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EXHIBIT 10.1
 PURCHASE AGREEMENT




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TABLE OF CONTENTS
 PageARTICLE I. DEFINITIONS
    
    
    1Section 1.1
    
    General
    
    
    1Section 1.2
    
    Specific Terms
    
    
    1Section 1.3
    
    Usage of Terms
    
    
    2Section 1.4
    
    [Reserved]
    
    
    2Section 1.5
    
    No Recourse
    
    
    2Section 1.6
    
    [Reserved]
    
    
    3Section 1.7
    
    Material Adverse Effect
    
    
    3ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY
    
    
    3Section 2.1
    
    Conveyance of the Receivables and the Other Conveyed Property
    
    
    3ARTICLE III. REPRESENTATIONS AND WARRANTIES
    
    
    3Section 3.1
    
    Representations and Warranties of the Originator
    
    
    3Section 3.2
    
    Representations and Warranties of the Depositor
    
    
    5ARTICLE IV. COVENANTS OF SELLER
    
    
    7Section 4.1
    
    Protection of Title of the Depositor
    
    
    7Section 4.2
    
    [Reserved]
    
    
    8Section 4.3
    
    Other Liens or Interests
    
    
    8Section 4.4
    
    Costs and Expenses
    
    
    8Section 4.5
    
    Indemnification by the Originator
    
    
    9Section 4.6
    
    Indemnification by the Depositor
    
    
    9ARTICLE V. REPURCHASES
    
    
    10Section 5.1
    
    Repurchase of Receivables Upon Breach of Warranty
    
    
    10Section 5.2
    
    Reassignment of Purchased Receivables
    
    
    10Section 5.3
    
    Waivers
    
    
    11ARTICLE VI. MISCELLANEOUS
    
    
    11Section 6.1
    
    Liability of the Originator and the Depositor
    
    
    11Section 6.2
    
    Merger or Consolidation of the Originator or the Depositor
    
    
    11Section 6.3
    
    Limitation on Liability of the Originator, and the Depositor and Others
    
    
    12Section 6.4
    
    The Originator May Own Notes or the Certificates
    
    
    12Section 6.5
    
    Amendment
    
    
    12Section 6.6
    
    Notices
    
    
    13Section 6.7
    
    Merger and Integration
    
    
    13Section 6.8
    
    Severability of Provisions
    
    
    14Section 6.9
    
    Intention of the Parties
    
    
    14Section 6.10
    
    Governing Law
    
    
    15Section 6.11
    
    Counterparts
    
    
    15Section 6.12
    
    Conveyance of Receivables and Other Conveyed Property to the Issuer
    
    
    15




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PageSection 6.13
    
    Nonpetition Covenant
    
    
    15Section 6.14
    
    Payment Obligations of the Depositor Limited
    
    
    15




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PURCHASE AGREEMENT
 Originator Depositor
   ARTICLE I.
 DEFINITIONS
 General
 Specific Terms
 Agreement
 Closing Date
 Indenture Trustee
 Issuer
 Other Conveyed Property
 Owner Trustee
 Receivables




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Related Documents
 Repurchase Event
 Residual Holder
 Sale and Servicing Agreement
 Schedule of Representations
 Schedule of Receivables
 Taxes
 Usage of Terms
 [Reserved]
 No Recourse
 2




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[Reserved]
 Material Adverse Effect
 ARTICLE II.
 CONVEYANCE OF THE RECEIVABLES
AND THE OTHER CONVEYED PROPERTY
 Conveyance of the Receivables and the Other Conveyed Property
   ARTICLE III.
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Originator
 3




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Schedule of Representations
 Organization and Good Standing
 Due Qualification
 Power and Authority
 Valid Sale; Binding Obligations
 No Violation
 4




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No Proceedings
 True Sale
 Representations and Warranties of the Depositor
 Organization and Good Standing
 Due Qualification
 5




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Power and Authority
 Valid Sale; Binding Obligations
 No Violation
 No Proceedings
  6




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ARTICLE IV.
 COVENANTS OF SELLER
 Protection of Title of the Depositor
   7




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[Reserved]
 Other Liens or Interests
 Costs and Expenses
 8




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Indemnification by the Originator
   Indemnification by the Depositor
  9




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ARTICLE V.
 REPURCHASES
 Repurchase of Receivables Upon Breach of Warranty
  Reassignment of Purchased Receivables
 10




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Waivers
 ARTICLE VI.
 MISCELLANEOUS
 Liability of the Originator and the Depositor
 Merger or Consolidation of the Originator or the Depositor
 11




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Limitation on Liability of the Originator, and the Depositor and Others
 The Originator May Own Notes or the Certificates
 Amendment
  12




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Notices
   
    
  Merger and Integration
 13




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Severability of Provisions
 Intention of the Parties
      14




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Governing Law
 Counterparts
 Conveyance of the Receivables and the Other Conveyed Property to the
Issuer
 Nonpetition Covenant
 Payment Obligations of the Depositor Limited
 15




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TRIAD FINANCIAL CORPORATION,as OriginatorBy
Name:
    
    /s/ Mike L. Wilhelms

Mike L. WilhelmsTitle:
    
    Chief Financial OfficerTRIAD FINANCIAL SPECIAL PURPOSE LLC,as DepositorBy
    
    /s/ Mike L. WilhelmsName:
    
    Mike L. WilhelmsTitle:
    
    Chief Financial OfficerAccepted:CITIBANK, N.A.,not in its individual capacitybut solely as Indenture TrusteeBy:
    
    /s/ John HannonName:
    
    John HannonTitle:
    
    Vice President




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SCHEDULE A
 SCHEDULE
OF RECEIVABLES




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SCHEDULE B
 REPRESENTATIONS AND WARRANTIES  OF THE ORIGINATOR
 Characteristics of Receivables
 Fraud or Misrepresentation
 Compliance with Law




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Origination
 Binding Obligation
 No Government Obligor
 Obligor Bankruptcy
 Schedule of Receivables
 Marking Records
 Computer Tape
 Adverse Selection
 Tangible Chattel Paper
 One Original
 Receivable Files Complete
 SCH B-2




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Receivables in Force
 Lawful Assignment; No Consent Required
 Good Title
 Security Interest in Financed Vehicle
 SCH B-3




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All Filings Made
 No Impairment
 Receivable Not Assumable
 No Defenses
 No Default
 Insurance
 SCH B-4




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Past Due
 Remaining Principal Balance
 Certain Characteristics of Receivables
 SCH B-5