurer and taking
any actions necessary to maintain a first priority perfected security interest
in the Collateral under this Indenture.

                  SECTION 3.11 Successor or Transferee.

                  (a)      Upon any consolidation or merger of the Issuer in
accordance with Section 3.10(a), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) will succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.

                  (b)      Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10 (b), Triad Automobile
Receivables Trust 2003-B will be released from every covenant and agreement of
this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery of written notice to the
Indenture Trustee stating that Triad Automobile Receivables Trust 2003-B is to
be so released.

                  SECTION 3.12 No Other Business. The Issuer will not engage in
any business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the Basic Documents
and activities incidental thereto.

                                       26

<PAGE>

                  SECTION 3.13 No Borrowing. The Issuer will not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes, (ii) obligations owing from time to time
to the Insurer under the Insurance Agreement and (iii) any other Indebtedness
permitted by or arising under the Basic Documents. The proceeds of the Notes
will be used exclusively to fund the Issuer's purchase of the Receivables and
the other assets specified in the Sale and Servicing Agreement, to fund the
Spread Account and to pay the Issuer's organizational, transactional and
start-up expenses.

                  SECTION 3.14 Servicer's Obligations. The Issuer will cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.10 of the Sale and
Servicing Agreement.

                  SECTION 3.15 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by the Sale and Servicing Agreement or this
Indenture, the Issuer will not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

                  SECTION 3.16 Capital Expenditures. The Issuer will not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).

                  SECTION 3.17 Compliance with Laws. The Issuer will comply with
the requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
Basic Document.

                  SECTION 3.18 Restricted Payments. The Issuer will not,
directly or indirectly, (i) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security
or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Owner Trustee, the Indenture Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement or Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the Basic
Documents.

                  SECTION 3.19 Notice of Events of Default. Upon a responsible
officer of the Issuer having actual knowledge thereof, the Issuer agrees to give
the Indenture Trustee, the Insurer and the Rating Agencies prompt written notice
of each Default or Event of Default hereunder and each default on the part of
the Servicer or the Depositor of its obligations under the Sale and Servicing
Agreement.

                                       27

<PAGE>

                  SECTION 3.20 Further Instruments and Acts. Upon request of the
Indenture Trustee or the Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

                  SECTION 3.21 Amendments of Sale and Servicing Agreement and
Trust Agreement. The Issuer will not agree to any amendment to Section 12.1 of
the Sale and Servicing Agreement or Section 10.1 of the Trust Agreement to
eliminate the requirements thereunder that the Indenture Trustee or the Holders
of the Notes consent to amendments thereto as provided therein.

                  SECTION 3.22 Income Tax Characterization. For purposes of
federal income, state and local income and franchise and any other income taxes,
the Issuer will treat the Notes as indebtedness and each Noteholder (or
beneficial Note Owner) will be deemed, by virtue of acquisition of its interest
in such Note, to have agreed, to treat the Notes as indebtedness for all
applicable tax reporting purposes.

                                   ARTICLE IV

                           Satisfaction and Discharge

                  SECTION 4.1 Satisfaction and Discharge of Indenture. This
Indenture will cease to be of further effect with respect to the Notes except as
to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, will execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

                           (A)      either

                           (1)      all Notes theretofore authenticated and
                  delivered (other than (i) Notes that have been destroyed, lost
                  or stolen and that have been replaced or paid as provided in
                  Section 2.5 and (ii) Notes for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Indenture Trustee and thereafter repaid to the
                  Issuer or discharged from such trust, as provided in Section
                  3.3) have been delivered to the Indenture Trustee for
                  cancellation and the Note Policy has expired and been returned
                  to the Insurer for cancellation; or

                           (2)      all Notes not theretofore delivered to the
                  Indenture Trustee for cancellation

                           (i)      have become due and payable,

                                       28

<PAGE>

                           (ii)     will become due and payable at their
                  respective Final Scheduled Distribution Dates within one year,
                  or

                           (iii)    are to be called for redemption within one
                  year under arrangements satisfactory to the Indenture Trustee
                  for the giving of notice of redemption by the Indenture
                  Trustee in the name, and at the expense, of the Issuer,

                  and the Issuer, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Indenture Trustee cash or direct obligations of or
                  obligations guaranteed by the United States of America (which
                  will mature prior to the date such amounts are payable), in
                  trust for such purpose, in an amount sufficient to pay and
                  discharge the entire indebtedness on such Notes not
                  theretofore delivered to the Indenture Trustee for
                  cancellation when due to their respective Final Scheduled
                  Distribution Dates or Redemption Date (if Notes have been
                  called for redemption pursuant to Section 10.1(a)), as the
                  case may be;

                           (B)      the Issuer has paid or caused to be paid all
                  Insurer Issuer Secured Obligations and all Indenture Trustee
                  Issuer Secured Obligations; and

                           (C)      the Issuer has delivered to the Indenture
                  Trustee and the Insurer an Officer's Certificate, an Opinion
                  of Counsel and if required by the TIA, the Indenture Trustee
                  or the Insurer (so long as no Insurer Default has occurred and
                  is continuing) an Independent Certificate from a firm of
                  certified public accountants, each meeting the applicable
                  requirements of Section 11.1(a) and each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

                  SECTION 4.2 Application of Trust Money. All moneys deposited
with the Indenture Trustee pursuant to Section 4.1 will be held in trust and
applied by it, in accordance with the provisions of the Notes, this Indenture
and the other Basic Documents, to the payment, either directly or through any
Note Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or required by law.

                  SECTION 4.3 Repayment of Moneys Held by Note Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all moneys then held by any Note Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Notes will, upon demand of the Issuer, be paid to the Indenture Trustee to be
held and applied according to Section 3.3 and thereupon such Note Paying Agent
will be released from all further liability with respect to such moneys.

                                       29

<PAGE>

                                   ARTICLE V

                                    Remedies

                  SECTION 5.1 Events of Default. "Event of Default" means any
one of the following events (whatever the reason for such Event of Default and
whether it is voluntary or involuntary or effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (i)      default by the Issuer in the payment of any interest
         on any Note when the same becomes due and payable, and such default
         continues for a period of five days; or

                  (ii)     default by the Issuer in the payment of the principal
         of any Note on its Final Scheduled Distribution Date; or

                  (iii)    if the Insurer is the Controlling Party, a Trigger
         Event (as defined under the Insurance Agreement) has occurred and is
         continuing; or

                  (iv)     a draw has been made on the Note Policy;

                  (v)      the filing of a decree or order for relief by a court
         having jurisdiction in the premises in respect of the Issuer or any
         substantial part of the Trust Estate in an involuntary case under any
         applicable federal or State bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator or similar official of the
         Issuer or for any substantial part of the Trust Estate, or ordering the
         winding-up or liquidation of the Issuer's affairs, and such decree or
         order remains unstayed and in effect for a period of 60 consecutive
         days; or

                  (vi)     the commencement by the Issuer of a voluntary case
         under any applicable federal or State bankruptcy, insolvency or other
         similar law now or hereafter in effect, or the consent by the Issuer to
         the entry of an order for relief in an involuntary case under any such
         law, or the consent by the Issuer to the appointment or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of the Issuer or for any substantial
         part of the Trust Estate, or the making by the Issuer of any general
         assignment for the benefit of creditors, or the failure by the Issuer
         generally to pay its debts as such debts become due, or the taking of
         action by the Issuer in furtherance of any of the foregoing; or

                  (vii)    the Issuer becoming taxable as an association or a
         publicly traded partnership taxable as a corporation for federal or
         state tax purposes; or

                  (viii)   on any Distribution Date, after taking into account
         the application of the sum of Available Funds for the related calendar
         month plus any available amounts from the Spread Account for the
         related Distribution Date, any amounts listed in clauses (i) through
         (v) of Section 5.7(a) of the Sale and Servicing Agreement have not been
         paid in full; or

                                       30

<PAGE>

                  (ix)     default in the observance or performance in any
         material respect of any covenant or agreement of the Issuer made in
         this Indenture (other than a covenant or agreement, a default in the
         observance or performance of which is elsewhere in this Section
         specifically dealt with), or any representation or warranty of the
         Issuer made in this Indenture, in any Basic Document or in any
         certificate or any other writing delivered pursuant hereto or in
         connection herewith proving to have been incorrect in any material
         respect as of the time when the same has been made, and such default
         will continue or not be cured, or the circumstance or condition in
         respect of which such misrepresentation or warranty was incorrect will
         not have been eliminated or otherwise cured, for a period of 30 days
         (or for such longer period, not in excess of 90 days, as may be
         reasonably necessary to remedy such default) after there has been
         given, by registered or certified mail, to the Issuer by the Indenture
         Trustee or to the Issuer and the Indenture Trustee by the Holders of at
         least 25% of the Outstanding Amount of the Notes, a written notice
         specifying such default or incorrect representation or warranty and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder.

                  The Issuer will deliver to the Indenture Trustee and the
Insurer, within five days after knowledge of the occurrence thereof, written
notice in the form of an Officer's Certificate of any event which with the
giving of notice and the lapse of time would become an Event of Default, its
status and what action the Issuer is taking or proposes to take with respect
thereto.

                  SECTION 5.2 Rights Upon Event of Default.

                  (a)      In the event of any acceleration of any Notes by
operation of this Section 5.2, the Indenture Trustee will continue to be
entitled to make claims under the Note Policy pursuant to the Sale and Servicing
Agreement for Scheduled Payments on the Notes. Payments under the Note Policy
following acceleration of any Notes will be applied by the Indenture Trustee:

                  FIRST: to Class A Noteholders for amounts due and unpaid on
         the Class A Notes for interest, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Class A
         Notes for interest; and

                  SECOND: first, to the Class A-1 Noteholders for amounts due
         and unpaid for principal, then to Holders of the other Classes of Class
         A Notes for amounts due and unpaid on such Class A Notes for principal,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Class A Notes for principal.

                  (b)      In the event any Notes are accelerated due to an
Event of Default, the Insurer has the right (in addition to its obligation to
pay Scheduled Payments on the Notes in accordance with the Note Policy), but not
the obligation, to make payments under the Note Policy or otherwise of interest
and principal due on such Notes, in whole or in part, on any date or dates
following such acceleration as the Insurer, in its sole discretion, will elect.

                  (c)      If an Event of Default occurs and is continuing
(other than Events of Default specified in Section 5.1(v) and (vi)), the
Indenture Trustee may, with consent of the Insurer (if the Insurer is the
Controlling Party), and will, at the direction of the Controlling Party,

                                       31

<PAGE>

declare by written notice to the Issuer that the Notes become, whereupon they
will become, immediately due and payable at par, together with accrued interest
thereon. If an Event of Default specified in Section 5.1(v) or (vi) occurs, the
Notes will automatically become due and payable at par, together with interest
thereon, without any declaration or other act on the part of its Indenture
Trustee, any Noteholder or the Controlling Party.

                  (d)      If at any time after such declaration of acceleration
of maturity has been made and before a judgment or decree for payment of the
money due has been obtained by the Indenture Trustee as hereinafter in this
Article V provided, the Controlling Party, by written notice to the Issuer and
the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

                  (i)      the Issuer has paid or deposited with the Indenture
         Trustee a sum sufficient to pay:

                                    (A)      all payments of principal of and
                           interest on all Notes and all other amounts that
                           would then be due hereunder or upon such Notes if the
                           Event of Default giving rise to such acceleration had
                           not occurred; and

                                    (B)      all sums paid or advanced by the
                           Indenture Trustee hereunder and the reasonable
                           compensation, expenses, disbursements and advances of
                           the Indenture Trustee and its agents and counsel; and

                  (ii)     all Events of Default, other than the nonpayment of
         the principal of the Notes that has become due solely by such
         acceleration, have been cured or waived as provided in Section 5.13.

                  No such rescission will affect any subsequent default or
impair any right consequent thereto.

                  SECTION 5.3 Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee.

                  (a)      The Issuer covenants that, notwithstanding any rights
of any other party herein to exercise any of its remedies as provided herein, if
(i) default is made in the payment of any interest on any Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the principal of or any installment of
the principal of any Note when the same becomes due and payable, the Issuer will
pay to the Indenture Trustee, for the benefit of the Holders of the Notes, the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal, and, to the extent payment at such rate of
interest will be legally enforceable, upon overdue installments of interest, at
the applicable Interest Rate and in addition thereto such further amount as will
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

                  (b)      Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured

                                       32

<PAGE>

Party, with full power of substitution, to execute, acknowledge and deliver any
notice, document, certificate, paper, pleading or instrument and to do in the
name of the Controlling Party as well as in the name, place and stead of such
Issuer Secured Party such acts, things and deeds for or on behalf of and in the
name of such Issuer Secured Party under this Indenture (including specifically
under Section 5.4) and under the Basic Documents which such Issuer Secured Party
could or might do or which may be necessary, desirable or convenient in such
Controlling Party's sole discretion to effect the purposes contemplated
hereunder and under the Basic Documents and, without limitation, following the
occurrence of an Event of Default, exercise full right, power and authority to
take, or defer from taking, any and all acts with respect to the administration,
maintenance or disposition of the Trust Estate.

                  (c)      If an Event of Default occurs and is continuing, the
Indenture Trustee may with the consent of the Controlling Party and will, at the
direction of the Controlling Party, proceed to protect and enforce its rights
and the rights of the Noteholders by such appropriate Proceedings as the
Indenture Trustee or the Controlling Party will deem most effective to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

                  (d)      [Reserved.]

                  (e)      In case there will be pending, relative to the Issuer
or any other obligor upon the Notes or any Person having or claiming an
ownership interest in the Trust Estate, proceedings under Title 11 of the United
States Code or any other applicable federal or State bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official has been appointed
for or taken possession of the Issuer or its property or such other obligor or
Person, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Notes, or to the creditors or property of the
Issuer or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes will then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee has
made any demand pursuant to the provisions of this Section, will be entitled and
empowered, by intervention in such proceedings or otherwise to, and may with the
Insurer's consent (so long as the Insurer is the Controlling Party), and will,
at the direction of the Controlling Party:

                  (i)      file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Indenture Trustee (including any claim
         for reasonable compensation to the Indenture Trustee and each
         predecessor Indenture Trustee, and their respective agents, attorneys
         and counsel, and for reimbursement of all expenses and liabilities
         incurred, and all advances made, by the Indenture Trustee and each
         predecessor Indenture Trustee, except as a result of negligence, bad
         faith or willful misconduct) and of the Noteholders allowed in such
         proceedings;

                                       33

<PAGE>

                  (ii)     unless prohibited by applicable law and regulations,
         vote on behalf of the Noteholders in any election of a trustee, a
         standby trustee or person performing similar functions in any such
         proceedings;

                  (iii)    collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf; and

                  (iv)     file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Indenture Trustee or the Noteholders allowed in any judicial
         proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
will consent to the making of payments directly, to such Noteholders, to pay to
the Indenture Trustee such amounts as will be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

                  (f)      Nothing herein contained will be deemed to authorize
the Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such Proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar person.

                  (g)      All rights of action and of asserting claims under
this Indenture or under any of the Notes may be enforced by the Indenture
Trustee without the possession of any of the Notes or the production thereof in
any trial or other proceedings relative thereto, and any such action or
Proceedings instituted by the Indenture Trustee will be brought in its own name
as Indenture Trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor trustee and their respective agents and attorneys,
will be for the ratable benefit of the Holders of the Notes.

                  (h)      In any Proceedings brought by the Indenture Trustee
(and also any Proceedings involving the interpretation of any provision of this
Indenture), the Indenture Trustee will be held to represent all the Holders of
the Notes, and it will not be necessary to make any Noteholder a party to any
such proceedings.

                  SECTION 5.4 Remedies.

                  (a)      If an Event of Default has occurred and is continuing
and the Notes have been declared due and payable and such declaration and its
consequences have not been rescinded, the Indenture Trustee may, with the
consent of the Insurer (so long as the Insurer is

                                       34

<PAGE>

the Controlling Party) and will, at the direction of the Controlling Party, do
one or more of the following (subject to Section 5.5):

                  (i)      institute Proceedings in its own name and as trustee
         of an express trust for the collection of all amounts then payable on
         the Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise, enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes moneys adjudged
         due;

                  (ii)     institute Proceedings from time to time for the
         complete or partial foreclosure of this Indenture with respect to the
         Trust Estate;

                  (iii)    exercise any remedies of a secured party under the
         UCC and take any other appropriate action to protect and enforce the
         rights and remedies of the Indenture Trustee and the Holders of the
         Notes; and

                  (iv)     sell the Trust Estate or any portion thereof or
         rights or interest therein, at one or more public or private sales
         called and conducted in any manner permitted by law; provided, however,
         that

                           (A)      if the Insurer is the Controlling Party, the
                  Insurer may not direct the sale or other liquidation of the
                  Trust Estate unless the proceeds of such sale or liquidation
                  distributable to the Noteholders are sufficient to discharge
                  in full all amounts then due and unpaid upon such Notes for
                  principal and interest (except that, if the proceeds are not
                  sufficient to discharge all amounts due the Class B
                  Noteholders, and all of the Class B Noteholders have consented
                  to such sale, then the Insurer may direct the sale or
                  liquidation of the Trust Estate); or

                           (B)      if the Indenture Trustee is the Controlling
                  Party, the Indenture Trustee may not sell or otherwise
                  liquidate the Trust Estate following an Event of Default
                  unless either

                                            (x) Noteholders representing not
                                    less than 100% of the Outstanding Amount of
                                    the Notes consent thereto, or

                                            (y) the proceeds of such sale or
                                    liquidation distributable to the Noteholders
                                    are sufficient to discharge in full all
                                    amounts then due and unpaid upon such Notes
                                    for principal and interest, or

                                            (z) the Indenture Trustee determines
                                    that the Trust Estate will not continue to
                                    provide sufficient funds for the payment of
                                    principal of and interest on the Notes as
                                    they would have become due if the Notes had
                                    not been declared due and payable, and the
                                    Indenture Trustee provides prior written
                                    notice to the Rating Agencies and obtains
                                    the consent of Holders of 66-2/3% of the
                                    Outstanding Amount of the Notes.

                  In determining such sufficiency or insufficiency with respect
to clause (y) and (z), the Indenture Trustee may, but need not, obtain and
conclusively rely upon an opinion of an

                                       35

<PAGE>

Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

                  SECTION 5.5 Optional Preservation of the Receivables. If the
Indenture Trustee is the Controlling Party and if the Notes have been declared
to be due and payable under Section 5.2 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may but need not maintain possession of the Trust Estate. It
is the desire of the parties hereto and the Noteholders that there be at all
times sufficient funds for the payment of principal of and interest on the
Notes, and the Indenture Trustee will take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Indenture
Trustee may, but need not, obtain and conclusively rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

                  SECTION 5.6 Priorities.

                  (a)      Following (1) the acceleration of the Notes pursuant
to Section 5.2 or (2) the receipt of Insolvency Proceeds pursuant to Section
10.1(b) of the Sale and Servicing Agreement, the Indenture Trustee will apply
the following amounts from (i) Available Funds on deposit in the Collection
Account, including any money or property collected pursuant to Section 5.4 of
this Indenture and any such Insolvency Proceeds, after the payment of all
amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture,
and (ii) amounts on deposit in the Spread Account on the related Distribution
Date in the following order of priority:

                  FIRST: amounts due and owing and required to be distributed
         to the Servicer (provided there is no Servicer Termination Event), the
         Owner Trustee, the Indenture Trustee, and Backup Servicer,
         respectively, pursuant to priorities (i) and (ii) of Section 5.7(a) of
         the Sale and Servicing Agreement and not previously distributed, in the
         order of such priorities as set forth therein and without limitation,
         preference or priority of any kind within such priorities;

                  SECOND: to the Holders of the Class A Notes, for amounts due
         and unpaid on such Class A Notes for interest, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Class A Notes for interest;

                  THIRD: to Class B Noteholders for amounts due and unpaid on
         the Class B Notes for interest;

                  FOURTH: to the Class A-1 Noteholders, for amounts due and
         unpaid on the Class A-1 Notes for principal, then, to the Holders of
         the other classes of Class A Notes, for amounts due and unpaid on such
         Class A Notes for principal, ratably, without preference or priority of
         any kind, according to the amounts due and payable on such Class A
         Notes for principal;

                  FIFTH: amounts due and owing and required to be distributed to
         the Insurer pursuant to priority (vi), (x) and (xiii) of Section 5.7(a)
         of the Sale and Servicing Agreement and not previously distributed;

                                       36

<PAGE>

                  SIXTH: to Class B Noteholders for amounts due and unpaid on
         the Class B Notes for principal; and

                  SEVENTH: any remainder to the Holders of the Certificates.

                  (b)      The Indenture Trustee may fix a record date and
payment date for any payment to Noteholders pursuant to this Section 5.6. At
least 15 days before such record date the Issuer will mail to each Noteholder
and the Indenture Trustee a notice that states the record date, the payment date
and the amount to be paid.

                  SECTION 5.7 Limitation of Suits. No Holder of any Note has any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (i)      such Holder has previously given written notice to
         the Indenture Trustee of a continuing Event of Default;

                  (ii)     the Holders of not less than 25% of the Outstanding
         Amount of the Notes have made written request to the Indenture Trustee
         to institute such Proceeding in respect of such Event of Default in its
         own name as Indenture Trustee hereunder;

                  (iii)    such Holder or Holders have offered to the Indenture
         Trustee indemnity reasonably satisfactory to it against the costs,
         expenses and liabilities to be incurred in complying with such request;

                  (iv)     the Indenture Trustee for 60 days after its receipt
         of such notice, request and offer of indemnity has failed to institute
         such Proceedings;

                  (v)      no direction inconsistent with such written request
         has been given to the Indenture Trustee during such 60-day period by
         the Holders of a majority of the Outstanding Amount of the Notes; and

                  (vi)     the Insurer is not the Controlling Party;

it being understood and intended that no one or more Noteholders has any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Noteholders or
to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided.

                  In the event the Indenture Trustee receives conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Outstanding Amount of the Notes, the
Indenture Trustee will act at the direction of the group of Noteholders with the
greater Outstanding Amount of Notes, provided, however, that in the event the
Indenture Trustee receives conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders representing an equal Outstanding Amount
of Notes, the Indenture Trustee in its sole discretion may determine what
action, if any, will be taken, notwithstanding any other provisions of this
Indenture.

                                       37

<PAGE>

                  SECTION 5.8 Unconditional Rights of Noteholders To Receive
Principal and Interest. Notwithstanding any other provisions in this Indenture,
the Holder of any Note has the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and
to institute suit for the enforcement of any such payment, and such right will
not be impaired without the consent of such Holder.

                  SECTION 5.9 Restoration of Rights and Remedies. If the
Controlling Party or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders will, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the Noteholders will continue as though no such Proceeding had been instituted.

                  SECTION 5.10 Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Controlling Party or to the
Noteholders is intended to be exclusive of any other right or remedy, and every
right and remedy will, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, will not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 5.11 Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee, the Controlling Party or any Holder of any
Note to exercise any right or remedy accruing upon any Default or Event of
Default will impair any such right or remedy or constitute a waiver of any such
Default or Event of Default or an acquiescence therein. Every right and remedy
given by this Article V or by law to the Indenture Trustee or to the Noteholders
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Noteholders, as the case may be.

                  SECTION 5.12 Control by Noteholders. If the Indenture Trustee
is the Controlling Party, the Majority Noteholders will have the right to direct
the time, method and place of conducting any Proceeding for any remedy available
to the Indenture Trustee with respect to the Notes or exercising any trust or
power conferred on the Indenture Trustee; provided that:

                  (i)      such direction will not be in conflict with any rule
         of law or with this Indenture;

                  (ii)     any direction to the Indenture Trustee to sell or
         liquidate the Trust Estate is subject to the express terms of Section
         5.4;

                  (iii)    if the conditions set forth in Section 5.5 have been
         satisfied and the Indenture Trustee elects to retain the Trust Estate
         pursuant to such Section, then any

                                       38

<PAGE>

         direction to the Indenture Trustee by Noteholders representing less
         than 100% of the Outstanding Amount of the Notes to sell or liquidate
         the Trust Estate will be of no force and effect; and

                  (iv)     the Indenture Trustee may take any other action
         deemed proper by the Indenture Trustee that is not inconsistent with
         such direction;

provided, however, that, subject to Article VI, the Indenture Trustee need not
take any action that it determines might involve it in liability, financial or
otherwise, without receiving indemnity satisfactory to it, or might materially
adversely affect the rights of any Noteholders not consenting to such action.

                  SECTION 5.13 Waiver of Past Defaults. The Insurer may, or if
an Insurer Default has occurred and is continuing, the Majority Noteholders may,
prior to the declaration of the acceleration of the maturity of the Notes as
provided in Section 5.4, waive any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of or interest on any
of the Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note. In the case
of any such waiver, the Issuer, the Indenture Trustee and the Holders of the
Notes will be restored to their former positions and rights hereunder,
respectively; but no such waiver will extend to any subsequent or other Default
or impair any right consequent thereto.

                  Upon any such waiver, such Default will cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom will be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver will extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

                  SECTION 5.14 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance thereof
will be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section will not apply to (a) any suit instituted by the
Indenture Trustee or the Controlling Party, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by
any Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

                  SECTION 5.15 Waiver of Stay or Extension Laws. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the

                                       39
<PAGE>

performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

                  SECTION 5.16 Action on Notes. The Indenture Trustee's right to
seek and recover judgment on the Notes or under this Indenture will not be
affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or the Noteholders will be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or
by the levy of any execution under such judgment upon any portion of the Trust
Estate or upon any of the assets of the Issuer.

                  SECTION 5.17 Performance and Enforcement of Certain
Obligations.

                  (a)      Promptly following a request from the Indenture
Trustee to do so and at the Servicer's expense, the Issuer agrees to take all
such lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Servicer of its obligations to the Issuer
under or in connection with the Sale and Servicing Agreement in accordance with
the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale
and Servicing Agreement to the extent and in the manner directed by the
Indenture Trustee, including the institution of legal or administrative actions
or Proceedings to compel or secure performance by the Servicer of its
obligations under the Sale and Servicing Agreement.

                  (b)      If the Indenture Trustee is a Controlling Party and
if an Event of Default has occurred and is continuing, the Indenture Trustee
may, and, at the written direction of the Majority Noteholders will, subject to
Article VI, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Servicer under or in connection with the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Servicer of its obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the
Issuer to take such action will be suspended.

                                   ARTICLE VI

                              The Indenture Trustee

                  SECTION 6.1 Duties of Indenture Trustee.

                  (a)      If an Event of Default has occurred and is
continuing, the Indenture Trustee will exercise, subject to the provisions of
Article V, the rights and powers vested in it by this Indenture and the Basic
Documents to which it is a Party and use the same degree of care and skill in
its exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

                  (b)      Except during the continuance of an Event of Default:

                                       40
<PAGE>

                  (i)      the Indenture Trustee undertakes to perform such
         duties and only such duties as are specifically set forth in this
         Indenture and no implied covenants or obligations will be read into
         this Indenture against the Indenture Trustee; and

                  (ii)     in the absence of bad faith on its part, the
         Indenture Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Indenture Trustee and
         conforming to the requirements of this Indenture; however, the
         Indenture Trustee will examine the certificates and opinions to
         determine whether or not they conform on their face to the requirements
         of this Indenture.

                  (c)      The Indenture Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

                  (i)      this paragraph does not limit the effect of Section
         6.1 (b);

                  (ii)     the Indenture Trustee will not be liable for any
         error of judgment made in good faith by a Responsible Officer unless it
         is proved that the Indenture Trustee was negligent in ascertaining the
         pertinent facts; and

                  (iii)    the Indenture Trustee will not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 5.12.

                  (d)      The Indenture Trustee will not be liable for interest
on any money received by it except as the Indenture Trustee may agree in writing
with the Issuer.

                  (e)      Money held in trust by the Indenture Trustee need not
be segregated from other funds except to the extent required by law or the terms
of this Indenture or the Sale and Servicing Agreement.

                  (f)      No provision of this Indenture will require the
Indenture Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if it has reasonable grounds to believe that
repayment of such funds or indemnity reasonably satisfactory to it against such
risk or liability is not assured to it.

                  (g)      Every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Indenture
Trustee will be subject to the provisions of this Section 6.1 and to the
provisions of the TIA.

                  (h)      The Indenture Trustee will, upon two Business Days'
prior notice to the Indenture Trustee, permit any representative of the Insurer
at the expense of the Trust, during the Indenture Trustee's normal business
hours, to examine all books of account, records, reports and other papers of the
Indenture Trustee relating to the Notes, to make copies and extracts therefrom
and to discuss the Indenture Trustee's affairs and actions, as such affairs and
actions relate to the Indenture Trustee's duties with respect to the Notes, with
the Indenture Trustee's officers and employees responsible for carrying out the
Indenture Trustee's duties with respect to the Notes.

                                       41
<PAGE>

                  (i)      The Indenture Trustee will, and hereby agrees that it
will, perform all of the obligations and duties required of it under the Sale
and Servicing Agreement.

                  (j)      The Indenture Trustee will, and hereby agrees that it
will, hold the Note Policy in trust, and will hold any proceeds of any claim on
the Note Policy in trust solely for the use and benefit of the Noteholders.

                  (k)      Without limiting the generality of this Section 6.1,
the Indenture Trustee will have no duty (i) to see to any recording, filing or
depositing of this Indenture or any agreement referred to herein or any
financing statement evidencing a security interest in the Financed Vehicles, or
to see to the maintenance of any such recording or filing or depositing or to
any recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or discharge of any tax, assessment or
other governmental charge or any Lien or encumbrance of any kind owing with
respect to, assessed or levied against any part of the Trust Estate, (iv) to
confirm or verify the contents of any reports or certificates delivered to the
Indenture Trustee pursuant to this Indenture or the Sale and Servicing Agreement
believed by the Indenture Trustee to be genuine and to have been signed or
presented by the proper party or parties, or (v) to inspect the Financed
Vehicles at any time or ascertain or inquire as to the performance of observance
of any of the Issuer's, the Depositor's or the Servicer's representations,
warranties or covenants or the Servicer's duties and obligations as Servicer and
as custodian of the Receivable Files under the Sale and Servicing Agreement.

                  (l)      In no event will JPMorgan Chase Bank, in any of its
capacities hereunder, be deemed to have assumed any duties of the Owner Trustee
under the Delaware Statutory Trust Statute, common law, or the Trust Agreement.

                  SECTION 6.2 Rights of Indenture Trustee.

                  (a)      The Indenture Trustee may conclusively rely on any
report, certificate, opinion, statement or other document believed by it to be
genuine and to have been signed or presented by the proper person. The Indenture
Trustee need not investigate any fact or matter stated in the document.

                  (b)      Before the Indenture Trustee acts or refrains from
acting, it may require an Officer's Certificate or an Opinion of Counsel. The
Indenture Trustee will not be liable for any action it takes or omits to take in
good faith in reliance on the Officer's Certificate or Opinion of Counsel.

                  (c)      The Indenture Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the Indenture Trustee
will not be responsible for any misconduct or negligence on the part of, or for
the supervision of, Triad Financial Corporation, or any other such agent,
attorney, custodian or nominee appointed with due care by it hereunder.

                  (d)      The Indenture Trustee will not be liable for any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided,

                                       42
<PAGE>

however, that the Indenture Trustee's conduct does not constitute willful
misconduct, negligence or bad faith.

                  (e)      The Indenture Trustee may consult with counsel, and
the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes will be full and complete authorization and protection
from liability in respect to any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

                  (f)      The Indenture Trustee will be under no obligation to
institute, conduct or defend any litigation under this Indenture or in relation
to this Indenture, at the request, order or direction of any of the Noteholders
or the Controlling Party, pursuant to the provisions of this Indenture, unless
such Noteholders or the Controlling Party has offered to the Indenture Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; provided, however, that the Indenture
Trustee will, upon the occurrence of an Event of Default (that has not been
cured), exercise the rights and powers vested in it by this Indenture, subject
to Article V, with reasonable care and skill.

                  (g)      The Indenture Trustee will not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so
by the Insurer (so long as no Insurer Default has occurred and is continuing) or
(if an Insurer Default has occurred and is continuing) by the Noteholders
evidencing not less than 25% of the Outstanding Amount thereof; provided,
however, that if the payment within a reasonable time to the Indenture Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture or the Sale and Servicing Agreement, the Indenture
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such
examination will be paid by the Person making such request, or, if paid by the
Indenture Trustee, will be reimbursed by the Person making such request upon
demand.

                  (h)      The Indenture Trustee will not be liable for any
losses on investments except for losses resulting from the failure of the
Indenture Trustee to make an investment in accordance with instructions given in
accordance hereunder. If the Indenture Trustee acts as the Note Paying Agent or
Note Registrar, the rights and protections afforded to the Indenture Trustee
will be afforded to the Note Paying Agent and Note Registrar.

                  (i)      The Indenture Trustee will not be required to take
notice or be deemed to have notice or knowledge of any Default or Event of
Default or Servicer Termination Event unless a Responsible Officer of the
Indenture Trustee has received written notice or obtained actual knowledge
thereof. In the absence of receipt of such notice or actual knowledge, the
Indenture Trustee may conclusively assume that there is no Default or Event of
Default or Servicer Termination Event.

                  (j)      Anything in this Agreement to the contrary
notwithstanding, in no event will the Indenture Trustee be liable for special,
indirect or consequential loss or damage of any

                                       43
<PAGE>

kind whatsoever (including but not limited to lost profits), even if the
Indenture Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.

                  SECTION 6.3 Individual Rights of Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any Note
Paying Agent, Note Registrar, co-registrar or co-Note Paying Agent may do the
same with like rights. However, the Indenture Trustee must comply with Sections
6.11 and 6.12.

                  SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture, the Trust Estate or the Notes, it will
not be accountable for the Issuer's use of the proceeds from the Notes, and it
will not be responsible for any statement of the Issuer in the Indenture or in
any document issued in connection with the sale of the Notes or in the Notes
other than the Indenture Trustee's certificate of authentication.

                  SECTION 6.5 Notice of Defaults. If an Event of Default occurs
and is continuing and if it is either known by, or written notice of the
existence thereof has been delivered to, a Responsible Officer of the Indenture
Trustee, the Indenture Trustee will mail to each Noteholder and the Insurer
(unless an Insurer Default has occurred and is continuing) notice of the Default
within 90 days after such knowledge or notice occurs. Except in the case of a
Default in payment of principal of or interest on any Note (including payments
pursuant to the mandatory redemption provisions of such Note), the Indenture
Trustee may withhold the notice if and so long as it in good faith determines
that withholding the notice is in the interests of Noteholders.

                  SECTION 6.6 Reports by Indenture Trustee to Holders. The
Indenture Trustee will deliver to each Noteholder such information as may be
reasonably required to enable such Holder to prepare its federal and State
income tax returns.

                  SECTION 6.7 Compensation and Indemnity.

                  (a)      Pursuant to Section 5.7(a) of the Sale and Servicing
Agreement, the Issuer will, or will cause the Servicer to, pay to the Indenture
Trustee and the Backup Servicer from time to time compensation for its services
as per a separate fee schedule. The Indenture Trustee's compensation will not be
limited by any law on compensation of a trustee of an express trust. The Issuer
will, or will cause the Servicer to, reimburse the Indenture Trustee and the
Backup Servicer for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses will include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's and the Backup Servicer's
agents, counsel, accountants and experts. The Issuer will, or will cause the
Servicer to, indemnify the Indenture Trustee and the Backup Servicer and their
respective officers, directors, employees and agents against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by each
of them in connection with the acceptance or the administration of this Trust
and the performance of its duties hereunder. The Indenture Trustee or the Backup
Servicer will notify the Issuer and the Servicer promptly of any

                                       44
<PAGE>

claim for which it may seek indemnity. Failure by the Indenture Trustee or the
Backup Servicer to so notify the Issuer and the Servicer will not relieve the
Issuer of its obligations hereunder or the Servicer of its obligations under
Section 8.2 and Article XI of the Sale and Servicing Agreement. The Issuer will,
or will cause the Servicer to, defend the claim, and if failure to provide
separate counsel will result in a conflict of interest, the Indenture Trustee or
the Backup Servicer may have separate counsel and the Issuer will cause the
Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee or the Backup Servicer through the
Indenture Trustee's or the Backup Servicer's own willful misconduct, negligence
or bad faith.

                  (b)      The Issuer's payment obligations to the Indenture
Trustee and the Backup Servicer pursuant to this Section 6.7 will survive the
discharge of this Indenture or the respective earlier resignation or removal of
the Indenture Trustee or the Backup Servicer. When the Indenture Trustee or the
Backup Servicer incurs expenses after the occurrence of a Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in this Indenture or the Basic
Documents, the Indenture Trustee agrees that the obligations of the Issuer (but
not the Servicer) to the Indenture Trustee hereunder and under the Basic
Documents will be recourse to the Trust Estate only and specifically will not be
recourse to the assets of the Certificateholder or any Noteholder. In addition,
the Indenture Trustee agrees that its recourse to the Issuer, the Trust Estate,
the Depositor and amounts held in the Spread Account will be limited to the
right to receive the distributions referred to in Section 5.7(a) of the Sale and
Servicing Agreement and Section 5.6 hereof.

                  SECTION 6.8 Replacement of Indenture Trustee. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Insurer. The
Issuer may, with the consent of the Controlling Party, and will at the request
of the Controlling Party, remove the Indenture Trustee, if:

                  (i)      the Indenture Trustee fails to comply with Section
         6.11;

                  (ii)     a court having jurisdiction in the premises in
         respect of the Indenture Trustee in an involuntary case or proceeding
         under federal or State banking or bankruptcy laws, as now or hereafter
         constituted, or any other applicable federal or State bankruptcy,
         insolvency or other similar law, has entered a decree or order granting
         relief or appointing a receiver, liquidator, assignee, custodian,
         trustee, conservator, sequestrator (or similar official) for the
         Indenture Trustee or for any substantial part of the Indenture
         Trustee's property, or ordering the winding-up or liquidation of the
         Indenture Trustee's affairs;

                  (iii)    an involuntary case under the federal bankruptcy
         laws, as now or hereafter in effect, or another present or future
         federal or State bankruptcy, insolvency or similar law is commenced
         with respect to the Indenture Trustee and such case is not dismissed
         within 60 days;

                                       45
<PAGE>

                  (iv)     the Indenture Trustee commences a voluntary case
         under any federal or state banking or bankruptcy laws, as now or
         hereafter constituted, or any other applicable federal or State
         bankruptcy, insolvency or other similar law, or consents to the
         appointment of or taking possession by a receiver, liquidator,
         assignee, custodian, trustee, conservator, sequestrator (or other
         similar official) for the Indenture Trustee or for any substantial part
         of the Indenture Trustee's property, or makes any assignment for the
         benefit of creditors or fails generally to pay its debts as such debts
         become due or takes any corporate action in furtherance of any of the
         foregoing; or

                  (v)      the Indenture Trustee otherwise becomes incapable of
         acting.

                  If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer will promptly appoint a successor Indenture Trustee acceptable to the
Insurer (so long as no Insurer Default has occurred and is continuing). If the
Issuer fails to appoint such a successor Indenture Trustee, the Insurer may
appoint a successor Indenture Trustee.

                  A successor Indenture Trustee will deliver a written
acceptance of its appointment to the retiring Indenture Trustee, the Insurer
(provided that no Insurer Default has occurred and is continuing) and to the
Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee
will become effective, subject to satisfaction of the Rating Agency Condition
and the successor Indenture Trustee will have all the rights, powers and duties
of the retiring Indenture Trustee under this Indenture. The successor Indenture
Trustee will mail a notice of its succession to Noteholders. The retiring
Indenture Trustee, at the expense of the Trust, will promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.

                  If a successor Indenture Trustee does not take office within
60 days after the retiring Indenture Trustee resigns or is removed
(notwithstanding that such resignation or removal is not effective), the
retiring Indenture Trustee, the Issuer or the Holders of a majority in
Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee.

                  If the Indenture Trustee fails to comply with Section 6.11,
any Noteholder with the Insurer's consent (unless an Insurer Default exists) may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.

                  Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the provisions
of this Section will not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8 and payment of all fees
and expenses owed to the outgoing Indenture Trustee.

                  Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's and the Servicer's obligations under
Section 6.7 will continue for the benefit of the retiring Indenture Trustee.

                                       46
<PAGE>

                  SECTION 6.9 Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act will be the successor Indenture Trustee;
provided, that the surviving corporation must satisfy the eligibility criteria
set forth in Section 6.11. The Indenture Trustee will provide the Rating
Agencies prior written notice of any such transaction.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee will succeed to the trusts
created by this Indenture any of the Notes will have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes will not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates will
have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee will have.

                  SECTION 6.10 Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

                  (a)      Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust Estate may at the time be located,
the Indenture Trustee with the consent of the Insurer (so long as no Insurer
Default has occurred and is continuing) will have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to the Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder will be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee will be required under Section 6.8 hereof.

                  (b)      Every 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 Indenture Trustee will be conferred or imposed upon
         and exercised or performed by the Indenture 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
         Indenture 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 Indenture 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 Estate 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 Indenture Trustee;

                                       47
<PAGE>

                  (ii)     no trustee hereunder will be personally liable by
         reason of any act or omission of any other trustee hereunder, including
         acts or omissions of predecessor or successor trustees; and

                  (iii)    the Indenture Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.

                  (c)      Any notice, request or other writing given to the
Indenture 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 VI. 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 Indenture Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including every provision of
this Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Indenture Trustee. Every such instrument will be
filed with the Indenture Trustee.

                  (d)      Any separate trustee or co-trustee may at any time
constitute the Indenture 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, dissolve, become insolvent, become incapable of
acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts will invest in and be exercised by the Indenture Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.

                  (e)      Any and all amounts relating to the fees and expenses
of the co-Indenture Trustee or separate Indenture Trustee will be borne by the
Trust Estate.

                  SECTION 6.11 Eligibility: Disqualification. The Indenture
Trustee will at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee will have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and it will have a long term debt rating of BBB-, or an equivalent rating, or
better by the Rating Agencies. The Indenture Trustee will provide copies of such
reports to the Insurer upon request. The Indenture Trustee will comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided, however, that there will be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

                  SECTION 6.12 Preferential Collection of Claims Against Issuer.
The Indenture Trustee will comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has
resigned or been removed will be subject to TIA Section 311(a) to the extent
indicated.

                                       48
<PAGE>

                  SECTION 6.13 Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Issuer and to each
Issuer Secured Party as follows:

                  (a)      Due Organization. The Indenture Trustee is a New York
banking corporation and is duly authorized and licensed under applicable law to
conduct its business as presently conducted.

                  (b)      Corporate Power. The Indenture Trustee has all
requisite right, power and authority to execute and deliver this Indenture and
to perform all of its duties as Indenture Trustee hereunder.

                  (c)      Due Authorization. The execution and delivery by the
Indenture Trustee of this Indenture and the other Basic Documents to which it is
a party, and the performance by the Indenture Trustee of its duties hereunder
and thereunder, have been duly authorized by all necessary corporate proceedings
and no further approvals or filings, including any governmental approvals, are
required for the valid execution and delivery by the Indenture Trustee, or the
performance by the Indenture Trustee, of this Indenture and such other Basic
Documents.

                  (d)      Valid and Binding Indenture. The Indenture Trustee
has duly executed and delivered this Indenture and each other Basic Document to
which it is a party, and each of this Indenture and each such other Basic
Document constitutes the legal, valid and binding obligation of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with its terms,
except as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability.

                  SECTION 6.14 Waiver of Setoffs. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Trust
Account and agrees that amounts in the Trust Accounts will at all times be held
and applied solely in accordance with the provisions hereof.

                  SECTION 6.15 Control by the Controlling Party. The Indenture
Trustee will comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party, except that if any
Event of Default has occurred and is continuing, the Indenture Trustee will act
upon and comply with notices and instructions given by the Controlling Party
alone in the place and stead of the Issuer.

                                   ARTICLE VII

                         Noteholders' Lists and Reports

                  SECTION 7.1 Issuer To Furnish To Indenture Trustee Names and
Addresses of Noteholders. The Issuer will furnish or cause to be furnished to
the Indenture Trustee (a) not more than five days after each Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names
and addresses of the Holders as of such Record Date, (b) at such other times as
the Indenture Trustee may request in writing, within 30 days after

                                       49
<PAGE>

receipt by the Issuer of any such request, a list of similar form and content as
of a date not more than 10 days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list will be required to be furnished. The Indenture Trustee or, if the
Indenture Trustee is not the Note Registrar, the Issuer will furnish to the
Insurer in writing at such times as the Insurer may request a copy of the list.

                  SECTION 7.2 Preservation of Information; Communications to
Noteholders.

                  (a)      The Indenture Trustee will preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.1 and the names and addresses of Holders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

                  (b)      Noteholders may communicate pursuant to TIA Section
312(b) with other Noteholders with respect to their rights under this Indenture
or under the Notes.

                  (c)      The Issuer, the Indenture Trustee and the Note
Registrar will have the protection of TIA Section 312(c).

                  SECTION 7.3 Reports by Issuer.

                  (a)      The Issuer will:

                  (i)      file with the Indenture Trustee, within 15 days after
         the Issuer is required to file the same with the Commission, copies of
         the annual reports and of the information, documents and other reports
         (or copies of such portions of any of the foregoing as the Commission
         may from time to time by rules and regulations prescribe) which the
         Issuer may be required to file with the Commission pursuant to Section
         13 or 15(d) of the Exchange Act;

                  (ii)     file with the Indenture Trustee and the Commission in
         accordance with rules and regulations prescribed from time to time by
         the Commission such additional information, documents and reports with
         respect to compliance by the Issuer with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (iii)    supply to the Indenture Trustee (and the Indenture
         Trustee will transmit by mail to all Noteholders described in TIA
         Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the Issuer pursuant to clauses (i) and
         (ii) of this Section 7.3(a) as may be required by rules and regulations
         prescribed from time to time by the Commission.

                  (b)      Unless the Issuer otherwise determines, the fiscal
year of the Issuer will end on December 31 of each year.

                                       50
<PAGE>

                  SECTION 7.4 Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after each May 31, beginning with May 31, 2004,
the Indenture Trustee will mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also will comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Noteholders will be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Notes are listed. The Issuer will notify
the Indenture Trustee if and when the Notes are listed on any stock exchange.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

                  SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
will receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale and
Servicing Agreement. The Indenture Trustee will apply all such money received by
it as provided in this Indenture and the Sale and Servicing Agreement. Except as
otherwise expressly provided in this Indenture or in the Sale and Servicing
Agreement, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
proceedings. Any such action will be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

                  SECTION 8.2 Release of Trust Estate.

                  (a)      Subject to the payment of its fees and expenses and
other amounts pursuant to Section 6.7, the Indenture Trustee may (with the
Insurer's consent, so long as the Insurer is the Controlling Party), and will at
the Controlling Party's direction, execute instruments to release property from
the lien of this Indenture, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
will be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

                  (b)      The Indenture Trustee will, at such time as there are
no Notes outstanding, all sums due the Indenture Trustee pursuant to Section 6.7
and all sums due the Insurer under the Insurance Agreement have been paid,
release any remaining portion of the Trust Estate that secured the Notes from
the lien of this Indenture and release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Trust Accounts. The Indenture
Trustee will release property from the lien of this Indenture pursuant to this
Section 8.2(b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of

                                       51
<PAGE>

Counsel and (if required by the TIA) Independent Certificates in accordance with
TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

                  SECTION 8.3 Opinion of Counsel. The Indenture Trustee will
receive at least seven days' notice when requested by the Issuer to take any
action pursuant to Section 8.2(a), accompanied by copies of any instruments
involved, and the Indenture Trustee may also require, as a condition to such
action, an Opinion of Counsel in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel will not be required to express
an opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.1 Supplemental Indentures Without Consent of
Noteholders. Without the consent of the Holders of any Notes but with the
consent of the Insurer (unless an Insurer Default has occurred and is
continuing) and with prior notice to the Rating Agencies by the Issuer, as
evidenced to the Indenture Trustee, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter into
one or more indentures supplemental hereto (which will conform to the provisions
of the Trust Indenture Act as in force at the date of the execution thereof), in
form satisfactory to the Indenture Trustee, for any of the following purposes;
provided that such action will not adversely affect the interests of the Holders
of the Notes or of the Insurer as evidenced by an Opinion of Counsel to the
Issuer:

                  (i)      to correct or amplify the description of any property
         at any time subject to the lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the lien of this Indenture, or to subject
         to the lien of this Indenture additional property;

                  (ii)     to evidence the succession, in compliance with the
         applicable provisions hereof, of another person to the Issuer, and the
         assumption by any such successor of the covenants of the Issuer herein
         and in the Notes contained;

                  (iii)    to add to the covenants of the Issuer, for the
         benefit of the Holders of the Notes, or to surrender any right or power
         herein conferred upon the Issuer;

                  (iv)     to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

                  (v)      to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture which may be
         inconsistent with any other provision herein or

                                       52
<PAGE>

         in any supplemental indenture or to make any other provisions with
         respect to matters or questions arising under this Indenture or in any
         supplemental indenture;

                  (vi)     to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Notes
         and to add to or change any of the provisions of this Indenture as will
         be necessary to facilitate the administration of the trusts hereunder
         by more than one trustee, pursuant to the requirements of Article VI;
         or

                  (vii)    to modify, eliminate or add to the provisions of this
         Indenture to such extent as will be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA.

                  The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

                  SECTION 9.2 Supplemental Indentures with Consent of
Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies, with the consent of
the Insurer (unless an Insurer Default has occurred and is continuing) and with
the consent of the Majority Noteholders, by Act of such Holders delivered to the
Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that, if an Insurer Default has occurred and is
continuing, such supplemental indenture will not materially and adversely affect
the interests of the Insurer; provided further, that subject to the express
rights of the Insurer under the Basic Documents, no such supplemental indenture
will, without the consent of the Holder of each Outstanding Note affected
thereby:

                  (i)      change the date of payment of any installment of
         principal of or interest on any Note, or reduce the principal amount
         thereof, the interest rate thereon or the Redemption Price with respect
         thereto, change the provision of this Indenture relating to the
         application of collections on, or the proceeds of the sale of, the
         Trust Estate to payment of principal of or interest on the Notes, or
         change any place of payment where, or the coin or currency in which,
         any Note or the interest thereon is payable;

                  (ii)     impair the right to institute suit for the
         enforcement of the provisions of this Indenture requiring the
         application of funds available therefor, as provided in Article V, to
         the payment of any such amount due on the Notes on or after the
         respective due dates thereof (or, in the case of redemption, on or
         after the Redemption Date);

                  (iii)    reduce the percentage of the Outstanding Amount of
         the Notes, the consent of the Holders of which is required for any such
         supplemental indenture, or the consent of the Holders of which is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

                                       53
<PAGE>

                  (iv)     modify or alter the provisions of the proviso to the
         definition of the term "Outstanding";

                  (v)      reduce the percentage of the Outstanding Amount of
         the Notes required to direct the Indenture Trustee to sell or liquidate
         the Trust Estate pursuant to Section 5.4;

                  (vi)     modify any provision of this Section except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each
         Outstanding Note affected thereby;

                  (vii)    modify any of the provisions of this Indenture in
         such manner as to affect the calculation of the amount of any payment
         of interest or principal due on any Note on any Distribution Date
         (including the calculation of any of the individual components of such
         calculation) or to affect the rights of the Noteholders to the benefit
         of any provisions for the mandatory redemption of the Notes contained
         herein; or

                  (viii)   permit the creation of any lien ranking prior to or
         on a parity with the lien of this Indenture with respect to any part of
         the Trust Estate or, except as otherwise permitted or contemplated
         herein or in any of the Basic Documents, terminate the lien of this
         Indenture on any property at any time subject hereto or deprive the
         Holder of any Note of the security provided by the lien of this
         Indenture.

                  The Indenture Trustee may determine whether or not any Notes
would be affected by any supplemental indenture and any such determination will
be conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The Indenture Trustee will not be liable
for any such determination made in good faith.

                  It will not be necessary for any Act of Noteholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it will be sufficient if such Act will approve the substance
thereof.

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee will mail to the Holders of the Notes to which such amendment
or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such supplemental indenture.

                  SECTION 9.3 Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the amendments or modifications
thereby of the trusts created by this Indenture, the Indenture Trustee will be
entitled to receive, will be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Indenture Trustee may, but will not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                                       54
<PAGE>

                  SECTION 9.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture will be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
will thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture will be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

                  SECTION 9.5 Conformity With Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX will conform to the requirements of the Trust Indenture Act
as then in effect so long as this Indenture will then be qualified under the
Trust Indenture Act.

                  SECTION 9.6 Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and if required by the Indenture
Trustee will, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee will so determine, new Notes so modified as to conform, in the
opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X

                               Redemption of Notes

                  SECTION 10.1 Redemption.

                  (a)      The Notes are subject to redemption in whole, but not
in part, at the direction of the Servicer pursuant to Section 10.1(a) of the
Sale and Servicing Agreement, on any Distribution Date on which the Servicer
exercises its option to purchase the Owner Trust Estate, other than the Trust
Accounts, on the last day of any Collection Period as of which the Pool Balance
will be less than or equal to 10% of the Original Pool Balance, (with the
consent of the Insurer if such purchase would result in a claim on the Note
Policy or would result in any amount owing to the Insurer under the Insurance
Agreement remaining unpaid) pursuant to said Section 10.1(a), for a purchase
price equal to the Redemption Price. The Servicer or the Issuer will furnish the
Insurer and the Rating Agencies notice of such redemption. If the Notes are to
be redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer will
furnish notice of such election to the Indenture Trustee not later than 25 days
prior to the Redemption Date and the Issuer will deposit with the Indenture
Trustee in the Collection Account the Redemption Price of the Notes to be
redeemed at least two Business Days prior to the Redemption Date whereupon all
such Notes will be due and payable on the Redemption Date upon the furnishing of
a notice complying with Section 10.2 to each Holder of Notes.

                                       55
<PAGE>

                  (b)      In the event that the assets of the Trust are
distributed pursuant to Section 8.1 of the Trust Agreement, all amounts on
deposit in the Note Distribution Account will be paid to the Noteholders up to
the Outstanding Amount of the Notes and all accrued and unpaid interest thereon.
If amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the
Servicer or the Issuer will, to the extent practicable, furnish notice of such
event to the Indenture Trustee not later than 45 days prior to the Redemption
Date whereupon all such amounts will be payable on the Redemption Date.

                  SECTION 10.2 Form of Redemption Notice.

                  Notice of redemption under Section 10.1 will be given by the
Indenture Trustee by facsimile or by first-class mail, postage prepaid,
transmitted or mailed prior to the applicable Redemption Date to each Holder of
Notes, as of the close of business on the Record Date preceding the applicable
Redemption Date, at such Holder's address appearing in the Note Register.

                  All notices of redemption will state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    that the Record Date otherwise applicable to such
         Redemption Date is not applicable and that payments will be made only
         upon presentation and surrender of such Notes and the place where such
         Notes are to be surrendered for payment of the Redemption Price (which
         will be the office or agency of the Issuer to be maintained as provided
         in Section 3.2); and

                  (iv)     that interest on the Notes will cease to accrue on
         the Redemption Date.

                  Notice of redemption of the Notes will be given by the
Indenture Trustee in the name and at the expense of the Issuer. Failure to give
notice of redemption, or any defect therein, to any Holder of any Note will not
impair or affect the validity of the redemption of any other Note.

                  SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed will, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer will
default in the payment of the Redemption Price) no interest will accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

                                   ARTICLE XI

                                  Miscellaneous

                  SECTION 11.1 Compliance Certificates and Opinions, etc. Upon
any application or request by the Issuer to the Indenture Trustee to take any
action under any

                                       56
<PAGE>

provision of this Indenture, the Issuer will furnish to the Indenture Trustee
and to the Insurer (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) if requested by the Indenture Trustee an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

                  (a)      Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture will
include:

                  (i)      a statement that each signatory of such certificate
         or opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                  (ii)     a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii)    a statement that, in the opinion of each such
         signatory, such signatory has made such examination or investigation as
         is necessary to enable such signatory to express an informed opinion as
         to whether or not such covenant or condition has been complied with;
         and

                  (iv)     a statement as to whether, in the opinion of each
         such signatory, such condition or covenant has been complied with.

                  (b)      (i) Prior to the deposit of any Collateral or
other property or securities with the Indenture Trustee that is to be made the
basis for the release of any property or securities subject to the lien of this
Indenture, other than in connection with a release of any Purchased Receivable
or Liquidated Receivable, the Issuer will, in addition to any obligation imposed
in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee and the Insurer an Officer's Certificate certifying or stating the
opinion of each person signing such certificate as to the fair value (within 90
days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

                  (ii)     Whenever the Issuer is required to furnish to the
         Indenture Trustee and the Insurer an Officer's Certificate certifying
         or stating the opinion of any signer thereof as to the matters
         described in clause (i) above, the Issuer will also deliver to the
         Indenture Trustee and the Insurer an Independent Certificate as to the
         same matters, if the fair value to the Issuer of the securities to be
         so deposited and of all other such securities made the basis of any
         such withdrawal or release since the commencement of the then-current
         fiscal year of the Issuer, as set forth in the certificates delivered
         pursuant to clause (i) above and this clause (ii), is 10% or more of
         the Outstanding Amount of the Notes, but such a certificate need not be
         furnished with respect to any securities so deposited, if the

                                       57
<PAGE>

         fair value thereof to the Issuer as set forth in the related Officer's
         Certificate is less than $25,000 or less than 1% of the Outstanding
         Amount of the Notes.

                  (iii)    Other than with respect to the release of any
         Purchased Receivables or Liquidated Receivables, whenever any property
         or securities are to be released from the lien of this Indenture, the
         Issuer will also furnish to the Indenture Trustee and the Insurer an
         Officer's Certificate certifying or stating the opinion of each person
         signing such certificate as to the fair value (within 90 days of such
         release) of the property or securities proposed to be released and
         stating that in the opinion of such person the proposed release will
         not impair the security under this Indenture in contravention of the
         provisions hereof.

                  (iv)     Whenever the Issuer is required to furnish to the
         Indenture Trustee and the Insurer an Officer's Certificate certifying
         or stating the opinion of any signer thereof as to the matters
         described in clause (iii) above, the Issuer will also furnish to the
         Indenture Trustee and the Insurer an Independent Certificate as to the
         same matters if the fair value of the property or securities and of all
         other property other than Purchased Receivables and Liquidated
         Receivables, or securities released from the lien of this Indenture
         since the commencement of the then current calendar year, as set forth
         in the certificates required by clause (iii) above and this clause
         (iv), equals 10% or more of the Outstanding Amount of the Notes, but
         such certificate need not be furnished in the case of any release of
         property or securities if the fair value thereof as set forth in the
         related Officer's Certificate is less than $25,000 or less than 1
         percent of the then Outstanding Amount of the Notes.

                  (v)      Notwithstanding Section 2.9 or any other provision of
         this Section 11.1(b), the Issuer may (A) collect, liquidate, sell or
         otherwise dispose of Receivables as and to the extent permitted or
         required by the Basic Documents and (B) make cash payments out of the
         Trust Accounts as and to the extent permitted or required by the Basic
         Documents.

                  SECTION 11.2 Form of Documents Delivered to Indenture Trustee.
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

                  Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his or her certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Servicer, the Depositor or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Depositor or the Issuer, unless such counsel knows, or in the exercise of
reasonable

                                       58
<PAGE>

care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the
Issuer will deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term hereof, it
is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document will in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the sufficiency of such certificate or report. The foregoing will not,
however, be construed to affect the Indenture Trustee's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

                  SECTION 11.3 Acts of Noteholders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly
provided such action will become effective when such instrument or instruments
are delivered to the Indenture Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent will be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section 11.3.

                  (b)      The fact and date of the execution by any person of
any such instrument or writing may be proved in any customary manner of the
Indenture Trustee.

                  (c)      The ownership of Notes will be proved by the Note
Register.

                  (d)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by the Holder of any Notes will bind the
Holder of every Note issued upon the registration thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered to
be done by the Indenture Trustee or the Issuer in reliance thereon, whether or
not notation of such action is made upon such Note.

                  SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and
Rating Agencies. 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:

                                       59
<PAGE>

             If to the Indenture Trustee:  JPMorgan Chase Bank
                                           4 New York Plaza, 6th Floor
                                           New York, New York 10004-2477
                                           Attention: Institutional Trust
                                                       Services - Triad 2003-B

             If to the Issuer:             Triad Automobile Receivables Trust
                                           2003-B in care of Wilmington Trust
                                           Company
                                           Rodney Square North
                                           1100 N. Market Street
                                           Wilmington, Delaware 19890

             with a copy to:               Triad Financial Corporation
                                           7711 Center Avenue, Suite 100
                                           Huntington Beach, CA 92647
                                           Attention: Chief Financial Officer
                                           with a separate copy mailed to the
                                           attention of: Vice President, Legal

The Issuer will promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.

             If to the Insurer:            MBIA Insurance Corporation
                                           113 King Street
                                           Armonk, New York 10504
                                           Attention:  Insured Portfolio
                                           Management-Structured Finance
                                           (IPM-SF) Triad
                                           Automobile Receivables Trust 2003-B
                                           Facsimile:     (914) 765-3810
                                           Confirmation:  (914) 765-3781

In each case in which notice or other communication to the Insurer refers to an
Event of Default, a claim on the Note Policy or with respect to which failure on
the part of the Insurer 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 "URGENT MATERIAL ENCLOSED."

             If to Moody's:                Moody's Investors Service, Inc.
                                           99 Church Street, 4th Floor
                                           New York, New York 10007
                                           Attention: ABS Monitoring Department

             If to Standard & Poor's:      Standard & Poor's
                                           A Division of The McGraw-Hill
                                           Companies, Inc.
                                           55 Water Street, 40th Floor
                                           New York, New York 10041

                                       60
<PAGE>

                                           Attention of Asset Backed
                                           Surveillance Department

             If to Fitch Ratings:          Fitch Ratings
                                           One State Street Plaza
                                           New York, New York  10004
                                           Attention:  ABS Group.

or, as to each of the foregoing, at such other address as will be designated by
written notice to the other parties. 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.

                  SECTION 11.5 Notices to Noteholders; Waiver. Where this
Indenture provides for notice to Noteholders of any event, such notice will be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder will affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner here
in provided will conclusively be presumed to have been duly given.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver will be the equivalent of such
notice. Waivers of notice by Noteholders will be filed with the Indenture
Trustee but such filing will not be a condition precedent to the validity of any
action taken in reliance upon such a waiver.

                  In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or similar activity, it will be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as will be satisfactory to the Indenture Trustee
will be deemed to be a sufficient giving of such notice.

                  Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice will not affect any other rights or
obligations created hereunder, and will not under any circumstance constitute a
Default or Event of Default.

                  SECTION 11.6 [Reserved].

                  SECTION 11.7 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision will control.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically deemed included
herein unless expressly excluded by

                                       61
<PAGE>

this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.

                  SECTION 11.8 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and will not affect the construction hereof.

                  SECTION 11.9 Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer will bind its
successors and assigns, whether so expressed or not. All agreements of the
Indenture Trustee in this Indenture will bind its successors.

                  SECTION 11.10 Separability. In case any provision in this
Indenture or in the Notes will be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

                  SECTION 11.11 Benefits of Indenture. The Insurer and its
successors and assigns will be a third-party beneficiary to the provisions of
this Indenture, and will be entitled to rely upon and directly to enforce such
provisions of this Indenture so long as no Insurer Default has occurred and is
continuing. Nothing in this Indenture or in the Notes, express or implied, will
give to any Person, other than the parties hereto and their successors
hereunder, the Insurer, and the Noteholders, and any other party secured
hereunder, and any other person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture. The Insurer may disclaim any of its rights and powers under this
Indenture (in which case the Indenture Trustee may exercise such right or power
hereunder), but not its duties and obligations under the Note Policy, upon
delivery of a written notice to the Indenture Trustee.

                  In exercising any of its voting rights, rights to direct or
consent or any other rights as the Insurer under this Indenture or any other
Basic Document, subject to the terms and conditions of this Indenture, the
Insurer will not have any obligation or duty to any Person to consider or take
into account the interests of any Person and will not be liable to any Person
for any action taken by it or at its discretion or any failure by it to act or
to direct that any action be taken, without regard to whether such inaction or
action benefits or adversely affects any Noteholder, the Issuer or any other
Person.

                  Without limiting the generality of this Section 11.11, the
Insurer, so long as it is the Controlling Party, will be entitled to instruct
the Indenture Trustee, by delivery of a written direction in the form of a
Removal Direction (as defined in Section 1.3 of the Intercreditor Agreement), to
remove the Servicer in accordance with such direction if the Insurer has
terminated the Servicer pursuant to the terms of the Sale and Servicing
Agreement, and the Indenture Trustee will, upon receipt of such Removal
Direction from the Insurer, act in accordance with the instructions of the
Insurer and in accordance with the procedures as set forth in Section 1.3 of the
Intercreditor Agreement.

                  SECTION 11.12 Legal Holidays. In any case where the date on
which any payment is due will not be a Business Day, then (notwithstanding any
other provision of the

                                       62
<PAGE>

Notes or this Indenture) payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date an which nominally due, and no interest will accrue for the period from
and after any such nominal date.

                  SECTION 11.13 Governing Law. THIS INDENTURE WILL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  SECTION 11.14 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed will be deemed to be an
original, but all such counterparts will together constitute but one and the
same instrument.

                  SECTION 11.15 Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee and the Insurer) to the effect
that such recording is necessary either for the protection of the Noteholders or
any other person secured hereunder or for the enforcement of any right or remedy
granted to the Indenture Trustee under this Indenture.

                  SECTION 11.16 Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Depositor, the Servicer, the Owner Trustee, the Backup Servicer or the Indenture
Trustee on the Notes or under this Indenture, any other Basic Document or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Depositor, the Servicer, the Indenture Trustee, the Backup
Servicer or the Owner Trustee (including in its individual capacity), (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Depositor, the
Servicer, the Indenture Trustee, the Backup Servicer or the Owner Trustee
(including in its individual capacity), any holder of a beneficial interest in
the Issuer, the Depositor, the Servicer, the Owner Trustee, the Backup Servicer
or the Indenture Trustee or of any successor or assign of the Depositor, the
Servicer, the Indenture Trustee, the Backup Servicer or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee, the Backup Servicer and the Owner
Trustee have no such obligations in their individual capacity) and except that
any such partner, owner or beneficiary will be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee will be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

                  SECTION 11.17 Limitation of Liability of Owner Trustee.

                  Notwithstanding anything contained herein to the contrary,
this Agreement has been executed by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event will Wilmington Trust Company in its

                                       63
<PAGE>

individual capacity or, except as expressly provided in the Trust Agreement, as
Owner Trustee have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse will be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of its duties or obligations hereunder or
in the performance of any duties or obligations of the Issuer hereunder, the
Owner Trustee will be subject to, and entitled to the benefits of, the terms and
provisions of Articles V, VI and VII of the Trust Agreement.

                  SECTION 11.18 No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note, hereby covenant
and agree that they will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents.

                  SECTION 11.19 Inspection. The Issuer agrees that, on
reasonable prior notice, it will permit any representative of the Indenture
Trustee or of the Insurer, during the Issuer's normal business hours, to examine
all the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's officers, employees, and independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested.

                  SECTION 11.20 Nonpublic Personal Information

                  In the course of carrying out their duties under this
Indenture, the Indenture Trustee and the Issuer shall develop or receive certain
information regarding the "consumers" and "customers" of the Servicer, including
but not limited to "nonpublic personal information," (as those terms are defined
in Title V of the Gramm-Leach-Bliley Act and the privacy regulations adopted
thereunder). Notwithstanding any other provision of this Indenture, with respect
to nonpublic personal information about the customers and consumers of the
Servicer, each of the Indenture Trustee and the Issuer agrees as follows: (i)
except as may be reasonably necessary in the ordinary course of business to
carry out the activities to be performed by the Indenture Trustee or the Issuer
under this Indenture or as may be required by law or legal process, it will not
disclose any such nonpublic personal information to any third party; (ii) it
will not use any such nonpublic personal information other than to carry out the
purposes for which it was disclosed to the Indenture Trustee or the Issuer, as
applicable, unless such other use is expressly permitted by a written agreement
executed by the Servicer or required by law or legal process; (iii) it shall
restrict disclosure of the information solely to those of its employees with a
need to know and will advise employees who receive the information of the
obligation of confidentiality hereunder; and (iv) it will take all reasonable
measures, including without limitation such measures as it takes to safeguard
its own confidential information, to ensure the security and confidentiality of
all such nonpublic personal information, to protect against anticipated threats
or hazards to the security or integrity of such nonpublic personal information
and to protect against unauthorized access to or use of such nonpublic personal
information. The

                                       64
<PAGE>

Servicer shall have access (during normal business hours, upon reasonable prior
notice) to review such books and records of the Indenture Trustee and the Issuer
as may be necessary to assess compliance with the requirements of this Section
11.20. All costs and expenses of such a review shall be borne solely by the
Servicer, unless the results of such review indicate a breach of this Section
11.20 by the Indenture Trustee or the Issuer. The Indenture Trustee or the
Issuer, as applicable, shall promptly notify the Servicer if it receives any
complaint or notice concerning a violation of privacy rights or becomes aware of
a breach of customer data security. Upon termination of this Indenture, the
Indenture Trustee and the Issuer shall return or destroy all nonpublic personal
information, without retaining any copies of such documents and records

                                       65

<PAGE>

                  IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture to be duly executed by their respective officers, hereunto
duly authorized, all as of the day and year first above written.

                                TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B,

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

                                By: /s/ JANEL R. HAVRILLA
                                   ---------------------------------------------
                                   Name: Janel R. Havrilla
                                   Title: Financial Services Officer

                                JPMORGAN CHASE BANK,
                                not in its individual capacity but solely as
                                Indenture Trustee

                                By: /s/ MICHAEL A. SMITH
                                   ---------------------------------------------
                                   Name: Michael A. Smith
                                   Title: Vice President

                                   [Indenture]

<PAGE>

                                                                     EXHIBIT A-1

REGISTERED                                                          $193,000,000

No. RB-A-1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                             CUSIP NO. 89578SAA1

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  NO TRANSFER OF THIS NOTE WILL BE PERMITTED TO BE MADE TO ANY
PERSON UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH
TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT ACTING
ON BEHALF OF OR INVESTING THE ASSETS OF (A) 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, (B)
A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF A PLAN DESCRIBED IN
(A) OR (B) ABOVE BY REASON OF SUCH PLAN'S INVESTMENT IN THE ENTITY (INCLUDING,
WITHOUT LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT) OR (II) A DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE TRANSFEREE'S
ACQUISITION AND CONTINUED HOLDING OF THIS CLASS A NOTE. EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE ONE OF THE
FOREGOING REPRESENTATIONS.

                  THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                    TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                        CLASS A-1 1.13% ASSET BACKED NOTE

                                     A-1-1

<PAGE>

                  Triad Automobile Receivables Trust 2003-B, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE HUNDRED NINETY-THREE MILLION
DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $193,000,000
and the denominator of which is $193,000,000 by (ii) the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
Class A-1 Notes pursuant to the Indenture; provided, however, that the entire
unpaid principal amount of this Note will be due and payable on November 12,
2004 (the "Final Scheduled Distribution Date"). The Issuer will pay interest on
this Note at the rate per annum shown above on each Distribution Date until the
principal of this Note is paid or made available for payment. Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from October 29, 2003. Interest will be
computed on the basis of a 360-day year and the actual number of days in the
related Interest Period. Such principal of and interest on this Note will be
paid in the manner specified on the reverse hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note will be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Note Policy") issued by MBIA Insurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of Scheduled Payments with respect to each Distribution Date, all as
more fully set forth in the Note Policy, the Indenture and the Sale and
Servicing Agreement.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which will have the same effect as though fully set
forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note will not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

                                     A-1-2

<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.

                             TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

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

                             By:________________________________________________
                                Name:
                                Title:

                  INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date: October __, 2003                JPMORGAN CHASE BANK, not in its individual
                                      capacity but solely as Indenture Trustee

                                      By:_______________________________________
                                         Authorized Officer

                                     A-1-3

<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 1.13% Asset Backed Notes (herein called the
"Class A-1 Notes"), all issued under an Indenture dated as of October 1, 2003
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee," which term includes any successor Indenture Trustee under the
Indenture) to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, will
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes (together, the "Notes") are and will
be secured by the collateral pledged as security therefor as provided in the
Indenture.

                  Principal of the Class A-1 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the 12th day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing November 12, 2003. The term
"Distribution Date," will be deemed to include the Final Scheduled Distribution
Date.

                  As described above, the entire unpaid principal amount of this
Note will be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture. As described
above, a portion of the unpaid principal balance of this Note will be due and
payable on each Distribution Date. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes will be due and payable on the date on
which an Event of Default has occurred and is continuing and the Indenture
Trustee has declared the Notes to be immediately due and payable or the Notes
have automatically become due and payable, in each case, in the manner provided
in the Indenture. All principal payments on the Class A-1 Notes will be made pro
rata to the Class A-1 Noteholders entitled thereto.

                  Payments of interest and principal on this Note on each
Distribution Date will be made by check mailed to the Person whose name appears
as the Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date or by wire transfer in
immediately available funds pursuant to the terms of the Indenture. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date will be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed prior to such
Distribution Date and the amount then due and payable will be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal

                                     A-1-4

<PAGE>

Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in New York, New York.

                  The Issuer will pay interest on overdue installments of
interest at the Class A-1 Interest Rate to the extent lawful.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
(i) that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (a) the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent,
officer, director or employee of the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Depositor, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Depositor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity, and (ii) to treat
the Notes as indebtedness for purposes of federal income, state and local income
and franchise and any other income taxes.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee, the Insurer nor any such agent will be affected by notice to
the contrary.

                                     A-1-5

<PAGE>

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Majority Noteholders. The Indenture also contains provisions permitting the
Noteholders representing specified percentages of the Outstanding Amount of the
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one of more Predecessor Notes) will be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture will be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder will be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture will alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns will be personally
liable for, nor will recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made for the sole purposes of binding the assets of
the Issuer. The Holder of this Note by the acceptance hereof agrees that except
as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder will have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein will be taken to prevent

                                     A-1-6

<PAGE>

recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

                            [statement of insurance]

                                     A-1-7

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________
                       (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated______________________________(1)        __________________________________
                                              Signature Guaranteed:
___________________________________           __________________________________

________________________

         (1) NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.

                                      A-1-8

<PAGE>

                                                                     EXHIBIT A-2

REGISTERED                                                          $280,000,000

No. RB-A-2-1

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                             CUSIP NO. 89578SAB9

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  NO TRANSFER OF THIS NOTE WILL BE PERMITTED TO BE MADE TO ANY
PERSON UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH
TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT ACTING
ON BEHALF OF OR INVESTING THE ASSETS OF (A) 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, (B)
A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF A PLAN DESCRIBED IN
(A) OR (B) ABOVE BY REASON OF SUCH PLAN'S INVESTMENT IN THE ENTITY (INCLUDING,
WITHOUT LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT) OR (II) A DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE TRANSFEREE'S
ACQUISITION AND CONTINUED HOLDING OF THIS CLASS A NOTE. EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE ONE OF THE
FOREGOING REPRESENTATIONS.

                  THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                  TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                  CLASS A-2 1.66% ASSET BACKED NOTE

                                     A-2-1

<PAGE>

                  Triad Automobile Receivables Trust 2003-B, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of TWO HUNDRED EIGHTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $280,000,000 and the
denominator of which is $280,000,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-2 Notes pursuant to the Indenture; provided, however, that the entire unpaid
principal amount of this Note will be due and payable on February 12, 2007 (the
"Final Scheduled Distribution Date"). The Issuer will pay interest on this Note
at the rate per annum shown above on each Distribution Date until the principal
of this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from October 29, 2003. Interest will be computed on
the basis of a 360-day year consisting of twelve 30-day months. Such principal
of and interest on this Note will be paid in the manner specified on the reverse
hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note will be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

                  The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Note Policy") issued by MBIA Insurance Corporation (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments of the Scheduled Payments with respect to each Distribution Date, all
as more fully set forth in the Note Policy, the Indenture and the Sale and
Servicing Agreement.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which will have the same effect as though fully set
forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note will not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

                                     A-2-2

<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.

                                TRIAD AUTOMOBILE RECEIVABLES TRUST
                                2003-B

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

                                By:_____________________________________________
                                   Name:
                                   Title:

                  INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date: October __, 2003                JPMORGAN CHASE BANK, not in its individual
                                      capacity but solely as Indenture Trustee

                                      By:_______________________________________
                                         Authorized Officer

                                     A-2-3

<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 1.66% Asset Backed Notes (herein called the
"Class A-2 Notes"), all issued under an Indenture dated as of October 1, 2003
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee," which term includes any successor Indenture Trustee under the
Indenture) to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, will
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes (together, the "Notes") are and will
be secured by the collateral pledged as security therefor as provided in the
Indenture.

                  Principal of the Class A-2 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the 12th day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing November 12, 2003. The term
"Distribution Date," will be deemed to include the Final Scheduled Distribution
Date.

                  As described above, the entire unpaid principal amount of this
Note will be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture. As described
above, a portion of the unpaid principal balance of this Note will be due and
payable on each Distribution Date. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes will be due and payable on the date on
which an Event of Default has occurred and is continuing and the Indenture
Trustee has declared the Notes to be immediately due and payable or the Notes
have automatically become due and payable, in each case, in the manner provided
in the Indenture. All principal payments on the Class A-2 Notes will be made pro
rata to the Class A-2 Noteholders entitled thereto.

                  Payments of interest and principal on this Note on each
Distribution Date will be made by check mailed to the Person whose name appears
as the Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date or by wire transfer in
immediately available funds pursuant to the terms of the Indenture. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date will be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed prior to such
Distribution Date and the amount then due and payable will be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal

                                     A-2-4

<PAGE>

Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in New York, New York.

                  The Issuer will pay interest on overdue installments of
interest at the Class A-2 Interest Rate to the extent lawful.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
(i) that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (a) the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent,
officer, director or employee of the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Depositor, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Depositor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity, and (ii) to treat
the Notes as indebtedness for purposes of federal income, state and local income
and franchise and any other income taxes.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee, the Insurer nor any such agent will be affected by notice to
the contrary.

                                     A-2-5

<PAGE>

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Majority Noteholders. The Indenture also contains provisions permitting the
Noteholders representing specified percentages of the Outstanding Amount of the
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one of more Predecessor Notes) will be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture will be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder will be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture will alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns will be personally
liable for, nor will recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made for the sole purposes of binding the assets of
the Issuer. The Holder of this Note by the acceptance hereof agrees that except
as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder will have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein will be taken to prevent

                                     A-2-6

<PAGE>

recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

                            [statement of insurance]

                                     A-2-7

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated_____________________________(1)      _____________________________________
                                           Signature Guaranteed:
__________________________________         _____________________________________

______________________

       (1) NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.

                                     A-2-8

<PAGE>

                                                                     EXHIBIT A-3

REGISTERED                                                          $210,000,000

No. RB-A-3

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                             CUSIP NO. 89578SAC7

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  NO TRANSFER OF THIS NOTE WILL BE PERMITTED TO BE MADE TO ANY
PERSON UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH
TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT ACTING
ON BEHALF OF OR INVESTING THE ASSETS OF (A) 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, (B)
A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF A PLAN DESCRIBED IN
(A) OR (B) ABOVE BY REASON OF SUCH PLAN'S INVESTMENT IN THE ENTITY (INCLUDING,
WITHOUT LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT) OR (II) A DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE TRANSFEREE'S
ACQUISITION AND CONTINUED HOLDING OF THIS CLASS A NOTE. EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE ONE OF THE
FOREGOING REPRESENTATIONS.

                  THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                    TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                        CLASS A-3 2.48% ASSET BACKED NOTE

                                     A-3-1

<PAGE>

                  Triad Automobile Receivables Trust 2003-B, a Delaware
statutory trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED TEN
MILLION DOLLARS payable on each Distribution Date in an amount equal to the
result obtained by multiplying (i) a fraction the numerator of which is
$210,000,000 and the denominator of which is $210,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-3 Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note will be due and payable on
March 12, 2008 (the "Final Scheduled Distribution Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Distribution
Date until the principal of this Note is paid or made available for payment.
Interest on this Note will accrue for each Distribution Date from the most
recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from October 29, 2003.
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. Such principal of and interest on this Note will be paid in the
manner specified on the reverse hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note will be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

                  The Class A Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Note Policy") issued by MBIA Insurance
Corporation (the "Insurer"), pursuant to which the Insurer has unconditionally
guaranteed payments of Scheduled Payments with respect to each Distribution
Date, all as more fully set forth in the Note Policy, the Indenture and the Sale
and Servicing Agreement.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which will have the same effect as though fully set
forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note will not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

                                     A-3-2

<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.

                             TRIAD AUTOMOBILE RECEIVABLES TRUST
                             2003-B

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

                             By:________________________________________________

                                Name:

                                Title:

                  INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date: October __, 2003                JPMORGAN CHASE BANK, not in its individual
                                      capacity but solely as Indenture Trustee

                                      By:_______________________________________

                                         Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 2.48% Asset Backed Notes (herein called the
"Class A-3 Notes"), all issued under an Indenture dated as of October 1, 2003
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee," which term includes any successor Indenture Trustee under the
Indenture) to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, will
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes (together, the "Notes") are and will
be secured by the collateral pledged as security therefor as provided in the
Indenture.

                  Principal of the Class A-3 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the 12th day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing November 12, 2003. The term
"Distribution Date," will be deemed to include the Final Scheduled Distribution
Date.

                  As described above, the entire unpaid principal amount of this
Note will be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture. As described
above, a portion of the unpaid principal balance of this Note will be due and
payable on each Distribution Date. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes will be due and payable on the date on
which an Event of Default has occurred and is continuing and the Indenture
Trustee has declared the Notes to be immediately due and payable or the Notes
have automatically become due and payable, in each case, in the manner provided
in the Indenture. All principal payments on the Class A-3 Notes will be made pro
rata to the Class A-3 Noteholders entitled thereto.

                  Payments of interest and principal on this Note on each
Distribution Date will be made by check mailed to the Person whose name appears
as the Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date or by wire transfer in
immediately available funds pursuant to the terms of the Indenture. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date will be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed prior to such
Distribution Date and the amount then due and payable will be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal

<PAGE>

Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in New York, New York.

                  The Issuer will pay interest on overdue installments of
interest at the Class A-3 Interest Rate to the extent lawful.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note will be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
(i) that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (a) the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent,
officer, director or employee of the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Depositor, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Depositor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity, and (ii) to treat
the Notes as indebtedness for purposes of federal income, state and local income
and franchise and any other income taxes.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee, the Insurer nor any such agent will be affected by notice to
the contrary.

                                     A-3-5
<PAGE>

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Majority Noteholders. The Indenture also contains provisions permitting the
Noteholders representing specified percentages of the Outstanding Amount of the
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one of more Predecessor Notes) will be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture will be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder will be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture will alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns will be personally
liable for, nor will recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made for the sole purposes of binding the assets of
the Issuer. The Holder of this Note by the acceptance hereof agrees that except
as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder will have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein will be taken to prevent

                                   A-3-6
<PAGE>

recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

                            [statement of insurance]

                                      A-3-7
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ____________________________
                          (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated ____________________________________(1)   ______________________________

                                                 Signature Guaranteed:

___________________________________________      ______________________________

________________________

         (1) NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.

                                      A-3-8

<PAGE>

                                                                     EXHIBIT A-4

REGISTERED                                                          $249,000,000

No. RB-A-4

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                             CUSIP NO. 89578SAD5

                  Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  NO TRANSFER OF THIS NOTE WILL BE PERMITTED TO BE MADE TO ANY
PERSON UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH
TRANSFEREE TO THE EFFECT THAT EITHER (I) THE TRANSFEREE IS NOT AND IS NOT ACTING
ON BEHALF OF OR INVESTING THE ASSETS OF (A) 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, (B)
A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (C) AN
ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE ASSETS OF A PLAN DESCRIBED IN
(A) OR (B) ABOVE BY REASON OF SUCH PLAN'S INVESTMENT IN THE ENTITY (INCLUDING,
WITHOUT LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT) OR (II) A DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION APPLIES TO THE TRANSFEREE'S
ACQUISITION AND CONTINUED HOLDING OF THIS CLASS A NOTE. EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE ONE OF THE
FOREGOING REPRESENTATIONS.

                  THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                    TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                        CLASS A-4 3.20% ASSET BACKED NOTE

                                   A-4-1

<PAGE>

                  Triad Automobile Receivables Trust 2003-B, a Delaware
statutory trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED
FORTY-NINE MILLION DOLLARS payable on each Distribution Date in an amount equal
to the result obtained by multiplying (i) a fraction the numerator of which is
$249,000,000 and the denominator of which is $249,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-4 Notes pursuant to the Indenture; provided, however,
that the entire unpaid principal amount of this Note will be due and payable on
December 13, 2010 (the "Final Scheduled Distribution Date"). The Issuer will pay
interest on this Note at the rate per annum shown above on each Distribution
Date until the principal of this Note is paid or made available for payment.
Interest on this Note will accrue for each Distribution Date from the most
recent Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from October 29, 2003.
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. Such principal of and interest on this Note will be paid in the
manner specified on the reverse hereof.

                  The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. All payments made by the
Issuer with respect to this Note will be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this
Note.

                  The Class A Notes are entitled to the benefits of a financial
guaranty insurance policy (the "Note Policy") issued by MBIA Insurance
Corporation (the "Insurer"), pursuant to which the Insurer has unconditionally
guaranteed payments of Scheduled Payments with respect to each Distribution
Date, all as more fully set forth in the Note Policy, the Indenture and the Sale
and Servicing Agreement.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, which will have the same effect as though fully set
forth on the face of this Note.

                  Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Note will not be entitled to any benefit under the Indenture referred to on
the reverse hereof, or be valid or obligatory for any purpose.

                                      A-4-2
<PAGE>

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.

                                TRIAD AUTOMOBILE RECEIVABLES TRUST
                                2003-B

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

                                By:_____________________________________________
                                   Name:
                                   Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated above and referred to in
the within-mentioned Indenture.

Date: October __, 2003          JPMORGAN CHASE BANK, not in its individual
                                capacity but solely as Indenture Trustee

                                By:_____________________________________________
                                    Authorized Officer

<PAGE>

                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 3.20% Asset Backed Notes (herein called the
"Class A-4 Notes"), all issued under an Indenture dated as of October 1, 2003
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee," which term includes any successor Indenture Trustee under the
Indenture) to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, will
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

                  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class B Notes (together, the "Notes") are and will
be secured by the collateral pledged as security therefor as provided in the
Indenture.

                  Principal of the Class A-4 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the 12th day of each month, or, if any such date is not a Business Day,
the next succeeding Business Day, commencing November 12, 2003. The term
"Distribution Date," will be deemed to include the Final Scheduled Distribution
Date.

                  As described above, the entire unpaid principal amount of this
Note will be due and payable on the earlier of the Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to the Indenture. As described
above, a portion of the unpaid principal balance of this Note will be due and
payable on each Distribution Date. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes will be due and payable on the date on
which an Event of Default has occurred and is continuing and the Indenture
Trustee has declared the Notes to be immediately due and payable or the Notes
have automatically become due and payable, in each case, in the manner provided
in the Indenture. All principal payments on the Class A-4 Notes will be made pro
rata to the Class A-4 Noteholders entitled thereto.

                  Payments of interest and principal on this Note on each
Distribution Date will be made by check mailed to the Person whose name appears
as the Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date or by wire transfer in
immediately available funds pursuant to the terms of the Indenture. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date will be binding
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed prior to such
Distribution Date and the amount then due and payable will be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal

                                      A-4-4
<PAGE>

Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in New York, New York.

                  The Issuer will pay interest on overdue installments of
interest at the Class A-4 Interest Rate to the extent lawful.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, (i)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this
Note, but the transferor may be required to pay a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note covenants and agrees
(i) that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (a) the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent,
officer, director or employee of the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Depositor, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Depositor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity, and (ii) to treat
the Notes as indebtedness for purposes of federal income, state and local income
and franchise and any other income taxes.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and the Insurer and any agent of
the Issuer, the Indenture Trustee or the Insurer may treat the Person in whose
name this Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Indenture Trustee, the Insurer nor any such agent will be affected by notice to
the contrary.

                                      A-4-5
<PAGE>

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Insurer and of the
Majority Noteholders. The Indenture also contains provisions permitting the
Noteholders representing specified percentages of the Outstanding Amount of the
Notes, on behalf of the Holders of all the Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note (or any one of more Predecessor Notes) will be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain
terms and conditions set forth in the Indenture without the consent of Holders
of the Notes issued thereunder.

                  The term "Issuer" as used in this Note includes any successor
to the Issuer under the Indenture.

                  The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.

                  This Note and the Indenture will be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder will be determined in accordance with such laws.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture will alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place, and rate, and in the coin or currency herein
prescribed.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Indenture or the Basic Documents, neither Wilmington
Trust Company in its individual capacity, any owner of a beneficial interest in
the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns will be personally
liable for, nor will recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made for the sole purposes of binding the assets of
the Issuer. The Holder of this Note by the acceptance hereof agrees that except
as expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder will have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein will be taken to prevent

                                      A-4-6
<PAGE>

recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

                            [statement of insurance]

                                     A-4-7
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________
                            (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated ____________________________________(1)   ______________________________

                                                 Signature Guaranteed:

___________________________________________      ______________________________


________________________

         (1) NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.

                                      A-4-8
<PAGE>

                                                                       EXHIBIT B

REGISTERED                                                        $92,700,567.30

No. RB-B

                       SEE REVERSE FOR CERTAIN DEFINITIONS

         THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE APPLICABLE SECURITIES
LAWS OF ANY STATE. ACCORDINGLY, TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
RESTRICTIONS SET FORTH IN SECTION 2.4 OF THE INDENTURE. BY ITS ACCEPTANCE OF
THIS NOTE THE HOLDER OF THIS NOTE HAS REPRESENTED TO THE ISSUER AND THE
INDENTURE TRUSTEE THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS NOTE FOR ITS OWN
ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR
OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

         NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY
PERSON UNLESS (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS, (II) SO LONG AS THIS NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH SALE,
PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, OR (III) SUCH SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE WILL REQUIRE THAT BOTH
THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE
INDENTURE TRUSTEE AND THE ISSUER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER,
WHICH CERTIFICATION WILL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE
TRUSTEE AND THE ISSUER, AND (B) THE INDENTURE TRUSTEE MAY REQUIRE A WRITTEN
OPINION OF COUNSEL (WHICH WILL NOT BE AT THE EXPENSE OF THE ISSUER OR THE
INDENTURE TRUSTEE) SATISFACTORY TO THE ISSUER AND THE INDENTURE TRUSTEE TO THE
EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT. NO SALE, PLEDGE
OR OTHER TRANSFER MAY BE MADE TO ANY ONE PERSON FOR NOTES WITH A FACE AMOUNT OF
LESS THAN $100,000 AND, IN THE CASE OF ANY PERSON ACTING ON

                                      B-1

<PAGE>

BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS DEFINED IN SECTION
3(A)(2) OF THE SECURITIES ACT) ACTING IN ITS FIDUCIARY CAPACITY), FOR NOTES WITH
A FACE AMOUNT OF LESS THAN $100,000, FOR EACH SUCH THIRD PARTY.

         NO TRANSFER OF THIS NOTE WILL BE PERMITTED TO BE MADE TO ANY PERSON
UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A CERTIFICATE FROM SUCH TRANSFEREE TO
THE EFFECT THAT THE TRANSFEREE IS NOT AND IS NOT ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF (A) 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, (B) A "PLAN"
(AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE 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 (INCLUDING, WITHOUT
LIMITATION, AN INSURANCE COMPANY GENERAL ACCOUNT). EACH TRANSFEREE OF A
BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE FOREGOING
REPRESENTATION.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THE CLASS B NOTES ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
NOTES, AS SET FORTH MORE FULLY IN THE INDENTURE AND THE SALE AND SERVICING
AGREEMENT.

                    TRIAD AUTOMOBILE RECEIVABLES TRUST 2003-B

                         CLASS B 8.00% ASSET BACKED NOTE

         Triad Automobile Receivables Trust 2003-B, a Delaware statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of NINETY-TWO MILLION SEVEN HUNDRED
THOUSAND FIVE HUNDRED SIXTY-SEVEN DOLLARS AND THIRTY CENTS payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is $92,700,567.30 and the denominator of which
is $92,700,567.30 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B Notes pursuant to
the Indenture; provided, however, that the entire unpaid principal amount of
this Note will be due and payable on December 13, 2010 (the "Final Scheduled
Distribution Date"). The Issuer will pay interest on this Note at the rate per
annum shown above on each Distribution Date until the principal of this Note is
paid or made available for payment. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from

                                      B-2

<PAGE>

October 29, 2003. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
will be paid in the manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note will be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which will have the same effect as though fully set forth on
the face of this Note.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
will not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                       B-3

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer as of the date set forth
below.

                                              TRIAD AUTOMOBILE RECEIVABLES TRUST
                                              2003-B

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

                                              By: ______________________________
                                                  Name:
                                                  Title:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: October 29, 2003                        JPMORGAN CHASE BANK, not in its
                                              individual capacity but solely as
                                              Indenture Trustee

                                              By:_______________________________
                                                 Authorized Officer

                                      B-4

<PAGE>

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B 8.00% Asset Backed Notes (herein called the "Class B
Notes"), all issued under an Indenture dated as of October 1, 2003 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee," which term includes any successor Indenture Trustee under the
Indenture) to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended, will
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (together, the "Notes") are and will be
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class B Notes will be payable on each Distribution
Date in an amount described on the face hereof. "Distribution Date" means the
12th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing November 12, 2003. The term "Distribution
Date," will be deemed to include the Final Scheduled Distribution Date.

         As described above, the entire unpaid principal amount of this Note
will be due and payable on the earlier of the Final Scheduled Distribution Date
and the Redemption Date, if any, pursuant to the Indenture. As described above,
a portion of the unpaid principal balance of this Note will be due and payable
on each Distribution Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes will be due and payable on the date on which an
Event of Default has occurred and is continuing and the Indenture Trustee has
declared the Notes to be immediately due and payable or the Notes have
automatically become due and payable, in each case, in the manner provided in
the Indenture All principal payments on the Class B Notes will be made pro rata
to the Class B Noteholders entitled thereto.

         Payments of interest and principal on this Note on each Distribution
Date will be made by check mailed to the Person whose name appears as the Holder
of this Note (or one or more Predecessor Notes) on the Note Register as of the
close of business on each Record Date or by wire transfer in immediately
available funds pursuant to the terms of the Indenture. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Distribution Date will be binding upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Note on a
Distribution Date, then the Indenture Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the Holder hereof as of the Record
Date preceding such Distribution Date by notice mailed prior to such
Distribution Date and the amount then due and payable will be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal

                                      B-5

<PAGE>

Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in New York, New York.

         The Issuer will pay interest on overdue installments of interest at the
Class B Interest Rate to the extent lawful.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar which requirements
include membership or participation in Securities Transfer Agents Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, and (ii) accompanied by such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (a) the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (b) any owner of a
beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent,
officer, director or employee of the Depositor, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Depositor, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Depositor,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity, and (ii) to treat
the Notes as indebtedness for purposes of federal income, state and local income
and franchise and any other income taxes.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and the Insurer and any agent of the Issuer,
the Indenture Trustee or the Insurer may treat the Person in whose name this
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Issuer, the Indenture
Trustee, the Insurer nor any such agent will be affected by notice to the
contrary.

                                      B-6

<PAGE>

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Insurer and of the Majority
Noteholders. The Indenture also contains provisions permitting the Noteholders
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) will be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

         This Note and the Indenture will be construed in accordance with the
laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder will be determined in accordance with such laws.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture will alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place, and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither Wilmington Trust
Company in its individual capacity, any owner of a beneficial interest in the
Issuer, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees or successors or assigns will be personally liable for, nor
will recourse be had to any of them for, the payment of principal of or interest
on, or performance of, or omission to perform, any of the covenants, obligations
or indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
for the sole purposes of binding the assets of the Issuer. The Holder of this
Note by the acceptance hereof agrees that except as expressly provided in the
Indenture or the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder will have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein will be taken to prevent

                                      B-7

<PAGE>

recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

                                      B-8

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________
      (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated____________________________(1)          __________________________________
                                              Signature Guaranteed:

__________________________________            __________________________________

________________________

         (1) NOTE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.

                                      B-9

<PAGE>

                                                                       EXHIBIT C

                  [FORM OF CERTIFICATE AS TO INITIAL PURCHASE]

                                     [date]

Triad Automobile Receivables Trust 2003-B
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington Delaware 19890-0001
Attention: Corporate Trust Administration

JPMorgan Chase Bank
4 New York Plaza, 6th floor
New York, New York 10004-2477
Attention:  Institutional Trust Services-
            Triad Auto Trust 2003-B

         Re: Triad Automobile Receivables Trust 2003-B
             Asset Backed Notes, Class B

         Dear Sirs:

         In connection with the proposed purchase by the buyer listed below (the
"Buyer") of the above-referenced Notes (the "Notes") issued pursuant to the
Indenture dated as of October 1, 2003 (the "Indenture") between Triad Automobile
Receivables Trust 2003-B, as Issuer (the "Issuer"), and JPMorgan Chase Bank, as
Indenture Trustee (the "Indenture Trustee"), relating to the Triad Automobile
Receivables Trust 2003-B Asset Backed Notes, the Buyer advises you as follows:

                           (i)      it (a) has such knowledge and experience in
                                    financial and business matters that it is
                                    capable of evaluating the merits and risks
                                    of its investment in the Notes and is able
                                    to bear the economic risks of such
                                    investment; (b) is a "qualified
                                    institutional buyer" as that term is defined
                                    in Rule 144A under the Securities Act of
                                    1933, as amended, and is acquiring
                                    beneficial ownership of the Notes for its
                                    own account or for the account of another
                                    "qualified institutional buyer"; (c)
                                    satisfies the requirements of paragraph
                                    (a)(2)(ii) of Rule 3a-7 under the Investment
                                    Company Act of 1940, as amended, and (d)
                                    understands that the Issuer and the
                                    Indenture Trustee are relying on such
                                    representations in connection with the
                                    issuance of the Notes;

                           (ii)     it has reviewed the Prospectus (including
                                    the section captioned "Risk Factors"
                                    therein) and such other materials and

                                      C-1

<PAGE>

                                    information with respect to the Notes, the
                                    Issuer and Triad Financial Corporation (the
                                    "Originator") as it deems necessary and has
                                    been afforded the opportunity to make
                                    inquiry of the Issuer and the Originator and
                                    to receive answers, and has received all
                                    information requested;

                           (iii)    it understands that the Notes have not been
                                    registered or qualified under the 1933 Act
                                    or the securities laws of any state;

                           (iv)     it has not distributed the Prospectus
                                    Supplement or any other materials relating
                                    to the Notes to anyone other than its
                                    counsel or other advisor, and no one other
                                    than such counsel or advisor has used its
                                    copies of such documents; and

                           (v)      it is not, and is not acting on behalf of or
                                    investing the assets of, (x) 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, (y) a plan (as defined in Section
                                    4975(e)(1) of the Internal Revenue Code of
                                    1986, as amended (the "Code") that is
                                    subject to Section 4975 of the Code or (z)
                                    any entity whose underlying assets include
                                    assets of a plan described in (x) or (y)
                                    above by reason of such plan's investment in
                                    the entity (including, without limitation,
                                    an insurance company general account).

                                    Very truly yours,

                                    [BUYER]

                                    By:_________________________________________

                                    Name:

                                    Title:

                                      C-2

<PAGE>

                                                                       EXHIBIT D

       [FORM OF "QUALIFIED INSTITUTIONAL BUYER" TRANSFEREE'S CERTIFICATE]

                                     [date]

Triad Automobile Receivables Trust 2003-B
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention:  Corporate Trust Administration

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York  10004
Attention:     Institutional Trust Services-
               Triad Auto Trust 2003-B

Re:            Triad Automobile Receivables Trust 2003-B
               Asset Backed Notes, Class B

Dear Sirs:

         In connection with the proposed purchase by the buyer listed below (the
"Buyer") of the above-referenced Notes (the "Notes") issued pursuant to the
Indenture dated as of October 1, 2003 (the "Indenture") between Triad Automobile
Receivables Trust 2003-B (the "Issuer") and JPMorgan Chase Bank, as Indenture
Trustee (the "Indenture Trustee"), relating to Triad Automobile Receivables
Trust 2003-B Asset Backed Notes, the Buyer advises you as follows: (i) the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933, as amended (the "1933 Act") and is acquiring
beneficial ownership of the Notes for its own account or for the account of
another "qualified institutional buyer"; and (ii) the Buyer satisfies the
requirements of paragraph (a)(2)(ii) of Rule 3a-7 under the Investment Company
Act of 1940, as amended (the "1940 Act"). In addition to the foregoing, you may
rely on the information provided in Annex 1 or 2, as applicable, attached hereto
and incorporated herein.

         The Buyer understands that the Notes have not been registered under the
1933 Act or the securities laws of any state. The Buyer acknowledges that it has
independently conducted such investigation and evaluation of the merits and the
risks involved in an investment in the Notes and has received such information
(whether from the Issuer, Triad Financial Special Purpose LLC, the transferor
from which it proposes to purchase Notes, or from any other source) as the Buyer
has deemed necessary and advisable in order to make its investment decision. The
Buyer has had any questions arising from such investigation and evaluation
answered by the Issuer to the satisfaction of the Buyer. The Buyer is a
sophisticated institutional investor, having such knowledge and experience in
financial and business matters generally, and with respect to asset-backed notes
and investments in "non-prime" and "sub-prime" automobile loans specifically,
that it is capable of independently evaluating the merits and risks of
investment in the Notes. In the normal course of its business, the Buyer invests
in or purchases notes similar to

                                      D-1

<PAGE>

the Notes. The Buyer is aware that it may be required to bear the economic risk
of an investment in the Notes for an indefinite period of time, and it is able
to bear such risk for an indefinite period.

                                              Very truly yours,

                                              [BUYER]

                                              By:_______________________________
                                              Name:
                                              Title:

                                              Taxpayer ID:______________________

                                              Name in which
                                              Note is
                                              to be Registered:_________________

                                              Address for Notices_______________

                                                   ______________________

                                                   ______________________

                                              Payment Instructions______________

                                      D-2

<PAGE>

                                                            ANNEX 1 TO EXHIBIT D

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to the parties
listed in the "Qualified Institutional Buyer" Transferee's Certificate to which
this certification relates with respect to the Rule 144A Securities described
therein:

                  1.       As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  2.       In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

         -        Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

         -        Bank. The Buyer (a) is a national bank or banking institution
                  organized under the laws of any State, territory or the
                  District of Columbia, the business of which is substantially
                  confined to banking and is supervised by the State or
                  territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth of at least $25,000,000 as demonstrated in its
                  latest annual financial statements, a copy of which is
                  attached hereto.

         -        Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000

________________________________

                  (1)      Buyer must own and/or invest on a discretionary basis
at least $100,000,000 in securities unless Buyer is a dealer, and, in that case,
Buyer must own and/or invest on a discretionary basis at least $10,000,000 in
securities.

                                      D-3

<PAGE>
                  as demonstrated in its latest annual financial statements, a
                  copy of which is attached hereto.

         -        Broker-dealer. The Buyer is a dealer registered pursuant to
                  Section 15 of the Securities Exchange Act of 1934.

         -        Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
                  commissioner or a similar official or agency of a State,
                  territory or the District of Columbia.

         -        State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         -        ERISA Plan. The Buyer is an employee benefit plan within the
                  meaning of Title I of the Employee Retirement Income Security
                  Act of 1974.

         -        Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         -        Small Business Investment Company. Buyer is a small business
                  investment company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small
                  Business Investment Act of 1958.

         _        Business Development Company. Buyer is a business development
                  company as defined in Section 202(a)(22) of the Investment
                  Advisors Act of 1940.

         _        Trust Fund. The Buyer is a trust fund whose Indenture Trustee
                  is a bank or trust company and whose participants are
                  exclusively State or Local Plans or ERISA Plans as defined
                  above, and no participant of the Buyer is an individual
                  retirement account or an H.R. 10 (Keogh) plan.

                  3.       The Buyer is not, and is not acting on behalf of or
investing the assets of, (a) 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, (b) a plan (as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the "Code") that is subject to Section 4975 of the Code 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 (including, without limitation,
an insurance company general account).

                  4.       The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer, (ii) securities
that are part of an unsold allotment to or subscription by the Buyer, if the
Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv)
loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

                                      D-4

<PAGE>

                  5.       For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the
Buyer is not itself a reporting company under the Securities Exchange Act of
1934.

                  6.       The Buyer acknowledges that it is familiar with Rule
144A and understands that the seller to it and other parties related to the
securities are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

                  7.       Until the date of purchase of the Rule 144A
Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Buyer is a Bank or Savings and Loan as provided
above, the Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.

                                              __________________________________
                                              Print Name of Buyer

                                              By:_______________________________
                                              Name:
                                              Title:

                                              Date:_____________________________

                                      D-5

<PAGE>

                                                            ANNEX 2 TO EXHIBIT D

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers that are Registered Investment Companies]

                  The undersigned hereby certifies as follows to the parties
listed in the "Qualified Institutional Buyer" Transferee's Certificate to which
this certification relates with respect to the Rule 144A Securities described
therein:

                  1.       As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A"), because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Buyer.

                  2.       In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

         -        The Buyer owned $________________ in securities (other than
                  the excluded securities referred to below) as of the end of
                  the Buyer's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         -        The Buyer is part of a Family of Investment Companies which
                  owned in the aggregate $__________ in securities (other than
                  the excluded securities referred to below) as of the end of
                  the Buyer's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

                  3.       The Buyer is not, and is not acting on behalf of or
investing the assets of, (a) 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, (b) a plan (as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the "Code") that is subject to Section 4975 of the Code 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 (including, without limitation,
an insurance company general account).

                  4.       The term "Family of Investment Companies" as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser

                                      D-6

<PAGE>

or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).

                  5.       The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.

                  6.       The Buyer is familiar with Rule 144A and understands
that the parties listed in the "Qualified Institutional Buyer" Transferee's
Certificate to which this certification relates are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.

                  7.       Until the date of purchase of the Rule 144A
Securities, the undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                              __________________________________
                                              Print Name of Buyer or Adviser

                                              By:_______________________________
                                              Name:
                                              Title:

                                              IF AN ADVISER:

                                              __________________________________
                                              Print Name of Buyer

                                              Date:_____________________________

                                      D-7