<PAGE>
                                                                     EXHIBIT 4.4

                           AMBAC ASSURANCE CORPORATION

                         NOTE GUARANTY INSURANCE POLICY

                          Policy No. AB0746BE

Insured Party:            The Indenture Trustee (as defined herein) for the
                          benefit of the Holders (as defined herein) of the
                          Triad Automobile Receivables Trust 2004-A Asset-Backed
                          Class A Notes, issued pursuant to the Indenture.

Insured Obligations:      To the extent set forth herein, the aggregate interest
                          on and the aggregate outstanding principal balance of
                          all Class A Notes owned by Holders, such principal
                          amount not to exceed in the aggregate $670,250,000.

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

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

      1. Definitions.

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

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

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

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

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

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

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

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

      "Class A-1 Notes" shall mean the Class A-1 1.07% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

      "Class A-2 Notes" shall mean the Class A-2 1.40% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

      "Class A-3 Notes" shall mean the Class A-3 1.90% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

      "Class A-4 Notes" shall mean the Class A-4 2.50% Asset Backed Notes,
issued pursuant to the Indenture and substantially in the form attached as an
Exhibit to the Indenture.

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

      "Collection Period" shall mean, (i) with respect to the First Distribution
Date, the period beginning on the close of business on February 29, 2004 and
ending on the close of business on March 31, 2004, and (ii) with respect to each
subsequent Distribution Date, the period beginning on the opening of business on
the first day of the immediately preceding calendar month and ending on the
close of business on the last day of the immediately preceding calendar month.
Any amount stated "as of the close of business on the last day of a Collection
Period" will give effect to the following calculations as determined as of the
end of the day on such last day: (i) all applications of collections and (ii)
all distributions.


                                       2
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      "Dealer" shall mean a dealer who sold a Financed Vehicle and who
originated and assigned the respective Receivable to Triad under a Dealer
Agreement or pursuant to a Dealer Assignment.

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

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

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

      "Distribution Date" shall mean, with respect to each Collection Period,
the 12th day of the following Collection Period, or, if such day is not a
Business Day, the immediately following Business Day, commencing April 12, 2004.

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

      "Final Scheduled Distribution Date" shall mean, with respect to (i) the
Class A-1 Notes, the March 2005 Distribution Date, (ii) the Class A-2 Notes, the
September 2007 Distribution Date, (iii) the Class A-3 Notes, the July 2008
Distribution Date and (iv) the Class A-4 Notes, the September 2010 Distribution
Date.

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

      "First Distribution Date" shall mean April 12, 2004.

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

      "Indenture" shall mean that certain Indenture, dated as of March 1, 2004,
by and between the Issuer and the Indenture Trustee.

      "Indenture Trustee" shall mean JPMorgan Chase Bank, not in its individual
capacity but as trustee under the Indenture, and its successors and assigns in
such capacity.

      "Insurance Agreement" shall mean that certain Insurance and Indemnity
Agreement, dated as of March 18, 2004, among the Insurer, the Issuer, Triad, as
Seller and Servicer, the Depositor and the Indenture Trustee, in regard to the
Class A Notes, as such agreement may be amended, modified or supplemented from
time to time.

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

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


                                       3
<PAGE>
      "Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the preceding Distribution Date (or, in the case of
the First Distribution Date, from and including the Closing Date) to, but
excluding, such Distribution Date.

      "Interest Rate" shall mean, with respect to (i) the Class A-1 Notes, 1.07%
per annum, (ii) the Class A-2 Notes, 1.40% per annum, (iii) the Class A-3 Notes,
1.90% per annum and (iv) the Class A-4 Notes, 2.50% per annum (in the case of
the Class A-1 Notes, computed on the basis of a 360-day year and the actual
number of days in the related Interest Period and, in the case of the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, computed on the basis of a
360-day year consisting of twelve 30-day months).

      "Issuer" shall mean Triad Automobile Receivables Trust 2004-A, a Delaware
statutory trust.

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

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

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

      "Maximum Insured Amount" shall mean $670,250,000 in respect of principal,
plus interest thereon calculated at the applicable Interest Rate for the Class A
Notes.

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

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

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

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

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


                                       4
<PAGE>
      "Preference Amount" shall mean any interest on or principal of the Class A
Notes which has become Due for Payment, the Nonpayment of which would have been
covered by the Policy, and which was made to a Holder by or on behalf of the
Issuer which has been deemed a preferential transfer and recoverable, or
theretofore recovered, from its Holder pursuant to the Bankruptcy Code in
accordance with a final, nonappealable order of a court of competent
jurisdiction; provided that any Preference Amount that constitutes interest
shall be limited to the amount of interest on the outstanding principal amount
of the Class A Notes (calculated at the Interest Rate for the relevant class of
Class A Notes) accrued as of the last day of the applicable interest accrual
period with respect to the Class A Notes and shall not, in any event, include
any interest on the Class A Notes accrued after such date or any interest on
such interest amount; provided, further, that in no event shall Ambac be
obligated to make any payment in respect to any Preference Amount to the extent
that such payment, when added to all prior payments of Policy Claim Amounts,
would exceed the Maximum Insured Amount.

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

      "Purchase Agreement" shall mean the Purchase Agreement between Triad
Financial Special Purpose LLC and Triad, dated as of March 1, 2004, as such
Purchase Agreement may be amended from time to time.

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

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

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

      "Sale and Servicing Agreement" shall mean that certain Sale and Servicing
Agreement, dated as of March 1, 2004, by and among the Issuer, the Depositor,
Triad, as Servicer and Custodian, and JPMorgan Chase Bank, as Indenture Trustee
and Backup Servicer, as the same may be amended or supplemented from time to
time.

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


                                       5
<PAGE>
Amount accrued from and including the date of payment of the amount of such
Class A Noteholders' Interest Carryover Amount pursuant to the Policy.

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

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

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

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

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

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

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

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

      "Trust Agreement" shall mean the Trust Agreement dated as of February 24,
2004 among Triad, as Administrator, the Depositor and Wilmington Trust Company,
not in its individual capacity but solely as Owner Trustee, as amended and
restated as of March 18, 2004, as the same may be amended or supplemented from
time to time.

      2.    Payments under the Policy.

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

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

      (c)   Ambac's payment obligations hereunder with respect to particular
            Policy Claim Amounts shall be discharged to the extent funds equal
            to the applicable Policy Claim Amounts are paid by Ambac to, or at
            the direction of, the Indenture Trustee in accordance with the


                                       6
<PAGE>
            Indenture Trustee's requests, whether or not such funds are properly
            applied by the Indenture Trustee. Payments of Policy Claim Amounts
            shall be made only at the time set forth in this Policy, and no
            accelerated Insured Payments shall be made except to the extent that
            Ambac has specified an earlier date for payment at its sole option.
            This Policy does not insure against loss of any prepayment or other
            acceleration payment which at any time may become due in respect of
            any Insured Obligations, other than at the sole option of the
            Insurer, nor against any risk other than Nonpayment, including
            failure of the Indenture Trustee to pay any Policy Claim Amounts or
            Scheduled Payments due to Holders.

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

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

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

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

      4. Waiver. Ambac hereby waives and agrees not to assert any and all rights
to require the Indenture Trustee to make demand on or to proceed against any
Person, party or security prior to demanding payment under this Policy. For the
avoidance of doubt, Ambac does not waive its right to seek payment of all
Reimbursement Amounts to which it is entitled.

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


                                       7
<PAGE>
      6. Communications. All notices, presentations, transmissions, deliveries
and communications made by the Indenture Trustee to Ambac with respect to this
Policy shall specifically refer to the number of this Policy and shall be made
to Ambac at:

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

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

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

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

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

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

provided, however, that notwithstanding the occurrence of any of the foregoing
events, the Insurer shall pay any Preference Amount when due to be paid pursuant
to an Order referred to below, but in any event no earlier than the fifth
Business Day following actual receipt by the Insurer of (i) a certified copy of
the final, nonappealable order of a court or other body exercising jurisdiction
to the effect that a Holder is required to return such Preference Amount paid
during the term of this Policy because the payments of such amounts were avoided
as a preferential transfer or otherwise rescinded or required to be restored by
the Indenture Trustee or such Holder (the "Order"), (ii) an opinion of counsel
satisfactory to the Insurer stating that the Order has been entered and is final
and not subject to any stay, (iii) an assignment, in form and substance
satisfactory to the Insurer, duly executed and delivered by such Holder and the
Indenture Trustee, irrevocably assigning to the Insurer all rights and claims of
the Indenture Trustee and such Holder relating to or arising under the Indenture
or otherwise with respect to such Preference Amount, (iv) appropriate
instruments in form satisfactory to the Insurer to effect the appointment of the
Insurer as agent for the Indenture Trustee and such Holder in any legal
proceeding related to such Preference Amount, and (v) a Notice (in the form
attached as Exhibit B) appropriately completed and executed by the Indenture
Trustee (the "Preference Payment Date"); provided, further, that (I) if such
documents are received by the Insurer after 12:00 noon, New York City time, on
such Business Day, they will be deemed to be received on the following Business
Day, (II) the Insurer shall not be obligated to pay any Preference Amount in
respect of principal (other than the Class A Noteholders' Parity Deficit Amount)
prior to the Final Scheduled Distribution Date for the relevant class of Class A
Notes and (III) any Preference Amount that constitutes interest shall be limited
to the amount of interest on the Outstanding Amount of the Class A Notes
(calculated at the Interest Rate for the relevant class of Class A Notes)
accrued as of the last day of the applicable interest accrual period with
respect to the Class A Notes and


                                       8
<PAGE>
shall not, in any event, include any interest on the Class A Notes accrued after
such date or any interest on such interest amount. Such payment shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Order, and not to the Indenture Trustee or the Holder
directly, unless the Indenture Trustee or the relevant Holder has made a payment
of the Preference Amount to the court or such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
the Insurer will pay the Indenture Trustee, or as directed by the Indenture
Trustee, to the extent of the payment of the Preference Amount, subject to the
delivery of (a) the items referred to in clauses (i), (ii), (iii), (iv) and (v)
above to the Insurer and (b) evidence satisfactory to the Insurer that payment
has been made to such court or receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order.

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

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

      10.   Miscellaneous.

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

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

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

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

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

      ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM
CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF
MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A


                                       9
<PAGE>
CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND
DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.


                                       10
<PAGE>
      IN WITNESS WHEREOF, Ambac has caused this Note Guaranty Insurance Policy
to be executed and attested this 18th day of March, 2004.


                                          AMBAC ASSURANCE CORPORATION

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

Attest:

/s/ MELISSA LIVELIA
--------------------------
Name:  Melissa Livelia
Title: Assistant Secretary

<PAGE>
                                    EXHIBIT A

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0746BE

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

                                 Date: _________

Ambac Assurance Corporation
One State Street Plaza
New York, New York  10004
Attention:    Asset-Backed Securities Department Head
              General Counsel - URGENT

      Reference is made to Note Guaranty Insurance Policy No. AB0746BE (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

      The undersigned hereby certifies as follows:

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

      2.    The relevant Distribution Date is [date].

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

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

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

      6.    The Indenture Trustee hereby agrees that, following receipt by the
            Indenture Trustee of the Insured Payment from Ambac, it shall (a)
            hold such amounts in trust and apply the same directly to the
            distribution of payments in respect of the Class A Notes when due,
            (b) not apply such funds for any other purpose, and (c) maintain an
            accurate record of

--------
(1)   The account number of the Indenture Trustee.
<PAGE>
            such payments with respect to the Class A Notes and the
            corresponding claim on the Policy and proceeds thereof.

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

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

                          By:
                             ------------------------------------------

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


                                     A-2
<PAGE>
                                    EXHIBIT B

                      TO THE NOTE GUARANTY INSURANCE POLICY

                               Policy No. AB0746BE

                         NOTICE OF NONPAYMENT AND DEMAND
                        FOR PAYMENT OF PREFERENCE AMOUNT

                                 Date: _________

Ambac Assurance Corporation
One State Street Plaza
New York, New York  10004
Attention:    Asset-Backed Securities Department Head
              General Counsel - URGENT

      Reference is made to Note Guaranty Insurance Policy No. AB0746BE (the
"Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms capitalized
herein and not otherwise defined shall have the meanings specified in the
Policy, unless the context otherwise requires.

      The undersigned hereby certifies as follows:

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

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

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

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

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

      6.    The Indenture Trustee hereby requests the payment of the Insured
            Payment be made by Ambac under the Policy and directs that payment
            under the Policy be made to the Indenture Trustee to the following
            account by bank wire transfer of federal or other immediately
            available funds in accordance with the terms of the Policy
            to:_______.(2)

-----------
(2)   The account of the relevant receiver, conservator, debtor-in-possession or
      trustee in bankruptcy named in the Order, unless the Holder or Indenture
      Trustee has already paid such Preference Amount to such party, in which
      case, the account of the payor.
<PAGE>
      7.    The Indenture Trustee hereby agrees that if such Insured Payment is
            made to the Indenture Trustee, following receipt of such Insured
            Payment from Ambac, it shall (a) hold such amounts in trust and
            apply the same directly to the Holder for payment of the Preference
            Amount, (b) not apply such funds for any other purpose, and (c)
            maintain an accurate record of such payments with respect to the
            Class A Notes and the corresponding claim on the Policy and proceeds
            thereof.

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

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

                      By:
                         -------------------------------------------

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


                                      B-2