exv10w1



 






EXHIBIT 10.1



 

 








PURCHASE AGREEMENT




between




TRIAD FINANCIAL CORPORATION

Originator




and




TRIAD FINANCIAL SPECIAL PURPOSE LLC

Depositor




Dated as of May 30, 2007




 








 









 









TABLE OF CONTENTS




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






 









 






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






SCHEDULES




Schedule A — Schedule of Receivables

Schedule B — Representations and Warranties from the Originator as to the Receivables





 









 








PURCHASE AGREEMENT




          THIS PURCHASE AGREEMENT, dated as of May 30, 2007 is between Triad Financial Corporation, a
California corporation, as the Originator (the “Originator”), and Triad Financial Special
Purpose LLC, a Delaware limited liability company, as the Depositor (the “Depositor”).




          The Depositor has agreed to purchase from the Originator, and the Originator, pursuant to this
Agreement, is selling to the Depositor the Receivables and Other Conveyed Property.




          In consideration of the premises and the mutual agreements hereinafter contained, and for
other good and valuable consideration, the receipt of which is acknowledged, the Originator and the
Depositor, intending to be legally bound, hereby agree as follows:




ARTICLE I.




DEFINITIONS




          Section 1.1 General. Capitalized terms used herein without definition will have the respective meanings assigned
to such terms in the Sale and Servicing Agreement dated as of May 30, 2007 by and among the
Depositor, Triad Financial Corporation, in its individual capacity, as Custodian and as Servicer,
Triad Automobile Receivables Trust 2007-A, as Issuer, and Citibank, N.A., as Backup Servicer and
Indenture Trustee.




          Section 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, will have the following meanings:




          “Agreement” means this Purchase Agreement and all amendments hereof and supplements
hereto.




          “Closing Date” means May 30, 2007.




          “Indenture Trustee” means Citibank, N.A., as Indenture Trustee and any successor
Indenture Trustee appointed and acting pursuant to the Indenture.




          “Issuer” means Triad Automobile Receivables Trust 2007-A.




          “Other Conveyed Property” means all property described in Section 2.1(a), (b), (c),
(d), (e), (f) and (h) of the Sale and Servicing Agreement conveyed by the Originator to the
Depositor pursuant to this Agreement other than the Receivables, including all monies paid on or
after the Cut-Off Date.




          “Owner Trustee” means Wilmington Trust Company, as Owner Trustee appointed and acting
pursuant to the Trust Agreement.




          “Receivables” means the Receivables listed on the Schedule of Receivables attached
hereto.




 









 





          “Related Documents” means the Notes, the Certificates, the Sale and Servicing
Agreement, the Indenture, the Trust Agreement, the Note Policy, the Insurance Agreement, the Swap
Agreement and the Underwriting Agreement. The Related Documents to be executed by any party are
referred to herein as “such party’s Related Documents,” “its Related Documents” or by a similar
expression.




          “Repurchase Event” means the occurrence of a breach of any of the Originator’s
representations and warranties hereunder including the representations and warranties set forth in
Schedule B or any other event which requires the repurchase of a Receivable by the Originator under
the Sale and Servicing Agreement.




          “Residual Holder” means Triad Financial Residual Special Purpose LLC.




          “Sale and Servicing Agreement” means the Sale and Servicing Agreement referred to in
Section 1.1.




          “Schedule of Representations” means the Schedule of Representations and Warranties
attached hereto as Schedule B.




          “Schedule of Receivables” means the schedule of Receivables sold and transferred
pursuant to this Agreement which is attached hereto as Schedule A.




          “Taxes” means any sales, gross receipts, personal property, tangible or intangible
personal property, privilege or license taxes (but not including any (x) federal, state or other
taxes, arising out of the ownership of the Notes or the Certificates, (y) transfer taxes arising in
connection with the transfer of the Notes or the Certificates or (z) federal, state or other taxes
arising out of any fees paid to the indemnified parties pursuant to the Basic Documents).




          Section 1.3 Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the
plural the singular; words importing any gender include the other gender; references to “writing”
include printing, typing, lithography, and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all subsequent amendments
thereto or changes therein entered into in accordance with their respective terms and not
prohibited by this Agreement or the Sale and Servicing Agreement; references to Persons include
their permitted successors and assigns; and the terms “include” or “including” mean “include
without limitation” or “including without limitation.” The words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit
references, unless otherwise specified, refer to Articles and Sections of and Schedules and
Exhibits to this Agreement.




          Section 1.4
[Reserved].




          Section 1.5
No Recourse. Without limiting the obligations of the Originator or the Depositor hereunder, no recourse
may be taken, directly or indirectly, under this Agreement or any certificate or other writing
delivered in connection herewith or therewith, against any stockholder, officer or director, as
such, of the Originator or the Depositor, or of any predecessor or successor of the Originator or
the Depositor.


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          Section 1.6
[Reserved].




          Section 1.7
Material Adverse Effect. Whenever a determination is to be made under this Agreement as to whether a given event,
action, course of conduct or set of facts or circumstances could or would have a material adverse
effect on the Noteholders or the Insurer (or any similar or analogous determination), such
determination will be made without taking into account the funds available from claims under the
Note Policy.




ARTICLE II.




CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY




          Section 2.1 Conveyance of the Receivables and the Other Conveyed Property
        .





     (a) Subject to the terms and conditions of this Agreement, the Originator hereby sells,
transfers, assigns and otherwise conveys to the Depositor without recourse (but without
limitation of its obligations in this Agreement), and the Depositor hereby purchases, all
right, title and interest of the Originator in and to the Receivables and the Other Conveyed
Property, including all moneys received after the Cutoff Date. It is the intention of the
Originator and the Depositor that the sale and assignment contemplated by this Agreement
constitutes a sale and contribution of the Receivables and the Other Conveyed Property from
the Originator to the Depositor, conveying good title thereto free and clear of any liens,
and the beneficial interest in and title to the Receivables and the Other Conveyed Property
will not be part of the Originator’s estate in the event of the filing of a bankruptcy
petition by or against the Originator under any bankruptcy or similar law.




     (b) Simultaneously with the sale of the Receivables and the Other Conveyed Property to
the Depositor, the Depositor has paid or caused to be paid to or upon the order of the
Originator a purchase price equal to the aggregate Principal Balance of the Receivables. An
amount equal to the net proceeds of the Class A Notes (less the initial deposit to the
Spread Account) shall be paid by wire transfer of immediately available funds and the
remaining balance of the purchase price will be paid with a portion of the proceeds from the
sale of the Certificate by the Depositor to the Residual Holder.



ARTICLE III.




REPRESENTATIONS AND WARRANTIES




          Section 3.1 Representations and Warranties of the Originator. The Originator makes the following representations and warranties as of the date hereof, on
which the Depositor relies in purchasing the Receivables and the Other Conveyed Property, on which
the Issuer will rely in purchasing the Receivables and the Other Conveyed Property and on which the
Insurer will rely in issuing the Note Policy. Such representations are made as of the execution
and delivery of this Agreement, but will survive the sale, transfer and assignment of the
Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment
thereof by the




3









 




Depositor to the Issuer. The Originator and the Depositor agree that the Depositor
will assign to Issuer all the Depositor’s rights under this Agreement and that the Indenture
Trustee will thereafter be entitled to enforce this Agreement against the Originator in the
Indenture Trustee’s own name on behalf of the Noteholders.





     (a) Schedule of Representations. The representations and warranties set forth
on the Schedule of Representations with respect to the Receivables as of the date hereof,
are true and correct.




     (b) Organization and Good Standing. The Originator has been duly organized and
is validly existing as a corporation in good standing under the laws of the State of
California, with power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is currently conducted, and had at all
relevant times, and now has, corporate power, authority and legal right to acquire, own,
transfer and sell the Receivables and the Other Conveyed Property to the Depositor.




     (c) Due Qualification. The Originator is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses and approvals
in all jurisdictions in which the ownership or lease of its property or the conduct of its
business with respect to the Receivables requires such qualification.




     (d) Power and Authority. The Originator has the corporate power and authority
to execute and deliver this Agreement and its Related Documents and to carry out its terms
and their terms, respectively; the Originator has full power and authority to sell and
assign the Receivables and the Other Conveyed Property to be sold and assigned to the
Depositor hereunder and has duly authorized such sale and assignment to the Depositor by all
necessary corporate action; and the execution, delivery and performance
of this Agreement and the Originator’s Related Documents have been duly authorized by
the Originator by all necessary corporate action.




     (e) Valid Sale; Binding Obligations. This Agreement and the Originator’s
Related Documents have been duly executed and delivered and will effect a valid sale,
transfer and assignment of the Receivables and the Other Conveyed Property to the Depositor,
enforceable against the Originator and creditors of and purchasers from the Originator; this
Agreement and the Originator’s Related Documents constitute legal, valid and binding
obligations of the Originator enforceable in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally and by equitable limitations
on the availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.




     (f) No Violation. The consummation of the transactions contemplated by this
Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and
the Related Documents, will not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice, lapse of time or both) a default
under, the articles of incorporation or bylaws of the Originator, or any indenture,
agreement, mortgage, deed of trust or other instrument to which the Originator



4









 






is a party or
by which it is bound, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, other than this Agreement, the Sale and Servicing Agreement and the
Indenture, or violate any law, order, rule or regulation applicable to the Originator of any
court or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Originator or any of its
properties.




     (g) No Proceedings. There are no proceedings or investigations pending or, to
the Originator’s best knowledge, threatened against the Originator, before any court,
regulatory body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over the Originator or its properties (i) asserting the invalidity of
this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the
Notes or the consummation of any of the transactions contemplated by this Agreement or any
of the Related Documents, (iii) seeking any determination or ruling that might materially
and adversely affect the performance by the Originator of its obligations under, or the
validity or enforceability of, this Agreement or any of the Related Documents or (iv)
seeking to affect adversely the federal income tax or other federal, state or local tax
characterization of, or seeking to impose any excise, franchise, transfer or similar tax
upon, the transfer and acquisition of the Receivables and the Other Conveyed Property
hereunder or under the Sale and Servicing Agreement.




     (h) True Sale. The Receivables are being transferred with the intention of
removing them from the Originator’s estate pursuant to Section 541 of the Bankruptcy Code,
as the same may be amended from time to time.



          Section 3.2 Representations and Warranties of the Depositor. The Depositor makes the following representations and warranties as of the date hereof, on
which the Originator relies in transferring the Receivables and the Other Conveyed Property to the
Depositor, on which the Issuer will rely in purchasing the Receivables and on which the Insurer
will rely in issuing the Note Policy. Such representations are made as of the execution and
delivery of this Agreement, but will survive the sale, transfer and assignment of the Receivables
and the Other Conveyed Property hereunder, and the sale, transfer and assignment thereof to the
Issuer under the Sale and Servicing Agreement.





     (a) Organization and Good Standing. 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 power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is currently conducted,
and had at all relevant times, and now has, power, authority and legal right to acquire, own
and sell the Receivables and the Other Conveyed Property to be transferred to the Issuer.




     (b) Due Qualification. The Depositor is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification.



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     (c) Power and Authority. The Depositor has the power and authority to execute
and deliver this Agreement and its Related Documents and to carry out its terms and their
terms, respectively; and the execution, delivery and performance of this Agreement and the
Depositor’s Related Documents have been duly authorized by the Depositor by all necessary
action.




     (d) Valid Sale; Binding Obligations. This Agreement and the Depositor’s
Related Documents have been duly executed and delivered, and this Agreement and the
Depositor’s Related Documents constitute legal, valid and binding obligations of the
Depositor enforceable in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by equitable limitations on the availability
of specific remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.




     (e) No Violation. The consummation of the transactions contemplated by this
Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and
the Related Documents, will not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice, lapse of time or both) a default
under, the limited liability company agreement of the Depositor, or any indenture,
agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or
by which it is bound, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, other than this Agreement, the Sale and Servicing Agreement and the
Indenture, or violate any law, order, rule or regulation applicable to the Depositor of any
court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the Depositor or
any of its properties.




     (f) No Proceedings. There are no proceedings or investigations pending or, to
the Depositor’s knowledge, threatened against the Depositor, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Depositor or its properties (i) asserting the invalidity of this
Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes
or the consummation of any of the transactions contemplated by this Agreement or any of the
Related Documents, (iii) seeking any determination or ruling that might materially and
adversely affect the performance by the Depositor of its obligations under, or the validity
or enforceability of, this Agreement or any of the Related Documents or (iv) seeking to
affect adversely the federal income tax or other federal, state or local tax
characterization of, or seeking to impose any excise, franchise, transfer or similar tax
upon, the transfer and acquisition of the Receivables and the Other Conveyed Property
hereunder or under the Sale and Servicing Agreement.



          In the event of any breach of a representation and warranty made by the Depositor hereunder,
the Originator covenants and agrees that it will not take any action to pursue any remedy that it
may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the
date on which all notes, certificates, pass-through certificates or other similar




6









 







securities issued
by the Depositor, or a trust or similar vehicle formed by the Depositor, have been paid in full.
The Originator and the Depositor agree that damages will not be an adequate remedy for such breach
and that this covenant may be specifically enforced by Issuer or by the Indenture Trustee on behalf
of the Noteholders and Owner Trustee on behalf of the Certificateholders.




ARTICLE IV.




COVENANTS OF SELLER




          Section 4.1 Protection of Title of the Depositor.





     (a) At or prior to the Closing Date, the Originator will have filed or caused to be
filed UCC-1 financing statements, (i) naming the Originator as seller or debtor and naming
the Depositor as purchaser or secured party, (ii) naming the Depositor as seller or debtor
and the Issuer as purchaser or secured party and (iii) naming Issuer as debtor and Indenture
Trustee as secured party and describing the Receivables and the Other Conveyed Property
being transferred as collateral, in such locations as are required in order to perfect the
transfers and pledges thereof under the Basic Documents. From time to time thereafter, the
Originator will execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as may be required
by law fully to preserve, maintain and protect the interest of the Depositor under this
Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee
under the Indenture in the Receivables and the
Other Conveyed Property and in the proceeds thereof. The Originator will deliver (or
cause to be delivered) to the Depositor, the Indenture Trustee and the Insurer file-stamped
copies of, or filing receipts for, any document filed as provided above, as soon as
available following such filing. In the event that the Originator fails to perform its
obligations under this subsection, the Depositor, Issuer or the Indenture Trustee may do so,
at the expense of the Originator. In furtherance of the foregoing, the Originator hereby
authorizes the Depositor, the Issuer or the Indenture Trustee to file a record or records
(as defined in the applicable UCC), including financing statements, in all jurisdictions and
with all filing offices as each may determine, in its sole discretion, are necessary or
advisable to perfect the security interest granted to the Depositor pursuant to Section 6.9.
Such financing statements may describe the collateral in the same manner as described
herein or may contain an indication or description of collateral that describes such
property in any other manner as such party may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security interest in the
collateral granted to the Depositor herein.




     (b) The Originator will not change its name, identity, state of incorporation or
corporate structure in any manner that would, could or might make any financing statement or
continuation statement filed by the Originator (or by the Depositor, Issuer or the Indenture
Trustee on behalf of the Originator) in accordance with Section 4.1(a) seriously misleading
within the meaning of §9-506 of the applicable UCC, unless the Originator will have given
the Depositor, Issuer, Insurer and the Indenture Trustee at



7









 






least 60 days’ prior written
notice thereof, and will promptly file appropriate amendments to all previously filed
financing statements and continuation statements.




     (c) The Originator shall at all times maintain each office from which it services
Receivables and its principal executive office within the United States of America.




     (d) Prior to the Closing Date, the Originator has maintained accounts and records as to
each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know
at any time as of or prior to the Closing Date, the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each Receivable and
the Principal Balance as of the Cutoff Date. The Originator will maintain its computer
systems so that, from and after the time of transfer under this Agreement of the Receivables
to the Depositor and the conveyance of the Receivables by the Depositor to the Issuer, the
Originator’s master computer records (including archives) that will refer to a Receivable
indicate clearly that such Receivable has been transferred to the Depositor and has been
conveyed by the Depositor to Issuer. Indication of the Issuer’s ownership of a Receivable
will be deleted from or modified on the Originator’s computer systems when, and only when,
the Receivable will become a Purchased Receivable or will have been paid in full.




     (e) If at any time the Originator proposes to sell, grant a security interest in, or
otherwise transfer any interest in any motor vehicle receivables to any prospective
purchaser, lender or other transferee, the Originator will give to such prospective
purchaser, lender or other transferee computer tapes, records or print-outs (including
any restored from archives) that, if they refer in any manner whatsoever to any Receivable
(other than a Purchased Receivable), will indicate clearly that such Receivable has been
sold by the Originator and is owned by the Issuer.



          Section 4.2
[Reserved].




          Section 4.3
Other Liens or Interests. Except for the conveyances hereunder and under the other Basic Documents, the Originator
will not sell, pledge, assign or transfer to any other Person or grant, create, incur, assume or
suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest herein
and the Depositor will not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any Lien on the Receivables or the Other Conveyed Property or any
interest therein, and the Originator will defend the right, title, and interest of the Depositor
and the Issuer in and to the Receivables and the Other Conveyed Property against all claims of
third parties claiming through or under the Originator and the Depositor will defend the right,
title, and interest of the Issuer in and to the Receivables and the Other Conveyed Property against
all claims of third parties claiming through or under the Depositor.




          Section 4.4
Costs and Expenses. Each of the Originator and the Depositor will pay all reasonable costs and disbursements in
connection with the performance of its obligations hereunder and under its Related Documents.





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          Section 4.5
Indemnification by the Originator. (a) The Originator will defend, indemnify and hold harmless the Depositor, the Issuer, the
Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders
and the Insurer from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from: (i) any breach of any of the Originator’s
representations and warranties contained herein, (ii) the use, ownership or operation by the
Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be
taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale
and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful
misfeasance, or bad faith of the Originator in the performance of its duties under this Agreement
or by reason of reckless disregard of the Originator’s obligations and duties under this Agreement.




          (b) The Originator will defend, indemnify and hold harmless the Issuer, the Indenture Trustee,
the Backup Servicer, the Owner Trustee, the Depositor, the Noteholders, the Certificateholders and
the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from any Taxes which may at any time be asserted against such Persons
with respect to (i) the conveyance or ownership of the Receivables or the Other Conveyed Property
hereunder, (ii) the conveyance or ownership of the Receivables
under the Sale and Servicing Agreement and (iii) the issuance and original sale of the Notes
and the issuance of the Certificates, and costs and expenses in defending against the same, arising
by reason of the acts to be performed by the Originator under this Agreement or imposed against
such Persons.




          Indemnification under this Section 4.5 will include reasonable fees and expenses of counsel
and expenses of litigation and will survive payment of the Notes and the Certificates and
termination of this Agreement. The indemnity obligations hereunder will be in addition to any
obligation that the Originator may otherwise have.




          Section 4.6
Indemnification by the Depositor. (a) The Depositor will defend, indemnify and hold harmless the Originator, the Issuer, the
Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders
and the Insurer from and against any and all costs, expenses, losses, damages, claims, and
liabilities, arising out of or resulting from: (i) any breach of any of the Depositor’s
representations and warranties contained herein, (ii) the use, ownership or operation by the
Depositor or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be
taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale
and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful
misfeasance, or bad faith of the Depositor in the performance of its duties under this Agreement or
by reason of reckless disregard of the Depositor’s obligations and duties under this Agreement.




          (b) The Depositor will defend, indemnify and hold harmless the Issuer, the Indenture Trustee,
the Backup Servicer, the Owner Trustee, the Noteholders, the Certificateholders and the Insurer
from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out
of or resulting from any Taxes which may at any time be asserted against such Persons with respect
to the transactions contemplated by this Agreement, including (i) the conveyance or ownership of
the Receivables or the Other Conveyed Property hereunder, (ii) the conveyance or ownership of the
Receivables under the Sale and Servicing




9









 







Agreement and (iii) the issuance and original sale of the
Notes and the issuance of the Certificates, and costs and expenses in defending against the same,
arising by reason of the acts to be performed by the Depositor under this Agreement or imposed
against such Persons.




          Indemnification under this Section 4.6 will include reasonable fees and expenses of counsel
and expenses of litigation and will survive payment of the Notes and the Certificates and
termination of this Agreement. The indemnity obligations hereunder will be in addition to any
obligation that the Depositor may otherwise have.




ARTICLE V.




REPURCHASES




          Section 5.1
Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event, the Originator will, unless the breach which is
the subject of such Repurchase Event will have been cured in all material respects, repurchase the
Receivable relating thereto from the Issuer and, simultaneously with the
repurchase of the Receivable, the Originator will deposit the Purchase Amount in full, without
deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing
Agreement. It is understood and agreed that, except as set forth in Section 4.5(a)(i) and Section
6.1, the obligation of the Originator to repurchase any Receivable, as to which a breach occurred
and is continuing, will, if such obligation is fulfilled, constitute the sole remedy against the
Originator for such breach available to the Depositor, the Issuer, the Insurer, the Backup
Servicer, the Noteholders, the Certificateholders, the Indenture Trustee on behalf of the
Noteholders or the Owner Trustee on behalf of the Certificateholders. This Section 5.1 is intended
to grant the Issuer and the Indenture Trustee on behalf of the Noteholders and the Insurer a direct
right against the Originator to demand performance hereunder, and in connection therewith, the
Originator waives any requirement of prior demand against the Depositor with respect to such
repurchase obligation. Any such repurchase will take place in the manner specified in Section 3.2
of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the
Sale and Servicing Agreement to the contrary, the obligation of the Originator under this Section
5.1 will not terminate upon a termination of the Originator as Servicer under the Sale and
Servicing Agreement and will be performed in accordance with the terms hereof notwithstanding the
failure of the Servicer or the Depositor to perform any of their respective obligations with
respect to such Receivable under the Sale and Servicing Agreement.




          Without limitation of the foregoing and notwithstanding whether the related Receivable will
have been purchased by the Originator, the Originator will indemnify the Depositor, the Issuer, the
Indenture Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the
Certificateholders from and against all costs, expenses, losses, damages, claims and liabilities,
including reasonable fees and expenses of counsel, which may be asserted against or incurred by
any of them as a result of third party claims arising out of the events or facts giving rise to
such Repurchase Events.




          Section 5.2
Reassignment of Purchased Receivables. Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased
by the Originator under Section 5.1, the Issuer and the Indenture Trustee will take such steps as
may be reasonably




10









 





requested by the Originator in order to assign to the Originator all of the
Issuer’s right, title and interest in and to such Receivable and all security and documents and all
Other Conveyed Property conveyed to the Issuer directly relating thereto, without recourse,
representation or warranty, except as to the absence of Liens created by or arising as a result of
actions of the Issuer. Such assignment will be a sale and assignment outright, and not for
security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or
legal proceeding, it is held that the Originator may not enforce any such Receivable on the ground
that it will not be a real party in interest or a holder entitled to enforce the Receivable, the
Issuer and the Indenture Trustee will, at the expense of the Originator, take such steps as the
Originator deems reasonably necessary to enforce the Receivable, including bringing suit in the
Issuer’s name.




          Section 5.3
Waivers. No failure or delay on the part of the Depositor, or the Issuer as assignee of the
Depositor, in exercising any power, right or remedy under this Agreement will operate as a
waiver thereof, nor will any single or partial exercise of any such power, right or remedy
preclude any other or future exercise thereof or the exercise of any other power, right or remedy.




ARTICLE VI.




MISCELLANEOUS




          Section 6.1
Liability of the Originator and the Depositor. Each of the Originator and the Depositor will be liable in accordance herewith only to the
extent of the obligations in this Agreement specifically undertaken by each of the Originator, and
the Depositor, respectively and the representations and warranties of each of the Originator and
the Depositor, respectively.




          Section 6.2
Merger or Consolidation of the Originator or the Depositor. Any corporation, limited liability company or other entity (i) into which the Originator or
the Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to
which the Originator or the Depositor is a party or (iii) succeeding to the business of the
Originator or the Depositor, in the case of the Depositor, which corporation, limited liability
company or other entity has a certificate of incorporation or limited liability company agreement
containing provisions relating to limitations on business and other matters substantively identical
to those contained in the Depositor’s limited liability company agreement, provided that in any of
the foregoing cases such corporation or other entity will execute an agreement of assumption to
perform every obligation of the Originator or the Depositor, as the case may be, under this
Agreement and, whether or not such assumption agreement is executed, will be the successor to the
Originator or the Depositor, as the case may be, hereunder (without relieving the Originator or the
Depositor of their responsibilities hereunder, if it survives such merger or consolidation) without
the execution or filing of any document or any further action by any of the parties to this
Agreement. Notwithstanding the foregoing, so long as no Insurer Default




11









 







has occurred and is
continuing, the Depositor will not merge or consolidate with any other Person or permit any other
Person to become the successor to the Depositor’s business without the prior written consent of the
Insurer. The Originator or the Depositor will promptly inform the other party hereto, the Issuer,
the Indenture Trustee, the Owner Trustee and, so long as no Insurer Default has occurred and is
continuing, the Insurer, of such merger, consolidation or purchase and assumption. Notwithstanding
the foregoing, as a condition to the consummation of the transactions referred to in clauses (i),
(ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or
warranty made pursuant to Sections 3.1 (other than subsection (e) thereof in connection with a
change in control as provided in the Insurance Agreement) and 3.2 will have been breached (for
purposes hereof, such representations and warranties must be true and correct as of the date of the
consummation of such transaction) and with respect to a transaction involving the Depositor, no
event that, after notice or lapse of time, or both, would become an event of default under the
Insurance Agreement, has occurred and is continuing, (y) with respect to a transaction involving
the Depositor, the Depositor will have delivered written notice of such consolidation, merger or
purchase and assumption to the Rating Agencies prior to the consummation of such transaction and
will have delivered to the Issuer, the Insurer and the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating
that such consolidation, merger or succession and such agreement of assumption comply with
this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, and (z) the Originator or the Depositor, as
applicable, will have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel,
stating, in the opinion of such counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are necessary to preserve and
protect the interest of the Issuer and the Indenture Trustee in the Receivables and the Other
Conveyed Property and reciting the details of the filings or (B) no such action will be necessary
to preserve and protect such interest.




          Section 6.3
Limitation on Liability of the Originator, and the Depositor and Others. The Originator, the Depositor and any director, officer, employee or agent thereof may rely
in good faith on the advice of counsel or on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement. Neither the
Originator nor the Depositor will be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its obligations under this Agreement or its Related
Documents and that in its opinion may involve it in any expense or liability.




          Section 6.4
The Originator May Own Notes or the Certificates. Subject to the provisions of the Basic Documents, the Originator and any Affiliate of the
Originator may in their individual or any other capacity become the owner or pledgee of Notes or
the Certificates with the same rights as they would have if they were not the Originator or an
Affiliate thereof.




          Section 6.5 Amendment.





     (a) This Agreement may be amended by the Originator and the Depositor with the prior
written consent of the Insurer (so long as no Insurer Default has occurred and is
continuing) but without the consent of the Indenture Trustee, the Owner Trustee, the
Certificateholders or any of the Noteholders (i) to cure any ambiguity or (ii) to correct
any provisions in this Agreement; provided, however, that such action will not, as evidenced
by an Opinion of Counsel delivered to the Issuer, the Owner Trustee and the Indenture
Trustee, adversely affect in any material respect the interests of the Indenture Trustee,
any Certificateholder or any Noteholder.



12









 







     (b) This Agreement may also be amended from time to time by the Originator and the
Depositor, with the prior written consent of the Controlling Party, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of
this Agreement.




     (c) Prior to the execution of any such amendment or consent, the Originator will have
furnished written notification of the substance of such amendment or consent to each Rating
Agency.



          Section 6.6 Notices.




          All demands, notices and communications hereunder will be in writing and will be deemed to
have been duly given to the addressee if mailed, by first-class registered mail, postage prepaid
service, confirmed facsimile transmission, or a nationally recognized express courier, as follows:




          If to the Originator:



Triad Financial Corporation

7711 Center Avenue

Suite 100

Huntington Beach, California 92647

Attention: Chief Financial Officer




          With a separate copy to:



Attention: General Counsel




          If to the Depositor:



Triad Financial Special Purpose LLC

7711 Center Avenue

Suite 390

Huntington Beach, California 92647

Attention: Chief Financial Officer



or such other address as will be designated by a party in a written notice delivered to the other
party or to the Issuer, the Owner Trustee, the Indenture Trustee or the Insurer, as applicable.
Any such demand, notice or communication hereunder will be deemed to have been received on the date
delivered to or received at the premises of the addressee as evidenced by the date noted on the
return receipt.




          Section 6.7
Merger and Integration. Except as specifically stated otherwise herein, this Agreement and Related Documents set
forth the entire understanding of the parties relating to the subject matter hereof, and all prior
understandings, written or oral, are superseded by this Agreement and the Related Documents. This
Agreement may not be modified, amended, waived or supplemented except as provided herein.




13









 








          Section 6.8
Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement will be for any
reason whatsoever held invalid, then such covenants, provisions or terms will be
deemed severable from the remaining covenants, provisions or terms of this Agreement and will
in no way affect the validity or enforceability of the other provisions of this Agreement.




          Section 6.9 Intention of the Parties.





     (a) The execution and delivery of this Agreement will constitute an acknowledgment by
the Originator and the Depositor that they intend that the assignments and transfers herein
contemplated constitute sales and assignments outright, and not for security, of the
Receivables and the Other Conveyed Property, conveying good title thereto free and clear of
any Liens, from the Originator to the Depositor and that the Receivables and the Other
Conveyed Property will not be a part of the Originator’s estate in the event of the
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, or the occurrence of
another similar event, of, or with respect to, the Originator. If such conveyance is
determined to be made as security for a loan made by the Depositor, the Issuer, the
Noteholders or the Certificateholders to the Originator the parties intend that the
Originator will have granted to the Depositor a security interest in all of the Originator’s
right, title and interest, respectively, whether now owned or existing or hereafter acquired
or arising, in and to:



               (1) the Receivables and all moneys received thereon after the Cutoff Date,



               (2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to
this Agreement including (a) an assignment of the security interests in the Financed
Vehicles granted by Obligors pursuant to the Receivables, and any other interest of the
Originator or the Depositor in such Financed Vehicles, (b) any proceeds and the right to
receive any proceeds with respect to the Receivables from claims on any physical damage,
credit life or disability insurance policies covering Financed Vehicles or Obligors and any
proceeds from the liquidation of the Receivables, (c) the right to cause the related Dealer
or a Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto
Loan Purchase and Sale Agreement, respectively, as a result of the breach of representation
or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement,
respectively, (d) all rights, if any, to refunds for the costs of any Service Contracts on
the related Financed Vehicles, (e) the related Receivables Files and (f) the proceeds of any
and all of the foregoing, and



               (3) all proceeds and investments with respect to items (1) and (2) above.




     (b) This Agreement will constitute a security agreement under applicable law.



14









 





          Section 6.10
Governing Law. This Agreement will be construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws thereof and the obligations, rights and
remedies of the parties under this Agreement will be determined in accordance with such laws.




          Section 6.11
Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts will be deemed to be an original, and all of which counterparts will constitute but
one and the same instrument.




          Section 6.12 Conveyance of the Receivables and the Other Conveyed Property to the
Issuer. The Originator acknowledges that the Depositor intends, pursuant to the Sale and Servicing
Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights
under this Agreement, to the Issuer on the date hereof. The Originator acknowledges and consents
to such conveyance and pledge and waives any further notice thereof and covenants and agrees that
the representations and warranties of the Originator contained in this Agreement and the rights of
the Depositor hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the
Indenture Trustee, the Noteholders and the Certificateholders. In furtherance of the foregoing,
the Originator covenants and agrees to perform its duties and obligations hereunder, in accordance
with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Indenture
Trustee, the Noteholders and the Certificateholders and that, notwithstanding anything to the
contrary in this Agreement, the Originator will be directly liable to the Issuer, the Owner
Trustee, the Indenture Trustee, the Noteholders and the Certificateholders (notwithstanding any
failure by the Servicer or the Backup Servicer to perform its respective duties and obligations
hereunder or under the Related Documents) and that the Controlling Party may enforce the duties and
obligations of the Originator under this Agreement against the Originator for the benefit of the
Insurer, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders.




          Section 6.13
Nonpetition Covenant. The Originator will not, prior to the date that is one year and one day after the
termination of this Agreement, petition or otherwise invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Depositor or the Issuer
under any federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor
or the Issuer or any substantial part of their respective property, or ordering the winding up or
liquidation of the affairs of the Depositor or the Issuer.




          Section 6.14
Payment Obligations of the Depositor Limited. Notwithstanding anything to the contrary herein, the payment obligations of the Depositor
are limited to the extent it has funds available to make such payment.




15









 





     IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be duly executed by
their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	TRIAD FINANCIAL CORPORATION,

     as Originator

 	 
	 	By:  	/s/ Mike L. Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	TRIAD FINANCIAL SPECIAL PURPOSE LLC, 
     as Depositor

 	 
	 	By:  	/s/ Mike L. Wilhelms
 	 
	 	 	Name:  	Mike L. Wilhelms 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Accepted:




CITIBANK, N.A.,

not in its individual capacity

but solely as Indenture Trustee




	 	 	 	 	 
	By:

	 	/s/ John Hannon	 	 
	 

	 	 

Name: John Hannon
	 	 
	 

	 	Title: Vice President	 	 





[Signature page
to Purchase Agreement]


 









 








SCHEDULE A




SCHEDULE OF RECEIVABLES




[Delivered to the Indenture Trustee at the Closing]





 









 








SCHEDULE B




REPRESENTATIONS AND WARRANTIES




OF THE ORIGINATOR 




     1. Characteristics
of Receivables. Each Receivable (A) was originated (i) by the Originator, (ii) by a Dealer and purchased by
the Originator from such Dealer under an existing Dealer Agreement or pursuant to a Dealer
Assignment with the Originator and was validly assigned by such Dealer to the Originator pursuant
to a Dealer Assignment, or (iii) by a Third-Party Lender and purchased by the Originator from such
Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a
Third-Party Lender Assignment with the Originator and was validly assigned by such Third-Party
Lender to the Originator pursuant to a Third-Party Lender Assignment, (B) was originated by the
Originator, such Dealer or such Third-Party Lender for the retail sale or refinancing of a Financed
Vehicle in the ordinary course of the Originator’s, the Dealer’s or the Third-Party Lender’s
business, in each case, in accordance with the Originator’s credit policies and was fully and
properly executed by the parties thereto, and the Originator, each Dealer and each Third-Party
Lender had all necessary licenses and permits to originate Receivables in the state where the
Originator, each such Dealer or each such Third-Party Lender was located, (C) contains customary
and enforceable provisions such that the rights and remedies of the holder thereof are adequate for
realization against the collateral security, (D) is a Receivable which provides for level monthly
payments (provided that the period in the first Collection Period and the payment in the final
Collection Period of the Receivable may be minimally different from the normal period and level
payment) that, if made when due, will fully amortize the Amount Financed over the original term and
(E) has not been amended or collections with respect to which have not been waived, other than as
evidenced in the Receivable File relating thereto.



     2. Fraud
or Misrepresentation. Each Receivable was originated (i) by the Originator, (ii) by a Dealer and was sold by the
Dealer to the Originator, or (iii) by a Third-Party Lender and was sold by the Third-Party Lender
to the Originator, and was transferred by the Originator to the Depositor and by the Depositor to
the Issuer without any fraud or misrepresentation on the part of the Originator, the Depositor,
such Dealer or Third-Party Lender in any case.



     3. Compliance
with Law. All requirements of applicable federal, state and local laws, and regulations thereunder
(including, without limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit
Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Moss-Magnuson Warranty Act, the
Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the Federal Reserve’s
Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning negative equity
loans), the Servicemembers Civil Relief Act, each applicable state Motor Vehicle Retail Installment
Sales Act, and state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and
disclosure laws) in respect of the Receivables and the Financed Vehicles, have been complied with
in all material respects, and each Receivable and the sale of the Financed Vehicle evidenced by
each Receivable complied at the time it was originated or made and now complies in all material
respects with all applicable legal requirements.



 









 





     4. Origination.
Each Receivable was originated in the United States and the related Obligor is a resident
of the United States.



     5. Binding
Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the
Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
the enforcement of creditors’ rights generally and by equitable limitations on the availability of
specific remedies, regardless of whether such enforceability is considered in a proceeding in
equity or at law and (B) as such Receivable may be modified by the application after the applicable
Cutoff Date of the Servicemembers Civil Relief Act, as amended; and all parties to each Receivable
had full legal capacity to execute and deliver such Receivable and all other documents related
thereto and to grant the security interest purported to be granted thereby.



     6. No
Government Obligor. No Obligor is the United States of America or any State or any agency, department,
subdivision or instrumentality thereof.



     7. Obligor
Bankruptcy. At the Cutoff Date no Obligor had been identified on the records of the Originator as being
the subject of a current bankruptcy proceeding.



     8. Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the
Electronic Ledger and was true and correct in all material respects as of the close of business on
the Cutoff Date.



     9. Marking
Records. By the Closing Date, the Originator will have caused the portions of the Electronic Ledger
relating to the Receivables to be clearly and unambiguously marked to show that the Receivables
have been sold to the Depositor by the Originator and sold by the Depositor to the Issuer in
accordance with the terms of the Sale and Servicing Agreement.



     10. Computer Tape. The Computer Tape made available by the Originator to the Issuer on the Closing Date, was
complete and accurate as of the Cutoff Date and includes a description of the same Receivables that
are described in the Schedule of Receivables.



     11. Adverse
Selection. No selection procedures believed to be adverse to the Noteholders or the Insurer were
utilized in selecting the Receivables from those receivables owned by the Originator which met the
selection criteria contained in the Sale and Servicing Agreement.



     12. Tangible Chattel Paper. The Receivables constitute “tangible chattel paper” within the meaning of the UCC as in
effect in the States of California, New York and Delaware.



     13. One
Original. There is only one original executed copy of each Receivable.



     14. Receivable
Files Complete. There exists a Receivable File pertaining to each Receivable and such Receivable File
contains (a) a fully executed original of the Receivable, (b) in the case of retail installment
sale contracts, the original executed credit application, or a paper or electronic copy thereof and
(c) the original Lien Certificate or application therefor. Each such document which is required
to be signed by the Obligor has been signed by the Obligor in



SCH B-2









 




the appropriate spaces. All blanks
on any form have been properly filled in and each form has otherwise been correctly prepared. The
complete Receivable File for each Receivable currently is in the possession of the Custodian or in
the possession of a third-party vendor.




     15. Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, and the Financed Vehicle
securing each such Receivable has not been released from the lien of the related Receivable in
whole or in part. No terms of any Receivable have been waived, altered or modified in any respect
since its origination, except by instruments or documents identified in the Receivable File. No
Receivable has been modified as a result of application of the Servicemembers Civil Relief Act, as
amended. All funds payable to or on behalf of the Obligors with respect to the Receivables have
been fully disbursed.



     16. Lawful
Assignment; No Consent Required. No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of
which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable
and the Other Conveyed Property under this Agreement. For the validity of the sale, transfer and
assignment of the Receivables and Other Conveyed Property to the Originator, the Depositor, and the
Issuer, no consent by any Dealer, Third-Party Lender or Obligor is required under any agreement or
applicable law.



     17. Good
Title. No Receivable has been sold, transferred, assigned or pledged by the Dealer or Third-Party
Lender, the Originator or the Depositor, as the case may be, to any Person other than the
Originator, the Depositor and the Issuer, as the case may be. Immediately prior to the conveyance
of the Receivables to the Depositor pursuant to this Agreement, as applicable, the Originator was
the sole owner thereof and had good title thereto, free of any Lien and, upon execution and
delivery of this Agreement by the Originator, the Depositor will have good title to and will be the
sole owner of such Receivables, free of any Lien, and upon execution and delivery of the Sale and
Servicing Agreement by the Depositor, the Issuer will have good title to and will be the sole owner
of the Receivables, free and clear from any Lien (other than the Lien of the Indenture). No Dealer
or Third-Party Lender has an unpaid participation in, or other right to receive, proceeds of any
Receivable. Neither the Originator nor the Depositor has taken any action to convey any right to
any Person that would result in such Person having a right to payments received under the related
Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer
Assignments or Third-Party Lender Assignments or to payments due under such Receivables.



     18. Security
Interest in Financed Vehicle. Each Receivable created or will create a valid, binding and enforceable first priority
security interest in favor of the Originator in the Financed Vehicle. The Lien Certificate and
original certificate of title for each Financed Vehicle show, or if a new or replacement Lien
Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be
received within 180 days of the Closing Date, as applicable, and will show the Originator as the
original secured party under each Receivable, or that such Receivable has been assigned to the
Originator, as the holder of a first priority security interest in such Financed Vehicle. With
respect to each Receivable for which the Lien Certificate has not yet been returned from the
Registrar of Titles, the Originator has applied for or received written evidence from the related
Dealer or Third-Party Lender that such Lien Certificate showing the Originator as first lienholder
has been applied for and the Originator’s security interest has been validly assigned by the
Originator to the Depositor pursuant to this



SCH B-3









 




Agreement and by the Depositor to the Issuer pursuant
to the Sale and Servicing Agreement. Immediately after the sale, transfer and assignment thereof
by the Originator to the Depositor and by the Depositor to the Issuer, each Receivable will be
secured by an enforceable and perfected first priority security interest in the Financed Vehicle in
favor of the Indenture Trustee as secured party, which security interest is prior to all other
Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise
or be created (except, as to priority, for any lien for taxes, labor or materials affecting a
Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or
materials affecting a Financed Vehicle, which Liens are or may be prior or equal to the Liens of
the related Receivable.




     19. All Filings Made. All filings (including, without limitation, UCC filings) required to be made by any Person,
and actions required to be taken or performed by any Person in any jurisdiction to give
the Issuer a first priority perfected lien on, or ownership interest in, the Receivables and
the proceeds thereof and the Other Conveyed Property have been made, taken or performed.



     20. No
Impairment. Neither the Originator nor the Depositor has done anything to convey any right to any
Person that would result in such Person having a right to payments due under the Receivable or
otherwise to impair the rights of the Issuer, the Insurer, the Indenture Trustee and the
Noteholders in any Receivable or the proceeds thereof.



     21. Receivable
Not Assumable. No Receivable is assumable by another Person in a manner which would release the Obligor
thereof from such Obligor’s obligations to the Originator with respect to such Receivable.



     22. No
Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense and no
such right has been asserted or threatened with respect to any Receivable.



     23. No
Default. There has been no default, breach, violation or event permitting acceleration under the
terms of any Receivable (other than payment delinquencies of not more than 30 days and other
defaults that will not have a material adverse effect on the ability of the Obligor to make, nor
the enforceability of Obligor’s obligation to make, Scheduled Receivables Payments and will not
have a material adverse effect on the validity or priority of the Originator’s lien on the Financed
Vehicle), and no condition exists or event has occurred and is continuing that with notice, the
lapse of time or both, would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable, and there has been no waiver of any of the
foregoing. As of the Cutoff Date no Financed Vehicle had been repossessed by or at the direction
of the Originator.



     24. Insurance.
At the time of an origination of a Receivable by the Originator or a purchase of a
Receivable by the Originator from a Dealer or Third-Party Lender, each Financed Vehicle was
required to be covered by a comprehensive and collision insurance policy (i) subject to maximum
deductibles of $1,000 for collision coverage and $1,000 for comprehensive coverage, (ii) naming the
Originator as loss payee and (iii) insuring against loss and damage due to fire, theft,
transportation, collision and other risks generally covered by comprehensive and collision
coverage. Each Receivable requires the Obligor to maintain physical loss and damage



SCH B-4









 





insurance,
naming the Originator and its successors and assigns as additional insured parties, and each
Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense
of the Obligor if the Obligor fails to do so. No Financed Vehicle is insured under a policy of
force-placed insurance on the Cutoff Date.




     25. Past
Due. At the Cutoff Date no Scheduled Receivable Payment was more than 30 days past due.



     26. Remaining
Principal Balance. At the Cutoff Date the Principal Balance of each Receivable set forth in the Schedule of
Receivables is true and accurate in all material respects.



     27. Certain
Characteristics of Receivables. (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not more than 73
months and not less than 0 months; (B) each Receivable had an original maturity of not more than 73
months; (C) not more than 75% of Receivables (calculated by Aggregate Principal Balance) will have
an original term to maturity of 73 months; (D) each Receivable had a remaining Principal Balance as
of the Cutoff Date of at least $1,000 and not more than $54,000; and (E) each Receivable has an
Annual Percentage Rate of at least 5.90% and not more than 26.00%.




SCH B-5