REQUIREMENTS
EXHIBIT G
[RESERVED]
EXHIBIT H
SERVICING POLICIES AND PROCEDURES
EXHIBIT I
FORM OF SALE NOTICE
EXHIBIT J
PROGRAM GUIDELINES
EXHIBIT K
[RESERVED]
EXHIBIT L
SECURITY AGREEMENT
EXHIBIT M
[RESERVED]
EXHIBIT N-1
FORM OF CLASS A NOTE
EXHIBIT N-2
FORM OF CLASS B NOTE
EXHIBIT O
FORM OF NOTICE OF BORROWING
EXHIBIT P
[RESERVED]
EXHIBIT Q
[RESERVED]
EXHIBIT R
WIRE TRANSFER INSTRUCTIONS
EXHIBIT S
RECEIVABLES PURCHASE AGREEMENT
EXHIBIT T
SALE AND CONTRIBUTION AGREEMENT
EXHIBIT U
SERVICING AGREEMENT
EXHIBIT V
WAREHOUSE AFFILIATE GUARANTY
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WAREHOUSE LENDING AGREEMENT, dated as of January 10, 2008, among TRIAD
AUTOMOBILE RECEIVABLES WAREHOUSE TRUST ("Borrower"), TRIAD FINANCIAL WAREHOUSE
SPECIAL PURPOSE LLC ("Seller"), TRIAD FINANCIAL CORPORATION ("TFC"), THE BANK OF
NEW YORK, as successor to JPMorgan Chase Bank, National Association (the
"Collection Account Bank"), SHEFFIELD RECEIVABLES CORPORATION (the "Class A
Lender"), and BARCLAYS BANK PLC as the Class B Lender (in such capacity, the
"Class B Lender") and as the Agent (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, Borrower wishes to borrow certain sums from Lenders hereunder in
order to purchase certain motor vehicle retail installment sale contracts; and
WHEREAS, Lenders are willing, upon the terms and conditions set forth
below, to lend such sums to Borrower.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS; CONSTRUCTION
Section 1.01. Definitions. As used herein, the following terms shall have
the meanings herein specified (to be equally applicable to both the singular and
plural forms of the terms defined):
"Adjusted Eurodollar Rate" shall mean, for any period or portion thereof, a
rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%)
equivalent to the rate determined pursuant to the following formula:
Adjusted Eurodollar Rate
=
LIBOR Rate
1-LIBOR Reserve
Percentage.
"Administration Fee" means the fee payable to the Administrator pursuant to
the Trust Agreement.
"Administrator" means TFC in its capacity as administrator under the Trust
Agreement or any successor administrator under the Trust Agreement.
"Advance Rate" means:
(i) with respect to Class 1 Eligible Contracts, at any date of
determination, the lowest of (A) the percentage specified as item 1 on
Schedule I hereto, (B) the Net Securitization Proceeds Percentage for such date
of determination, and (C) the excess of 100% over Class B Dynamic
Overcollateralization Percentage for such date of determination;
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(ii) with respect to any Ineligible Contract, at any date of determination,
zero percent (0%); and
(iii) with respect to Class 2 Eligible Contracts, at any date of
determination, the following percentage, as applicable:
(a) with respect to Class 2 Eligible Contracts that are delinquent thirty-one
(31) consecutive days or more, but not more than sixty (60) consecutive days as
of the close of business on the last day of the Collection Period immediately
preceding such date of determination (or, for any such date of determination
made during the Collection Period in which the initial Cut-off Date occurs,