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EXHIBIT 4.2
  TRUST AGREEMENT




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TABLE OF CONTENTS
 PageARTICLE I.DEFINITIONS
    
    
    1Section 1.1. Capitalized Terms
    
    
    1Section 1.2. Other Definitional Provisions
    
    
    3ARTICLE II.ORGANIZATION
    
    
    4Section 2.1. Name
    
    
    4Section 2.2. Office
    
    
    4Section 2.3. Purposes and Powers
    
    
    4Section 2.4. Appointment of Owner Trustee
    
    
    5Section 2.5. Initial Capital Contribution of Trust Estate
    
    
    5Section 2.6. Declaration of Trust
    
    
    5Section 2.7. Liability of the Certificateholders
    
    
    5Section 2.8. Title to Trust Property
    
    
    5Section 2.9. Situs of Trust
    
    
    6Section 2.10. Representations and Warranties of the Depositor
    
    
    6Section 2.11. Representations and Warranties of the Administrator
    
    
    7Section 2.12. Covenants of the Certificateholders
    
    
    8Section 2.13. Federal Income Tax Treatment of the Trust
    
    
    9ARTICLE III.CERTIFICATES AND TRANSFERS OF INTERESTS
    
    
    9Section 3.1. Ownership
    
    
    9Section 3.2. The Certificates
    
    
    9Section 3.3. Authentication of Certificates
    
    
    10Section 3.4. Registration of Transfer and Exchange of Certificates
    
    
    10Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates
    
    
    11Section 3.6. Persons Deemed Certificateholders
    
    
    12Section 3.7. Maintenance of Office or Agency
    
    
    12Section 3.8. ERISA Restrictions
    
    
    12Section 3.9. Access to List of Certificateholders Names and Addresses
    
    
    13ARTICLE IV.VOTING RIGHTS AND OTHER ACTIONS
    
    
    13Section 4.1.
Majority Certificateholders
    
    
    13Section 4.2. Prior Notice to Certificateholders with Respect to Certain Matters
    
    
    13Section 4.3. Action by Certificateholders with Respect to Certain Matters
    
    
    14Section 4.4. Restrictions on Certificateholders Power
    
    
    14Section 4.5. Rights of Security Insurer
    
    
    14
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PageARTICLE V.AUTHORITY AND DUTIES OF OWNER TRUSTEE
    
    
    15Section 5.1. General Authority
    
    
    15Section 5.2. General Duties
    
    
    15Section 5.3. Action upon Instruction
    
    
    15Section 5.4. No Duties Except as Specified in this Agreement or in Instructions
    
    
    16Section 5.5. No Action Except under Specified Documents or Instructions
    
    
    16Section 5.6. Restrictions
    
    
    17ARTICLE VI.CONCERNING THE OWNER TRUSTEE
    
    
    17Section 6.1. Acceptance of Trusts and Duties
    
    
    17Section 6.2. Furnishing of Documents
    
    
    18Section 6.3. Representations and Warranties
    
    
    18Section 6.4. Reliance; Advice of Counsel
    
    
    19Section 6.5. Not Acting in Individual Capacity
    
    
    19Section 6.6. Owner Trustee Not Liable for Certificates or Receivables
    
    
    19Section 6.7. Owner Trustee May Own Notes
    
    
    20Section 6.8. Payments from Owner Trust Estate
    
    
    20Section 6.9. Doing Business in Other Jurisdictions
    
    
    21Section 6.10. Legal Proceedings
    
    
    21ARTICLE VII.COMPENSATION OF OWNER TRUSTEE
    
    
    21Section 7.1. Owner Trustees Fees and Expenses
    
    
    21Section 7.2. Indemnification
    
    
    21Section 7.3. Payments to the Owner Trustee
    
    
    22Section 7.4. Non-recourse Obligations
    
    
    22ARTICLE VIII.TERMINATION OF TRUST AGREEMENT
    
    
    22Section 8.1. Termination of Trust Agreement
    
    
    22ARTICLE IX.SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
    
    
    23Section 9.1. Eligibility Requirements for Owner Trustee
    
    
    23Section 9.2. Resignation or Removal of Owner Trustee
    
    
    23Section 9.3. Successor Owner Trustee
    
    
    24Section 9.4. Merger or Consolidation of Owner Trustee
    
    
    25Section 9.5. Appointment of Co-Trustee or Separate Trustee
    
    
    25
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PageARTICLE X.MISCELLANEOUS
    
    
    26Section 10.1. Supplements and Amendments
    
    
    26Section 10.2. No Legal Title to Owner Trust Estate in Certificateholders
    
    
    27Section 10.3. Limitations on Rights of Others
    
    
    27Section 10.4. Notices
    
    
    28Section 10.5. Severability
    
    
    29Section 10.6. Separate Counterparts
    
    
    29Section 10.7. Assignments
    
    
    29Section 10.8. No Recourse
    
    
    29Section 10.9. No Petition
    
    
    29Section 10.10. Headings
    
    
    29Section 10.11. GOVERNING LAW
    
    
    29Section 10.12. Administrator
    
    
    29
 EXHIBITS
 EXHIBIT A
    
    -
    
    FORM OF CERTIFICATEEXHIBIT B
    
    -
    
    FORM OF CERTIFICATE OF TRUSTEXHIBIT C
    
    -
    
    FORM OF QUALIFIED INSTITUTIONAL BUYER TRANSFEREES
CERTIFICATE
 iii




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Depositor Administrator Owner Trustee
 DEFINITIONS
 Section
1.1. Capitalized Terms
 Administrator
 Agreement
 Basic Documents
 Beneficial Interest
 Benefit Plan Section 3.8
 Certificate Exhibit A
 Certificateholder Holder
 Certificate of Trust Exhibit B
 Certificate Register Certificate Registrar Section 3.4
 Code
 Corporate Trust Office




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Depositor
 ERISA Section 3.8
 Expenses Section 7.2
 Indemnified Parties Section 7.2
 Indenture
 Instructing Party Section 5.3
 Majority Certificateholders
 Owner Trust Estate
 Owner Trustee
 Person
 Record Date
 Residual Holder
 Responsible Officer
 2




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Sale and Servicing Agreement
 Secretary of State
 Security Insurer
 Statutory Trust Statute Del. Code et seq
 Swap Agreement provided however
 Swap Counterparty
 Treasury Regulations
 Triad
 Trust
 Other Definitional Provisions
    3




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hereof herein hereunder
  ORGANIZATION
 Name
 Office
 Purposes and Powers
    4




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Appointment of Owner Trustee
 Initial Capital Contribution of Trust Estate
 Declaration of Trust
 Liability of the Certificateholders
 Title to Trust Property
  5




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Situs of Trust provided however
 Representations and Warranties of the Depositor
 Organization and Good Standing
 Due Qualification
 Power and Authority
 No Consent Required
 6




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No Violation
 No Proceedings
 Representations and Warranties of the Administrator Securities Act
 Organization and Good Standing
 Due Qualification
 Power and Authority
 7




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No Consent Required
 No Violation
 No Proceedings
 Covenants of the Certificateholders
  Section 8.1(d)
 8




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Federal Income Tax Treatment of the Trust
   Section 10.1
 CERTIFICATES AND TRANSFERS OF INTERESTS
 Ownership Section 2.5
 The Certificates
 9




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Section 3.4
 Authentication of Certificates Exhibit A
 Registration of Transfer and Exchange of Certificates Section 3.7
  Section 3.7
    10




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Exhibit C Exhibit C
  Section
3.7
 Mutilated, Destroyed, Lost or Stolen Certificates
 Section 3.5
 11




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Section 3.5
 Section 3.5(a)
 Section 3.5
 Persons Deemed Certificateholders
 Maintenance of Office or Agency
 ERISA Restrictions ERISA
 12




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Access to List of Certificateholders Names and Addresses
 VOTING RIGHTS AND OTHER ACTIONS
 Majority Certificateholders
 Prior Notice to Certificateholders with Respect to Certain Matters
     13




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Action by Certificateholders with Respect to Certain Matters
 Restrictions on Certificateholders Power
 Section 2.3
 Section
5.3 Section 4.4 Section 5.3 Section 4.4
 Rights of Security Insurer
 14




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AUTHORITY AND DUTIES OF OWNER TRUSTEE
 General Authority
 General Duties
 Action upon Instruction
 Article IV Instructing Party
   15




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No Duties Except as Specified in this Agreement or in Instructions Section 5.3
 No Action Except under Specified Documents or Instructions
 16




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Section
5.3
 Restrictions Section 2.3 Section 5.6
 CONCERNING THE OWNER TRUSTEE
 Acceptance of Trusts and Duties Section 6.3  Section
5.4
      17




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Furnishing of Documents
 Representations and Warranties
   18




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Reliance; Advice of Counsel
   Not Acting in Individual Capacity Article VI
 Owner Trustee Not Liable for Certificates or Receivables
 19




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Owner Trustee May Own Notes
 Payments from Owner Trust Estate
 20




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Doing Business in Other Jurisdictions Section 9.5
 Legal Proceedings
 COMPENSATION OF OWNER TRUSTEE
 Owner Trustees Fees and Expenses
 Indemnification Indemnified
Parties Expenses Section 6.1
 21




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Section 7.2 Section 7.2 Section 7.1 Section 7.2
 Payments to the Owner Trustee
 Non-recourse Obligations
 TERMINATION OF TRUST AGREEMENT
 Termination of Trust Agreement
 provided however Section 7.2 Section 7.1 Section 8.1
   22




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SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
 Eligibility Requirements for Owner Trustee Section 9.1 Section 9.1 Section 9.2
 Resignation or Removal of Owner Trustee
 23




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Section 9.1
 Section 9.2 Section 9.3
 Successor Owner Trustee
 24




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Section 9.3 Section 9.1
 Section 9.3
 Merger or Consolidation of Owner Trustee Section 9.1 provided further
 Appointment of Co-Trustee or Separate Trustee Section 9.5 Section 9.1 Section 9.3
   25




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Article IX
  MISCELLANEOUS
 Supplements and Amendments
 provided however
  26




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Section 10.1(b) provided however
  Section 10.1(b)
  No Legal Title to Owner Trust Estate in Certificateholders Article VIII
 Limitations on Rights of Others
 27




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Notices
   Triad Financial Corporation7711 Center Avenue, Suite 100Huntington Beach, CA 92647Attention: Chief Financial Officer
  Wilmington Trust Company1100 North Market StreetWilmington, DE  19890Attention: Corporate Trust Administration
  Triad Financial Special Purpose LLC7711 Center Avenue, Suite 390Huntington Beach, CA  92647Attention: Chief Financial Officer
  Financial Security Assurance Inc.31 West 52nd StreetNew York, NY  10019
 URGENT MATERIAL ENCLOSED
 28




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Severability
 Separate Counterparts
 Assignments
 No Recourse
 No Petition
 Headings
 GOVERNING LAW
 Administrator
 29




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[Remainder of page intentionally left blank.]
 30




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WILMINGTON TRUST COMPANYOwner TrusteeBy:
    
    /s/ Rachel L. SimpsonName:
    
    Rachel L. SimpsonTitle:
    
    Senior Financial Services OfficerTRIAD FINANCIAL SPECIAL PURPOSE LLCDepositorBy:
    
    /s/ Mike L. WilhelmsName:
    
    Mike L. WilhelmsTitle:
    
    Senior Vice President andChief Financial OfficerTRIAD FINANCIAL CORPORATIONAdministratorBy:
    
    /s/ Mike L. WilhelmsName:
    
    Mike L. WilhelmsTitle:
    
    Senior Vice President andChief Financial Officer




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EXHIBIT A
 
  
 
 ASSET BACKED CERTIFICATE
    A-1




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(This Certificate does not represent an interest in or obligation of Triad Financial Special
Purpose LLC or any of its Affiliates.)
 [   ] Trust Depositor
 Trust Agreement Administrator Owner Trustee
 Certificate
 A-2




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Receivables
      A-3




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TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-BBy:
    
    WILMINGTON TRUST COMPANY,not in its individual capacity butsolely as Owner Trustee of the TrustDated: November 21, 2007
    
    By:Authorized Signatory
   WILMINGTON TRUST COMPANY,
    
    OR
    
    WILMINGTON TRUST COMPANY,not in its individual capacity but solely
    
    
    
    not in its individual capacity but solelyas Owner Trustee of the Trust
    
    
    
    as Owner Trustee of the TrustBy:
    
    
    
    
    
    By:Authenticating Agent
    
    
    
    
    
    Authorized SignatoryBy:Authorized Signatory
 A-4




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A-5




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A-6




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(Please print or type name and address, including postal zip code, of assignee)the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointingAttorney to transfer said Certificate on the books of the
    Certificate Registrar, with full power of substitution in the premises.
 Dated:
    
    
    
    *SignatureGuaranteed:
    
    
    
    *
 
 *
    
    NOTICE: The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be guaranteed by an
eligible guarantor institution meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in STAMP or such other signature guarantee
program as may be determined by the Certificate Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-7




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EXHIBIT B
 CERTIFICATE OF TRUST
OF
TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-B
 Del. C. et seq
 Name
 Delaware Trustee
 Effective Date
  WILMINGTON TRUST COMPANYas trusteeBy:Name:Title:




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EXHIBIT C
 [FORM OF QUALIFIED INSTITUTIONAL BUYER
TRANSFEREES CERTIFICATE]
 [Date]
 
 
 Triad Automobile Receivables Trust 2007-B, Trust Certificate No
  Buyer Certificate Trust Agreement Depositor Administrator Owner Trustee 1933
Act




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Very truly yours,[BUYER]By:Name:Title:Taxpayer
    
    ID:Name in which Note is to be Registered:Address for Notices:Payment Instructions
 C-2




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ANNEX 1 TO EXHIBIT C
  [For Buyers Other Than Registered Investment Companies]
   Rule 144A 1
 ___
    
    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 as demonstrated in its latest
annual financial statements, a copy of which is attached
hereto.
 
 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. C-3




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___
    
    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 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.
 ERISA Code
   C-4




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Print Name of BuyerBy:Name:Title:Date:
 C-5




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ANNEX 2 TO EXHIBIT C
  [For Buyers that are Registered Investment Companies]
  Rule 144A
  ___
    
    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).
 ERISA Code
  C-6




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Print Name of Buyer or AdviserBy:Name:Title:IF AN ADVISER:Print Name of BuyerDate:
 C-7