UNDERWRITING AGREEMENT

EXHIBIT 1.1

TRIAD AUTOMOBILE RECEIVABLES TRUST 2006-C

CLASS A-1 5.3409% ASSET BACKED NOTES
CLASS A-2 5.40% ASSET BACKED NOTES
CLASS A-3 5.26% ASSET BACKED NOTES
CLASS A-4 5.31% ASSET BACKED NOTES

TRIAD FINANCIAL SPECIAL PURPOSE LLC
(DEPOSITOR)

October 13, 2006

UNDERWRITING AGREEMENT

Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

as representatives of the several Underwriters (the “ Representatives ”)

Ladies and Gentlemen:

     1. Introductory . Triad Financial Special Purpose LLC, a Delaware limited liability company (the “ Depositor ”), proposes to sell to the Underwriters named herein:

          (a) $235,000,000 principal amount of Class A-1 5.3409% Asset Backed Notes (the “ Class A-1 Notes ”);

          (b) $256,000,000 principal amount of Class A-2 5.40% Asset Backed Notes (the “ Class A-2 Notes ”);

          (c) $360,000,000 principal amount of Class A-3 5.26% Asset Backed Notes (the “ Class A-3 Notes ”);

          (d) $241,200,000 principal amount of Class A-4 5.31% Asset Backed Notes (the “ Class A-4 Notes ” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “ Class A Notes ”, “ Notes ” or “ Underwritten Securities ”);

in each case issued by Triad Automobile Receivables Trust 2006-C (the “ Trust ”).

     Simultaneously with the issuance and sale of the Underwritten Securities as contemplated herein, the Trust will issue a trust certificate representing the beneficial ownership interest in the Trust (the “ Certificate ”).

     The Notes will be secured by the Receivables (as hereinafter defined) and certain other property of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of October 18, 2006 (the “ Indenture ”) by and between the Trust and Citibank, N.A. (the “ Indenture Trustee ”).

     The Certificate will represent a beneficial interest in the Trust, the assets of which will include the Receivables and certain other property. The Certificate will be issued pursuant to the Trust Agreement (the “ Trust Agreement ”) to be dated as of October 18, 2006 between the Depositor, Triad Financial Corporation (“ Triad ”) and Wilmington Trust Company (the “ Owner Trustee ”). Payments in respect of the Certificate, to the extent specified in the Indenture, the Sale and Servicing Agreement and the Trust Agreement, are subordinated to the rights of the holders of the Notes.

     The property of the Trust will include, among other things, a pool of motor vehicle retail installment sales contracts and installment loans for new and used automobiles and light duty trucks (the “ Receivables ”), sold by Triad to the Depositor pursuant to the Purchase Agreement (the “ Purchase Agreement ”) dated as of October 18, 2006, and certain monies due or in some cases received thereunder after September 30, 2006. The Receivables will be sold to the Trust by the Depositor and will be serviced for the Trust by Triad (the “ Servicer ” or “ Triad ”), pursuant to the Sale and Servicing Agreement (the “ Sale and Servicing Agreement ”) to be dated as of October 18, 2006 by and among the Depositor, the Servicer, the Indenture Trustee and the Trust.

     The Class A Notes will have the benefit of a note guaranty insurance policy (the “ Note Policy ”), issued by Ambac Assurance Corporation, a financial guaranty insurance company incorporated under the laws of the State of Wisconsin (the “ Insurer ”).

     In connection with the issuance of the Note Policy (i) the Indenture Trustee, Triad, the Trust and the Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of October 18, 2006 (the “ Insurance Agreement ”) and (ii) the Representatives and the Insurer will execute and deliver an Indemnification Agreement dated as of October 18, 2006 (the “ Indemnification Agreement ”).

     Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Sale and Servicing Agreement.

     At or prior to the time when sales to purchasers of the Offered Securities were first made to investors by the Underwriters, which was approximately 1:30 p.m., New York City time, on October 13, 2006 (the “ Applicable Time ”), the Depositor had prepared the following information (collectively, the “ Time of Sale Information ”): the preliminary prospectus supplement dated October 10, 2006 (the “ Preliminary Prospectus Supplement ”) to the base prospectus dated October 10, 2006 (the “ Preliminary Base Prospectus ” together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the “ Preliminary Prospectus ”). If, subsequent to the

Applicable Time and prior to October 18, 2006 (the “ Closing Date ”), such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and as a result investors in the Underwritten Securities may terminate their prior “ Contracts of Sale ” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “ Act ”)) for any Underwritten Securities and the Underwriters enter into new Contracts of Sale with investors in the Underwritten Securities, then “ Time of Sale Information ” will refer to the information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and the Underwriters that corrects such material misstatements or omissions (a “ Corrected Prospectus ”) and “ Applicable Time ” will refer to the time and date on which such new Contracts of Sale were entered into.

     2.  Representations and Warranties of the Depositor . The Depositor represents and warrants to and agrees with the underwriters named in Schedule I hereto (the “ Underwriters ”) that as of the Execution Time (as hereinafter defined), as of the Applicable Time (as hereinafter defined) and as of the Closing Date:

          (a) The Depositor has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement (Registration No. 333-132215) on Form S-3, including a base prospectus and forms of prospectus supplement, for registration under the Act of the offering and sale of the Underwritten Securities, and such registration statement has become effective. The Depositor may have filed one or more amendments thereto as may have been required to the date hereof, each of which amendments has been previously furnished to the Representatives. Promptly after execution and delivery of this Underwriting Agreement, the Depositor will prepare and file with the Commission a final base prospectus and a final prospectus supplement relating to the Underwritten Securities in accordance with the provisions of Rule 430B and Rule 424(b). Any information included in such base prospectus and prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “ Rule 430B Information ”. Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference pursuant to the Act at such time and documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “ Rules and Regulations ”) of the Commission under the Act, is herein called the “ Registration Statement ”; provided that references to the Registration Statement or other matters relating to the Registration Statement shall be deemed to be references to the Registration Statement or such other matters relating to the Registration Statement as of the Effective Date (as hereinafter defined). The Registration Statement at the time it originally became effective is herein called the “ Original Registration Statement .” “ Base Prospectus ” means the base prospectus included in the Registration Statement, as amended at the time of the filing of the Prospectus. “ Prospectus ” means the prospectus supplement to the Base Prospectus that is first filed after the Execution Time pursuant to Rule 424(b), together with the Base Prospectus, as amended at the time of such filing, including the documents incorporated by reference therein pursuant to the Act at the time of execution of this Agreement.

“ Prospectus Supplement ” means the prospectus supplement to the Base Prospectus included in the Prospectus.

          The Depositor has included in the Registration Statement, as amended at the Effective Date, all information required by the Act and the rules thereunder to be included in the Prospectus with respect to the Underwritten Securities and the offering thereof. As filed, the Preliminary Prospectus includes all information with respect to the Underwritten Securities and the offering thereof required by the Act and the rules thereunder. As filed, the Prospectus shall include all information with respect to the Underwritten Securities and the offering thereof required by the Act and the rules thereunder and, except to the extent that the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representatives prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Preliminary Prospectus) as the Depositor has advised the Representatives, prior to the Execution Time, will be included or made therein. If the registration statement contains the undertaking specified by Regulation S-K Item 512(a), the registration statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

          For purposes of this Underwriting Agreement, “ Applicable Time ” shall have the meaning referred to in Section 2(c) hereof. “ Effective Time ” means, with respect to the Registration Statement, the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, or the earlier of the date of filing of a prospectus required under Rule 424 deemed to be part of the Registration Statement or the date and time of the first sale of Underwritten Securities and “ Effective Date ” means the date of the Effective Time. “ Execution Time ” shall mean the date and time that this Underwriting Agreement is executed and delivered by the parties hereto. “ Rule 158 ,” “ Rule 164 ,” “ Rule 405 ,” “ Rule 415 ”, “ Rule 424 ”, “ Rule 430B ,” “ Rule 433 ” and “ Regulation S-K ” refer to such rules or regulations under the Act. Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on or before the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “ amend ”, “ amendment ” or “ supplement ” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof or included therein. For purposes of this Underwriting Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“ EDGAR ”).

          (b) The Depositor meets the requirements for use of Form S-3 under the Act. If the Registration Statement contains the undertaking specified by Regulation S-K Item 512(a), the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). At the earliest time after the time of filing the Original Registration Statement that the Depositor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)), of the Underwritten Securities and at the date hereof, the Depositor was not and is not an “ineligible issuer”, as defined in Rule 405 of the Act.

          (c) The Original Registration Statement became effective on May 8, 2006, and any post-effective amendment thereto also has become effective. No stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Depositor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

          At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and at the Closing Time, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the respective Rules and Regulations thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; at the Applicable Time, the Preliminary Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and neither the Prospectus nor any amendment or supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Depositor makes no representation or warranty as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Depositor by any Underwriter through either Representative specifically for use in connection with preparation of the Registration Statement, the Preliminary Prospectus or the Prospectus (or any supplement thereto) , it being agreed that the only such information consists of the statements in the third and fourth paragraphs (concerning concessions, reallowances and initial offering prices) and in the sixth, seventh, eighth and ninth paragraphs (concerning overallotment, stabilizing transactions and penalty bids) under the heading “Underwriting” in the Prospectus Supplement (such information, the “ Underwriter Information ”); and provided further that the Depositor makes no representation or warranty as to the information contained in or omitted from any Form T-1 filed with respect to the Indenture Trustee (the “ T-1 Information ”). The Time of Sale Information, at the Applicable Time, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty as to (i) the T-1 Information and (ii) any statements or omissions made in reliance upon and in conformity with the Underwriter Information.

          When filed with the Commission, each Preliminary Prospectus (including the prospectus and prospectus supplement filed as part of the Original Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations.

          (d) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when they became effective under the Act or were filed with the Commission under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, conformed in all material respects with the requirements of the Exchange Act and the Rules and Regulations thereunder.

          (e) Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus and the Prospectus, (i) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, members’ or stockholders’ equity, results of operations, regulatory status or business prospects of the Depositor or Triad, and (ii) neither the Depositor nor Triad has entered into any transaction or agreement (whether or not in the ordinary course of business) that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Class A Notes, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus.

          (f) The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own its properties and conduct its businesses as described in the Preliminary Prospectus and the Prospectus, and is duly qualified to transact business as a foreign limited liability company in good standing under the laws of each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, other than where the failure to be so qualified would not have a material adverse effect on the transactions contemplated herein or in the Basic Documents.

          (g) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables, which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable agreement) of Triad in the Purchase Agreement and of the Depositor in the Sale and Servicing Agreement and the Trust Agreement will be true and correct in all material respects.

          (h) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the

Depositor for the consummation of the transactions contemplated by this Underwriting Agreement, except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust’s interest in the Receivables.

          (i) The Depositor is not in violation of its limited liability company operating agreement or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which violation or default would have a material adverse effect on the transactions contemplated herein or in any of the Basic Documents to which the Depositor is a party. The execution, delivery and performance by the Depositor of this Underwriting Agreement and the Basic Documents to which the Depositor is a party and the issuance and sale of the Class A Notes and compliance with the terms and provisions thereof (i) will not result in a breach or violation of any of the terms and provisions of or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Depositor or any of its properties, or the limited liability company operating agreement or by-laws of the Depositor and (ii) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the property or assets of the Depositor pursuant to the terms of, any material indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement, or similar agreement or instrument under which the Depositor is a debtor or guarantor. The Depositor has full power and authority to authorize, cause the Trust to issue, and sell the Notes as contemplated by this Underwriting Agreement, to enter into this Underwriting Agreement and the Basic Documents and to consummate the transactions contemplated herein and therein.

          (j) This Underwriting Agreement has been duly authorized, executed and delivered by the Depositor; on the Closing Date (as hereafter defined), the Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the Trust entitled to the benefits provided by the Indenture; on the Closing Date, the Certificate will have been duly executed, authenticated, issued and delivered and entitled to the benefits provided by the Trust Agreement; on the Closing Date, the Basic Documents to which the Depositor is a party will have been duly authorized, executed and delivered by and will constitute valid and binding obligations of the Depositor enforceable in accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; and the Basic Documents will conform to the description thereof in the Prospectus in all material respects.

          (k) The computer tape with respect to the Receivables (the “ Computer Tape ”) to be delivered by Triad as seller under the Purchase Agreement to each of the Owner Trustee, the Indenture Trustee and the Representatives will be complete and accurate in all material respects as of the date thereof.

     3. Purchase, Sale, and Delivery of the Underwritten Securities . On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the aggregate principal amounts of the Class A Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Securities are to be purchased at the following purchase prices:

     Delivery of and payment for the Notes shall be made at the office of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 (or such other place as the Depositor and the Representatives shall agree), on the Closing Date. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more global notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“ DTC ”). The Depositor shall make such global notes representing the Notes available for inspection by the Underwriters at the office at which the Notes are to be delivered, no later than 5:00 p.m. (Chicago time) on the business day prior to the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof.

     4. Offering by Underwriters . It is understood that the Underwriters propose to offer the Underwritten Securities for sale to the public (which may include selected dealers), as set forth in the Prospectus.

     5. Covenants of the Depositor . The Depositor covenants and agrees with the Underwriters:

          (a) The Depositor, subject to Section 5(b), will comply with the requirements of Rules 424(b) and 430B and will notify the Underwriters immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, or of the suspension of the qualification of the Underwritten Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Depositor will make every reasonable effort to prevent the

issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.

          (b) Prior to the termination of the offering of the Notes, not to file any amendment to the Registration Statement or any amendment, supplement or revision to either the Preliminary Prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus unless the Depositor has furnished each Representative with a copy for such Representative’s review prior to such proposed filing or use, as the case may be, and not to file or use any document to which either Representative shall reasonably object.

          (c) Subject to Section 5(b), to effect the filings required under Rule 424(b) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424(b) were each received for filing by the Commission and, in the event that either was not, it will file the Preliminary Prospectus or the Prospectus, as applicable.

          (d) Promptly from time to time to take such action as either Representative may reasonably request in order to qualify the Underwritten Securities for offering and sale under the securities laws of such states as either Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Underwritten Securities; provided , that in connection therewith, the Depositor shall not be required to qualify as a foreign limited liability company to do business, or to file a general consent to service of process in any jurisdiction.

          (e) The Depositor will comply with the Act and the Rules and Regulations, the Exchange Act and the rules and regulations thereunder and the Trust Indenture Act and the rules and regulations thereunder so as to permit the completion of the distribution of the Underwritten Securities as contemplated in this Agreement, the Registration Statement and the Prospectus. If, at any time when a prospectus is required by the Act to be delivered in connection with sales of the Underwritten Securities, any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or amend or supplement the Preliminary Prospectus or the Prospectus in order that the Preliminary Prospectus or Prospectus, as applicable, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any such time to amend the Registration Statement or amend or supplement the Preliminary Prospectus or the Prospectus in order to comply with the Act or the requirements of the Act or the Rules and Regulations, the Depositor will promptly notify the Representatives and will prepare and file, or cause to be prepared and filed, with the Commission (subject to Section 5(b)) the review and approval provisions afforded to the Underwriters described in Section 5(b) such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Preliminary Prospectus or the Prospectus comply with such requirements, the Depositor will use its best efforts to have

such amendment or new registration statement declared effective as soon as practicable (it being understood that any such filing shall not operate as a waiver or limitation on any right of any Underwriter hereunder).

          (f) To cause the Trust to make generally available to Noteholders as soon as practicable, but in any event no later than eighteen months after the original effective date of the Registration Statement, an earnings statement of the Trust covering a period of at least twelve months beginning after the Effective Date of the Registration Statement that will satisfy the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder.

          (g) To furnish to the Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectus (including the Preliminary Prospectus), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.

          (h) So long as any of the Underwritten Securities are outstanding, to furnish the Representatives copies of all reports or other communications (financial or other) furnished to Noteholders, and to deliver to the Representatives during such same period, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission; (ii) copies of each amendment to any of the Basic Documents; (iii) on each Determination Date or as soon thereafter as practicable, notice by facsimile of the pool factors as of the related Record Date; and (iv) such additional information concerning the business and financial condition of the Depositor or the Trust as either Representative may from time to time reasonably request.

          (i) To pay or cause to be paid the following costs and expenses incident to the performance of its obligations hereunder: (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) all fees of any rating agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of Triad’s and the Depositor’s counsel; (vii) all fees and expenses of PricewaterhouseCoopers LLP relating to the letter referred to in Section 6(a) hereof; (viii) all fees and expenses of accountants incurred in connection with the delivery of any accountant’s or auditor’s reports required pursuant to the Indenture or the Sale and Servicing Agreement; (ix) the preparation, issuance and delivery of the Notes to the Underwriters; (x) the delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto; (xi) the printing and delivery to the Underwriters of the Preliminary Prospectus and the Prospectus and of each amendment and supplement thereto; (xii) any up-front fees and premiums payable to the Insurer and fees and disbursements of counsel to the Insurer; (xiii) any other fees and expenses incurred in connection with the performance of its obligations hereunder and (xiv) the costs and expenses (including any damages or other amounts payable in connection with legal and contractual liability) associated with the reforming of any Contracts of Sale of

the Underwritten Securities made by the Underwriters caused by a breach of the representation in Section 2(c).

          (j) The Underwriters shall pay all Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with State securities law qualifications under Section 5(d) and any legal investment surveys. Except as provided in Sections 5(i) and 9 hereof, the Underwriters will pay all their own costs and expenses, including, without limitation, the cost of printing any agreement among underwriters, the fees and expenses of Sidley Austin LLP, counsel to the Underwriters, transfer taxes on resale of the Underwritten Securities by the Underwriters, and any advertising expenses connected with any offers that the Underwriters may make.

          (k) For a period from the date of this Underwriting Agreement until the retirement of the Underwritten Securities, or until such time as the Underwriters shall cease to maintain a secondary market in the Underwritten Securities, whichever occurs first, to deliver to the Representatives (i) copies of each certificate, the annual statements of compliance, annual assessment of compliance with servicing criteria, accountants’ attestations in respect of such assessments and the annual independent certified public accountants’ servicing reports furnished to the Owner Trustee and the Indenture Trustee pursuant to Article IV of the Sale and Servicing Agreement, by first-class mail as soon as practicable after such statements and reports are furnished to the Owner Trustee and the Indenture Trustee, (ii) copies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Article III of the Indenture, by first-class mail as soon as practicable after such statements and reports are furnished to the Indenture Trustee, (iii) copies of each amendment to any Basic Document and (iv) on or about each Distribution Date, a copy of the statement furnished by the Indenture Trustee to the Noteholders pursuant to Section 5.10 of the Sale and Servicing Agreement, by express mail or telecopy.

          (l) On or before the Closing Date, the Depositor shall cause Triad’s computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Depositor nor the Servicer shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Basic Documents.