##### 



Exhibit 4.1




---



##### 



PageARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
    
    
    2SECTION 1.1
    
    Definitions
    
    
    2SECTION 1.2
    
    Incorporation by Reference of Trust Indenture Act
    
    
    12SECTION 1.3
    
    Rules of Construction
    
    
    13ARTICLE II THE NOTES
    
    
    13SECTION 2.1
    
    Form
    
    
    13SECTION 2.2
    
    Execution, Authentication and Delivery
    
    
    13SECTION 2.3
    
    Temporary Notes
    
    
    14SECTION 2.4
    
    Registration; Registration of Transfer and Exchange
    
    
    14SECTION 2.5
    
    Mutilated, Destroyed, Lost or Stolen Notes
    
    
    16SECTION 2.6
    
    Persons Deemed Owner
    
    
    17SECTION 2.7
    
    Payment of Principal and Interest; Defaulted Interest.
    
    
    17SECTION 2.8
    
    Cancellation
    
    
    18SECTION 2.9
    
    Release of Collateral
    
    
    18SECTION 2.10
    
    Book-Entry Notes
    
    
    18SECTION 2.11
    
    Notices to Clearing Agency
    
    
    19SECTION 2.12
    
    Definitive Notes
    
    
    19ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES
    
    
    20SECTION 3.1
    
    Payment of Principal and Interest
    
    
    20SECTION 3.2
    
    Maintenance of Office or Agency
    
    
    20SECTION 3.3
    
    Money for Payments to be Held in Trust
    
    
    20SECTION 3.4
    
    Existence
    
    
    22SECTION 3.5
    
    Protection of Trust Estate
    
    
    22SECTION 3.6
    
    Opinions as to Trust Estate
    
    
    23SECTION 3.7
    
    Performance of Obligations; Servicing of Receivables
    
    
    23SECTION 3.8
    
    Negative Covenants
    
    
    24SECTION 3.9
    
    Annual Statement as to Compliance
    
    
    25SECTION 3.10
    
    Issuer May Consolidate, Etc. Only on Certain Terms
    
    
    25SECTION 3.11
    
    Successor or Transferee
    
    
    27SECTION 3.12
    
    No Other Business
    
    
    28SECTION 3.13
    
    No Borrowing
    
    
    28SECTION 3.14
    
    Servicers Obligations
    
    
    28SECTION 3.15
    
    Guarantees, Loans, Advances and Other Liabilities
    
    
    28SECTION 3.16
    
    Capital Expenditures
    
    
    28SECTION 3.17
    
    Compliance with Laws
    
    
    28SECTION 3.18
    
    Restricted Payments
    
    
    28SECTION 3.19
    
    Notice of Events of Default
    
    
    29SECTION 3.20
    
    Further Instruments and Acts
    
    
    29SECTION 3.21
    
    Amendments of Sale and Servicing Agreement and Trust Agreement
    
    
    29SECTION 3.22
    
    Income Tax Characterization
    
    
    29SECTION 3.23
    
    Representations and Warranties
    
    
    29ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    30SECTION 4.1
    
    Satisfaction and Discharge of Indenture
    
    
    30SECTION 4.2
    
    Application of Trust Money
    
    
    32SECTION 4.3
    
    Repayment of Moneys Held by Note Paying Agent
    
    
    32
 i




---



##### 



PageARTICLE V REMEDIES
    
    
    32SECTION 5.1
    
    Events of Default
    
    
    32SECTION 5.2
    
    Rights Upon Event of Default
    
    
    33SECTION 5.3
    
    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
    
    
    35SECTION 5.4
    
    Remedies
    
    
    37SECTION 5.5
    
    Optional Preservation of the Receivables
    
    
    38SECTION 5.6
    
    Priorities
    
    
    39SECTION 5.7
    
    Limitation of Suits
    
    
    39SECTION 5.8
    
    Unconditional Rights of Noteholders To Receive Principal and Interest
    
    
    40SECTION 5.9
    
    Restoration of Rights and Remedies
    
    
    40SECTION 5.10
    
    Rights and Remedies Cumulative
    
    
    41SECTION 5.11
    
    Delay or Omission Not a Waiver
    
    
    41SECTION 5.12
    
    Control by Noteholders
    
    
    41SECTION 5.13
    
    Waiver of Past Defaults
    
    
    42SECTION 5.14
    
    Undertaking for Costs
    
    
    42SECTION 5.15
    
    Waiver of Stay or Extension Laws
    
    
    42SECTION 5.16
    
    Action on Notes
    
    
    42SECTION 5.17
    
    Performance and Enforcement of Certain Obligations
    
    
    43ARTICLE VI THE INDENTURE TRUSTEE
    
    
    43SECTION 6.1
    
    Duties of Indenture Trustee
    
    
    43SECTION 6.2
    
    Rights of Indenture Trustee
    
    
    45SECTION 6.3
    
    Individual Rights of Indenture Trustee
    
    
    46SECTION 6.4
    
    Indenture Trustees Disclaimer
    
    
    46SECTION 6.5
    
    Notice of Defaults
    
    
    47SECTION 6.6
    
    Reports by Indenture Trustee
    
    
    47SECTION 6.7
    
    Compensation and Indemnity
    
    
    48SECTION 6.8
    
    Replacement of Indenture Trustee
    
    
    48SECTION 6.9
    
    Successor Indenture Trustee by Merger
    
    
    50SECTION 6.10
    
    Appointment of Co-Indenture Trustee or Separate Indenture Trustee
    
    
    50SECTION 6.11
    
    Eligibility: Disqualification
    
    
    52SECTION 6.12
    
    Preferential Collection of Claims Against Issuer
    
    
    52SECTION 6.13
    
    Representations and Warranties of the Indenture Trustee
    
    
    52SECTION 6.14
    
    Waiver of Setoffs
    
    
    52SECTION 6.15
    
    Control by the Controlling Party
    
    
    53ARTICLE VII NOTEHOLDERS LISTS AND REPORTS
    
    
    53SECTION 7.1
    
    Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders
    
    
    53SECTION 7.2
    
    Preservation of Information; Communications to Noteholders
    
    
    53SECTION 7.3
    
    Reports by Issuer
    
    
    53SECTION 7.4
    
    Reports by Indenture Trustee
    
    
    54ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
    
    
    54SECTION 8.1
    
    Collection of Money
    
    
    54SECTION 8.2
    
    Release of Trust Estate
    
    
    54SECTION 8.3
    
    Opinion of Counsel
    
    
    55ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    55SECTION 9.1
    
    Supplemental Indentures Without Consent of Noteholders
    
    
    55SECTION 9.2
    
    Supplemental Indentures with Consent of Noteholders
    
    
    57SECTION 9.3
    
    Execution of Supplemental Indentures
    
    
    58SECTION 9.4
    
    Effect of Supplemental Indenture
    
    
    58SECTION 9.5
    
    Conformity With Trust Indenture Act
    
    
    59SECTION 9.6
    
    Reference in Notes to Supplemental Indentures
    
    
    59
 ii




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##### 



PageARTICLE X REDEMPTION OF NOTES
    
    
    59SECTION 10.1
    
    Redemption
    
    
    59SECTION 10.2
    
    Form of Redemption Notice
    
    
    60SECTION 10.3
    
    Notes Payable on Redemption Date
    
    
    60ARTICLE XI MISCELLANEOUS
    
    
    60SECTION 11.1
    
    Compliance Certificates and
Opinions, etc.
    
    
    60SECTION 11.2
    
    Form of Documents Delivered to Indenture Trustee
    
    
    62SECTION 11.3
    
    Acts of Noteholders.
    
    
    63SECTION 11.4
    
    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
    
    
    63SECTION 11.5
    
    Notices to Noteholders; Waiver
    
    
    65SECTION 11.6
    
    [Reserved]
    
    
    65SECTION 11.7
    
    Conflict with Trust Indenture Act
    
    
    65SECTION 11.8
    
    Effect of Headings and Table of Contents
    
    
    66SECTION 11.9
    
    Successors and Assigns
    
    
    66SECTION 11.10
    
    Separability
    
    
    66SECTION 11.11
    
    Benefits of Indenture
    
    
    66SECTION 11.12
    
    Legal Holidays
    
    
    66SECTION 11.13
    
    Governing Law
    
    
    67SECTION 11.14
    
    Counterparts
    
    
    67SECTION 11.15
    
    Recording of Indenture
    
    
    67SECTION 11.16
    
    Trust Obligation
    
    
    67SECTION 11.17
    
    Limitation of Liability of Owner Trustee
    
    
    67SECTION 11.18
    
    No Petition
    
    
    68SECTION 11.19
    
    Inspection
    
    
    68SECTION 11.20
    
    Nonpublic Personal Information
    
    
    68EXHIBITSEXHIBIT A-1
    
    Form of Class A-1 NoteEXHIBIT A-2
    
    Form of Class A-2a NoteEXHIBIT A-3
    
    Form of Class A-2b NoteEXHIBIT A-4
    
    Form of Class A-3a NoteEXHIBIT A-5
    
    Form of Class A-3b NoteEXHIBIT A-6
    
    Form of Class A-4a NoteEXHIBIT A-7
    
    Form of Class A-4b Note
 iii




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##### 



CROSS-REFERENCE TABLE
 1
 Trust Indenture Act of 1939
    
    Indenture SectionSection 310(a) (1)
    
    6.11(a) (2)
    
    6.11(a) (3)
    
    6.10, 6.11(a) (4)
    
    Not Applicable(a) (5)
    
    6.11(b)
    
    6.11(c)
    
    Not ApplicableSection 311(a)
    
    6.12(b)
    
    6.12(c)
    
    Not ApplicableSection 312(a)
    
    7.1, 7.2(a)(b)
    
    7.2(b)(c)
    
    7.2(c)Section 313(a)
    
    7.4(b)
    
    7.4(c)
    
    7.4(d)
    
    7.4Section 314(a)(1)
    
    7.3(a)(a)(2)
    
    7.3(a)(a)(3)
    
    7.3(a)(a)(4)
    
    3.9(b)(1)
    
    3.6(a)(b)(2)
    
    3.6(b)(c)(1)
    
    4.1, 8.2, 11.1(c)(2)
    
    4.1, 8.2, 11.1(c)(3)
    
    8.2(d)(1)
    
    11.1(b)(d)(2)
    
    11.1(b)(d)(3)
    
    11.1(b)(e)
    
    11.1(a)
 
 1
    
    This Cross-Reference Table is not part of the
Indenture. i




---



##### 



Trust Indenture Act of 1939
    
    Indenture SectionSection 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)
    
    5.14Section 316(a)
    
    5.12, 5.13(b)
    
    5.8(c)
    
    2.6Section 317(a)(1)
    
    5.3(a)(a)(2)
    
    5.3(e)(b)
    
    3.3Section 318(a)
    
    11.7
 ii




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##### 



Issuer Indenture
Trustee
 Class A-1 Notes Class A-2a Notes Class A-2b Notes Class A-3a Notes Class A-3b
Notes Class A-4a Notes Class A-4b Notes Class A Notes Notes
  Insurer Note Policy
 Insurance Agreement
  1




---



##### 



Swap Collateral Collateral
   Definitions and Incorporation by Reference
 Definitions
 2




---



##### 



Act
 Affiliate
 Authorized Officer
 Basic Documents
 Benefit Plan Entity
 Book-Entry Notes
 Business Day
 Certificate
 Certificateholder
 Certificate of Trust
 Class A Notes
 Class A-1 Interest Rate
 3




---



##### 



Class A-1 Notes
 Class A-2 Notes
 Class A-2a Interest Rate
 Class A-2b Interest Rate
 Class A-2a Notes
 Class A-2b Notes
 Class A-3 Notes
 Class A-3a Interest Rate
 Class A-3b Interest Rate
 Class A-3a Notes
 Class A-3b Notes
 Class A-4 Notes
 Class A-4a Interest Rate
 Class A-4b Interest Rate
 Class A-4a Notes
 Class A-4b Notes
 4




---



##### 



Clearing Agency
 Clearing Agency Participant
 Closing Date
 Code
 Collateral
 Controlling Party
 Corporate Trust Office th th
 Default
 Definitive Notes
 Distribution Date
 ERISA
 Event of Default
 Exchange Act
 Executive Officer
 5




---



##### 



Grant
 Holder Noteholder
 Indebtedness
 Indenture
 Indenture Trustee
 Indenture Trustee Issuer Secured Obligations
 Independent
 6




---



##### 



Independent Certificate
 Insurer Default
 (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
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 State 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
 Interest Rate
 Issuer
 7




---



##### 



Issuer Order Issuer Request
 Issuer Secured Obligations
 Issuer Secured Parties
 LIBOR
 LIBOR Business Day
 Majority Noteholders
 Note
 Note Owner
 Note Paying Agent
 Note Policy
 8




---



##### 



Note Register Note Registrar
 Officers Certificate
 Opinion of Counsel
 Outstanding
  provided however
  provided however provided further
 9




---



##### 



Outstanding Amount
 Person
 Predecessor Note
 Proceeding
 Rating Agency Condition provided however
 Record Date
 Redemption Date
 Redemption Price
 Reference Bank Rate
 10




---



##### 



Regulation AB
 Responsible Officer
 Sale and Servicing Agreement
 Scheduled Payments
 State
 Swap Agreement provided
 11




---



##### 



Swap Counterparty
 Swap Counterparty Issuer Secured Obligations
 Swap Policy
 Termination Date
 Trust Estate
 Trust Indenture Act TIA
 UCC
  Incorporation by Reference of Trust Indenture Act
      12




---



##### 



Rules of Construction
       The Notes
 Form
   Execution, Authentication and Delivery
 13




---



##### 



Temporary Notes
  Registration; Registration of Transfer and Exchange Note Register
 14




---



##### 



Note Registrar
     STAMP
  15




---



##### 



ERISA Benefit Plan
Entity
   Mutilated, Destroyed, Lost or Stolen Notes provided however
 16




---



##### 



Persons Deemed Owner
 Payment of Principal and Interest; Defaulted Interest
   17




---



##### 



Cancellation
 Release of Collateral
 Book-Entry Notes
 18




---



##### 



Definitive Notes
       Notices to Clearing Agency
 Definitive Notes
 19




---



##### 



Covenants, Representations and Warranties
 Payment of Principal and Interest
 Maintenance of Office or Agency
 Money for Payments to be Held in Trust
 20




---



##### 



21




---



##### 



provided however provided further
 Existence
 Protection of Trust Estate
    22




---



##### 



Opinions as to Trust Estate
   Performance of Obligations; Servicing of Receivables
 23




---



##### 



Negative Covenants
  24




---



##### 



Annual Statement as to Compliance
   Section 3.9
 Issuer May Consolidate, Etc. Only on Certain Terms
   25




---



##### 



26




---



##### 



Successor or Transferee
 27




---



##### 



Section 3.10(a)
 Section 3.10 (b)
 No Other Business
 No Borrowing
 Servicers Obligations Sections 4.9 4.10 4.11 5.10
 Guarantees, Loans, Advances and Other Liabilities
 Capital Expenditures
 Compliance with Laws
 Restricted Payments
 28




---



##### 



provided however
 Notice of Events of Default
 Further Instruments and Acts
 Amendments of Sale and Servicing Agreement and Trust Agreement Section 12.1 Section 10.1
 Income Tax Characterization
 Representations and Warranties
 Security Interest
 All Filings Made
 29




---



##### 



No Impairment
 The Receivables
 Good Title
  Satisfaction and Discharge
 Satisfaction and Discharge of Indenture Sections
3.3 3.4 3.5 3.8 3.10 3.12 3.13 3.20 3.21 3.22
 30




---



##### 



Section 4.2
          31




---



##### 



Application of Trust Money
 Repayment of Moneys Held by Note Paying Agent
  Remedies
 Events of Default Event of Default
       32




---



##### 



Notice of Default
  Rights Upon Event of Default
  33




---



##### 



34




---



##### 



Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
    35




---



##### 



36




---



##### 



Remedies
     provided however
 37




---



##### 



Optional Preservation of the Receivables
 38




---



##### 



Priorities
         Limitation of Suits
 39




---



##### 



Unconditional Rights of Noteholders To Receive Principal and Interest
 Restoration of Rights and Remedies
 40




---



##### 



Rights and Remedies Cumulative
 Delay or Omission Not a Waiver
 Control by Noteholders
     provided however
 41




---



##### 



Waiver of Past Defaults
  Undertaking for Costs
 Waiver of Stay or Extension Laws
 Action on Notes
 42




---



##### 



Performance and Enforcement of Certain Obligations
    The Indenture Trustee
 Duties of Indenture Trustee
      43




---



##### 



44




---



##### 



Rights of Indenture Trustee
    provided however
   45




---



##### 



provided however
 provided however
    Individual Rights of Indenture Trustee
 Indenture Trustees Disclaimer
 46




---



##### 



Notice of Defaults
 Reports by Indenture Trustee
       47




---



##### 



Compensation and Indemnity
   Replacement of Indenture Trustee
 48




---



##### 



49




---



##### 



Successor Indenture Trustee by Merger provided
  Appointment of Co-Indenture Trustee or Separate Indenture Trustee
  50




---



##### 



51




---



##### 



Eligibility: Disqualification provided however
 Preferential Collection of Claims Against Issuer.
 Representations and Warranties of the Indenture Trustee
 Due Organization
 Corporate Power
 Due Authorization
 Valid and Binding Indenture
 Waiver of Setoffs
 52




---



##### 



Control by the Controlling Party
  Noteholders Lists and Reports
 Issuer To Furnish To Indenture Trustee Names and Addresses of Noteholders provided however
 Preservation of Information; Communications to Noteholders
    Reports by Issuer
  
 53




---



##### 



Reports by Indenture Trustee
   Accounts, Disbursements and Releases
 Collection of Money
 Release of Trust Estate
  54




---



##### 



Opinion of Counsel provided however
  Supplemental Indentures
 Supplemental Indentures Without Consent of Noteholders
 provided provided
 55




---



##### 



provided
   provided provided however
  56




---



##### 



Supplemental Indentures with Consent of Noteholders provided provided however provided further
    Outstanding
   57




---



##### 



Execution of Supplemental Indentures
 Effect of Supplemental Indenture
 58




---



##### 



Conformity With Trust Indenture Act
 Reference in Notes to Supplemental Indentures
  Redemption of Notes
 Redemption
   59




---



##### 



Form of Redemption Notice
        Notes Payable on Redemption Date
  Miscellaneous
 Compliance Certificates and Opinions, etc
 60




---



##### 



61




---



##### 



Form of Documents Delivered to Indenture Trustee
    62




---



##### 



Acts of Noteholders
 Act
    Notices, etc., to Indenture Trustee, Issuer, Swap Counterparty and Rating
Agencies
 If to the Indenture Trustee:
    
    Citibank, N.A.388 Greenwich Street14th FloorNew York, New York 10013Attention: Structured Finance Agency andTrust  Triad 2007-B
 63




---



##### 



If to the Issuer:
    
    Triad Automobile Receivables Trust 2007-Bin care of Wilmington Trust Company1100 N. Market StreetWilmington, Delaware 19890with a copy to:
    
    Triad Financial Corporation7711 Center Avenue, Suite 100Huntington Beach, CA 92647Attention: Chief Financial Officerwith a separate copy mailed to theattention of: General CounselIf to the Swap Counterparty:
    
    Citibank, N.A.Capital Markets Legal388 Greenwich Street, 17th FloorNew York, New York 10013Attention: Triad 2007-B
  If to the Insurer:
    
    Financial Security Assurance Inc.31 West 52nd StreetNew York, New York 10019
 URGENT
MATERIAL ENCLOSED
 If to the Swap Counterparty:
    
    Citibank, N.A.Capital Markets Legal388 Greenwich Street, 17th FloorNew York, New York 10013Attention: Triad 2007-BIf to Moodys:
    
    Moodys Investors Service, Inc.99 Church Street, 4th FloorNew York, New York 10007Attention: ABS Monitoring DepartmentIf to Standard & Poors:
    
    Standard & PoorsA Division of The McGraw-Hill Companies, Inc.55 Water Street, 40th FloorNew York, New York 10041Attention of Asset Backed SurveillanceDepartment
 64




---



##### 



Notices to Noteholders; Waiver
     Conflict with Trust Indenture Act
  65




---



##### 



Effect of Headings and Table of Contents
 Successors and Assigns
 Separability
 Benefits of Indenture
   Legal Holidays
 66




---



##### 



Governing Law
 Counterparts
 Recording of Indenture
 Trust Obligation
 Limitation of Liability of Owner Trustee
 67




---



##### 



No Petition
 Inspection
 Nonpublic Personal Information
  68




---



##### 



69




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-BBy:
    
    WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee of the
TrustBy:
    
    /s/ Rachel L. SimpsonName:
    
    Rachel L. SimpsonTitle:
    
    Sr. Financial Services OfficerCITIBANK, N.A.,not in its individual capacity but solely as
Indenture TrusteeBy:
    
    /s/ John HannonName:
    
    John HannonTitle:
    
    Vice President




---



##### 



DTC
     A-1-1




---



##### 



Issuer provided however Final
Scheduled Distribution Date
  Note
Policy Insurer
   A-1-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-BBy:
    
    WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee of the
TrustBy:Name:Title:
   Date: November 21, 2007
    
    CITIBANK, N.A., not in its individual capacity but
solely as Indenture TrusteeBy:Authorized
    
    Officer
 A-1-3




---



##### 



Class A-1 Notes Indenture Indenture Trustee
 Notes
 Distribution Date Distribution Date
   A-1-4




---



##### 



STAMP
   A-1-5




---



##### 



Issuer
      A-1-6




---



##### 



provided however
   
   Dated
    
    1Signature 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-1-7




---



##### 



DTC
     A-2-1




---



##### 



Issuer provided however Final Scheduled
Distribution Date
  Note
Policy Insurer
   A-2-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-BBy:
    
    WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee of the
TrustBy:Name:Title
    
    :
   Date: November 21, 2007
    
    CITIBANK, N.A., not in its individual capacity
but solely as Indenture TrusteeBy:Authorized Officer
 A-2-3




---



##### 



Class A-2a Notes Indenture Indenture Trustee
 Notes
 Distribution Date Distribution Date
   A-2-4




---



##### 



STAMP
   A-2-5




---



##### 



Issuer
      A-2-6




---



##### 



provided however
 A-2-7




---



##### 



Dated
    
    1Signature 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




---



##### 



DTC
     A-3-1




---



##### 



Issuer provided however Final Scheduled Distribution Date
  Note Policy Insurer
   A-3-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST 2007-BBy:
    WILMINGTON TRUST COMPANY, not inits individual capacity but solely as OwnerTrustee of the TrustBy:Name:Title:   Date: November 21, 2007
    CITIBANK, N.A., not in its individual capacity but
solely as Indenture TrusteeBy:Authorized Officer A-3-3




---



##### 



Class A-2b Notes Indenture Indenture Trustee
 Notes
 Distribution Date
   A-3-4




---



##### 



STAMP
   A-3-5




---



##### 



Issuer
      A-3-6




---



##### 



provided however
 A-3-7




---



##### 



Dated
    
    1Signature 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




---



##### 



DTC
     A-4-1




---



##### 



Issuer provided however Final Scheduled Distribution Date
  Note Policy Insurer
   A-4-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST
2007-BBy:
    WILMINGTON TRUST COMPANY, not inits individual capacity but solely as OwnerTrustee of the Trust By:Name:Title:
   Date:  November 21, 2007
    CITIBANK, N.A., not in its individual capacity but
solely as Indenture TrusteeBy:Authorized Officer A-4-3




---



##### 



Class A-3a Notes Indenture Indenture Trustee
 Notes
 Distribution Date Distribution Date
   A-4-4




---



##### 



STAMP
   A-4-5




---



##### 



Issuer
      A-4-6




---



##### 



provided however
 A-4-7




---



##### 



Dated
    
    1Signature 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




---



##### 



DTC
     A-5-1




---



##### 



Issuer provided however Final
Scheduled Distribution Date
  Note Policy Insurer
   A-5-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST
2007-BBy:
    WILMINGTON TRUST COMPANY, not inits individual capacity but solely as OwnerTrustee of the TrustBy:Name:Title:   Date: November 21, 2007
    CITIBANK, N.A., not in its individual capacity but
solely as Indenture TrusteeBy:Authorized Officer A-5-3




---



##### 



Class A-3b Notes Indenture Indenture Trustee
 Notes
 Distribution Date
   A-5-4




---



##### 



STAMP
   A-5-5




---



##### 



Issuer
      A-5-6




---



##### 



provided however
 A-5-7




---



##### 



FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto(name and address of assignee)
  Dated 1Signature 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-5-8




---



##### 



REGISTERED
    
    $36,330,000
    DTC
     A-6-1




---



##### 



Issuer provided however Final Scheduled Distribution Date
  Note Policy Insurer
   A-6-2




---



##### 



By:Name:Title:   Date: November 21, 2007
    
    CITIBANK, N.A., not in its individual capacity butsolely as Indenture TrusteeBy:Authorized Officer
 A-6-3




---



##### 



Class A-4a Notes Indenture Indenture Trustee
 Notes
 Distribution Date Distribution Date
   A-6-4




---



##### 



STAMP
   A-6-5




---



##### 



Issuer
      A-6-6




---



##### 



provided however
 A-6-7




---



##### 



FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto(name and address of assignee)
  Dated 1Signature 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-6-8




---



##### 



REGISTERED
    
    $100,000,000
    DTC
     A-7-1




---



##### 



Issuer provided however Final Scheduled Distribution Date
  Note Policy Insurer
   A-7-2




---



##### 



TRIAD AUTOMOBILE RECEIVABLES TRUST
2007-BBy:
    
    WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as Owner
Trustee of the TrustBy:Name:
Title:
   Date: November 21, 2007
    
    CITIBANK, N.A., not in its individual capacity butsolely as Indenture TrusteeBy:Authorized Officer
 A-7-3




---



##### 



Class A-4b Notes Indenture Indenture Trustee
 Notes
 Distribution Date
   A-7-4




---



##### 



STAMP
   A-7-5




---



##### 



Issuer
      A-7-6




---



##### 



provided however
 A-7-7




---



##### 



FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto(name and address of assignee)
  Dated 1Signature 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-7-8




---



##### 



Reference
    
    CriteriaCash Collection and Administration1122(d)(2)(ii)
    
    Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.1122(d)(2)(iv)
    
    The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the
transaction agreements.Investor Remittances and Reporting1122(d)(3)(ii)
    
    Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction
agreements.11122(d)(3)(iii)
    
    Disbursements made to an investor are posted within two
business days to the Servicers investor records, or such
other number of days specified in the transaction
agreements.1122(d)(3)(iv)
    
    Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or
custodial bank statements.
 
 1
    
    Solely with respect to remittances. B-1