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          2. Payment of Interest and Principal of Note.          (a) Payments due hereunder are to be made by wire transfer to such bank account of the Holderas the Holder may from time to time designate, in lawful money of the United States of America.          (b) The principal amount of this Note shall be due and payable on the Maturity Date. Accruedand unpaid interest shall be paid in cash, or in the event the Company has insufficient cash flowto pay such interest, the unpaid interest shall be added to the principal amount of the outstandingLoans, in each case, on the last day of each March, June, September and December to occur while theNote is outstanding.          (c) The Company may prepay this Note, in whole or in part, at any time, without premium orpenalty. Each such prepayment shall be accompanied by payment of all interest accrued to the dateof payment on the amount so prepaid. Any payment made under this Note shall be applied first tointerest accrued and unpaid on the outstanding principal balance as of such date.          (d) If at any time the issuance of any Sufficiently Favorable Facility (as defined below)would not violate or result in a default or event of default under any material indebtedness of theCompany or any subsidiary of the Company (including as a result of a waiver or consent), the Holdermay make a demand for immediate repayment in full of all amounts owing under this Note. If theHolder makes such demand, the Company, or one of its subsidiaries, may request that the Holderenter into a credit facility to replace this Note which is on better terms, for the Holder, thanthis Note (any such proposed facility, a “Sufficiently Favorable Facility”), which theHolder shall be required to enter into as a lender; provided that no such proposed creditfacility shall be deemed to be on better terms for the Holders than this Note if (i) the revolvingterm of such proposed facility is longer than that of this Note; (ii) the interest rate of suchproposed facility under any circumstances is lower than that of this Note under the samecircumstances; (iii) the lending commitments under such proposed facility are greater than thatthose under this Note; or (iv) the Holder is not repaid in full.          3. Representations and Warranties. The Company represents and warrants to Holderthat:          (a) the Company is duly organized and in good standing under the laws of the state of itsformation or organization and has the power to own its property and to carry on its business ineach jurisdiction in which it operates;          (b) the Company has the power and authority to execute and deliver this Note, which has beenduly authorized by all necessary corporate action;          (c) the execution, delivery and performance by the Company of this Note and the consummationof the transactions contemplated hereby and the fulfillment of the terms hereof do not conflictwith, result in a material breach of any of the terms and provisions of, or constitute (with orwithout notice or lapse of time) a default under, the constituent documents of the Company or anyindenture, agreement, mortgage, deed of trust, or other instrument to which the Company is a partyor by which it is bound or to which any of its properties are subject; nor result in the creationor imposition of any Lien (as defined below) upon any of its properties pursuant to the terms ofany indenture, agreement, mortgage, deed of trust, or other instrument; nor violate any law, order,rule or regulation applicable to the Company of any court or of any federal or state regulatorybody, administrative agency or other governmental instrumentality having jurisdiction over theCompany or its properties;          (d) the Note is a legal, valid and binding obligation of the Company, enforceable inaccordance with its terms;
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          (e) the Company is not required to obtain the consent of any other party or any consent,license, approval or authorization, or registration or declaration with, any governmentalauthority, bureau or agency in connection with the execution, delivery, performance, validity orenforceability of this Note, except those which may have been obtained and are in full force andeffect;          (f) there are no proceedings or investigations pending or, to the Company’s best knowledge,threatened against the Company before any court, regulatory body, administrative agency, othergovernment instrumentality, arbitral tribunal or other tribunal having jurisdiction over theCompany or its properties (i) asserting the invalidity of this Note, (ii) seeking to prevent theconsummation of any of the transactions contemplated by this Note, or (iii) seeking anydetermination or ruling that would be reasonably likely to have a Material Adverse Effect;          (g) the Company is not in default in the performance, observance or fulfillment of anyobligation, covenant or condition in any agreement or instrument to which it is a party or by whichit is bound the result of which would be reasonably likely to have a Material Adverse Effect;          (h) no proceeds of any Loan will be used, directly or indirectly, by the Company for thepurpose of purchasing or carrying any Margin Stock (as defined in Regulation U of the Board ofGovernors of the Federal Reserve System) or for the purpose of reducing or retiring anyindebtedness which was originally incurred to purchase or carry Margin Stock or for any otherpurpose which might cause any Loan to be a “purpose credit” within the meaning of Regulation U; and          (i) the Company is not an “investment company” or a company “controlled” by an investmentcompany within the meaning of the Investment Company Act of 1940, as amended.          4. Restriction on Subordinated Indebtedness. The Company covenants and agrees thatuntil it has paid to the Holder in full all amounts owing in respect of this Note, the Companyshall not create, incur, issue, assume or guarantee or otherwise become directly or indirectlyliable, contingently or otherwise, with respect to any subordinated indebtedness unless suchindebtedness is contractually subordinated in right of payment to the Note on terms reasonablysatisfactory to the Holder.          5. Events of Default. If any one or more of the following events, herein called“Events of Default”, shall occur, for any reason whatsoever, and whether such occurrenceshall be voluntary or involuntary or come about or be effected by operation of law or pursuant toor in compliance with any judgment, decree or order of a court of competent jurisdiction or anyorder, rule or regulation of any administrative or other governmental authority, and such Event ofDefault shall be continuing:          (a) default shall be made in the payment of the principal of this Note when and as the sameshall become due and payable, whether at maturity or by acceleration or otherwise; or          (b) default shall be made in the payment of any installment of interest on this Note accordingto its terms when and as the same shall become due and payable; or          (c) default shall be made in the due observance or performance of any other covenant,condition or agreement on the part of the Company to be observed or performed pursuant to the termsof this Note, and such default shall continue for thirty (30) days after written notice thereof,specifying such default and requesting that the same be remedied, shall have been given to theCompany by the Holder; or          (d) the entry of a decree or order for relief by a court having jurisdiction in the premisesin respect of the Company in an involuntary case under the Bankruptcy Reform Act of 1978 of
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theUnited States of America, as amended, 11 U.S.C. Sections 101, et seq. (the “BankruptcyCode”) or any other applicable federal or state bankruptcy, insolvency or other similar laws,or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similarofficial) of the Company or for any substantial part of its property, or ordering the winding-up orliquidation of any of its affairs and the continuance of any such decree or order unstayed and ineffect for a period of sixty (60) consecutive days;          (e) the commencement by the Company of a voluntary case under the Bankruptcy Code or any otherapplicable federal or state bankruptcy, insolvency or other similar laws, or the consent by it tothe appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,sequestrator (or other similar official) of the Company or for any substantial part of itsproperty, or the making by it of any assignment for the benefit of creditors, or the admission bythe Company in writing of its inability to pay its debts generally as such debts become due, or thetaking of corporate action by the Company in furtherance of any such action; or          (f) the Company or any of its subsidiaries shall (i) default in making any payment of anyprincipal of any indebtedness for borrowed money (including, without limitation, any guarantee ofany such indebtedness) on the scheduled original due date (giving effect to any amendment,modification or waiver, contemplated as of the date hereof, to the warehouse or residual creditfacilities arranged by Citigroup Group Global Markets Realty Corp. or any of its affiliates) withrespect thereto, (ii) default in making any payment of any interest on any such indebtedness beyondthe period of grace, if any, provided in the instrument or agreement (as in effect on the datehereof and without giving effect to any amendment, modification or waiver thereto that adverselyeffects the Holder unless the Holder provides prior written consent to such amendment, modificationor waiver, other than any amendment, modification or waiver, contemplated as of the date hereof, tothe warehouse or residual credit facilities arranged by Citigroup Group Global Markets Realty Corp.or any of its affiliates), under which such indebtedness was created, or (iii) default in the dueobservance or performance of any other covenant, condition or agreement relating to any suchindebtedness or contained in any instrument or agreement (as in effect on the date hereof withoutgiving effect to any amendment, modification or waiver thereto that adversely effects the Holderunless the Holder provides prior written consent to such amendment, modification or waiver, otherthan any amendment, modification or waiver, contemplated as of the date hereof, to the warehouse orresidual credit facilities arranged by Citigroup Group Global Markets Realty Corp. or any of itsaffiliates), evidencing, securing or relating thereto, or (iv) any other event shall occur orcondition exist, the effect of which default or other event or condition is to cause, or to permitthe holder or beneficiary of such indebtedness (or a trustee or agent on behalf of such holder orbeneficiary) to cause, without the giving of notice if required, such indebtedness to become dueprior to its stated maturity or to become subject to a mandatory offer to purchase by the obligorthereunder or (in the case of any indebtedness constituting a guarantee obligation) to becomepayable;          (g) the Holder, in its reasonable, good faith judgment, has cause to believe that any materialadverse effect on, or the disclosure or discovery of any information not previously disclosed tothe Holder which the Holder deems material and adverse relating to, the business, operations,properties, condition (financial or otherwise) or prospects of the Company, individually, or withits affiliates, taken as a whole, shall have occurred (any such effect, disclosure or discovery, a“Material Adverse Effect”);          (h) the occurrence of any of the following, unless the Holder shall have expressly consentedto such event in writing: (i) unless the Company has completed an initial public offering of itscapital stock, Hunter’s Glen/Ford, Ltd. and its affiliates and GTCR Golder Rauner, LLC and itsaffiliates no longer collectively own (A) at least 50% of the capital stock of the Company and (B)at least 50% of the aggregate voting power of all classes of Voting Stock of the Company (definedas the capital stock or other indicia of equity rights of the Company which at the relevant timehas the power to vote for theelection of one or more members of the Board of Directors (or other governing body) of theCompany), (ii) any other person and its affiliates collectively own a greater percentage of eitherthe capital stock of the Company or the aggregate voting power of all classes of Voting Stock ofthe Company than the
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largest holder of such capital stock or Voting Stock among (A) Hunter’sGlen/Ford, Ltd. and its affiliates and (B) GTCR Golder Rauner, LLC and its affiliates, or (iii) theCompany merges or consolidates with, or sells all or substantially all of its assets to, any otherperson; provided that neither the sale nor issuance of the Preferred Units (as defined inSection 7) shall constitute an Event of Default; provided further that the conversion ofthe Company into a limited liability company or a partnership shall not constitute an Event ofDefault under clause (iii) of this section unless it is effected through a merger, consolidation orother combination with another person          (i) a final, nonappealable judgment by any competent court in the United States of America forthe payment of money in an amount in excess of $500,000 shall be rendered against the Company, andthe same remains undischarged and unstayed for a period of thirty (30) days after the entrythereof; or          (j) the Company shall pay an amount in excess of $500,000 in connection with the settlement ofany action filed in any competent court in the United States of America, in which action theCompany is a named defendant, if such action contains undismissed allegations of (A) fraud orwrongful conduct in connection with the Company’s lending, servicing or origination practices, asapplicable, or (B) other wrongdoing that could have a Material Adverse Effect;then, in addition to all other rights and remedies available to the Holder at law or in equity orotherwise, (i) if an Event of Default set forth in clauses (d) or (e) of this Section 5 shall occurand be continuing, or shall exist, this Note automatically shall become immediately due andpayable, together with interest accrued thereon, without presentment, demand, protest or notice ofany kind, all of which are expressly waived to the fullest extent permitted by law and (ii) if anEvent of Default other than an Event of Default set forth in clauses (d) or (e) of this Section 5shall occur and be continuing, or shall exist, the Holder may, at their option, by notice to theCompany, declare this Note to be, and this Note shall thereupon be and become, immediately due andpayable, together with interest accrued thereon, without presentment, demand, protest or othernotice of any kind, all of which are expressly waived to the fullest extent permitted by law.          6. Remedies on Default, etc. If an Event of Default has occurred and is continuing,the Holder may proceed to protect and enforce its rights by a suit in equity, action at law orother appropriate proceeding, whether for the specific performance of any agreement contained inthis Note, or for an injunction against a violation of any of the terms hereof or in aid of theexercise of any right, power or remedy granted hereby or by law, equity, statute or otherwise. Nocourse of dealing and no delay on the part of the Holder in exercising any right, power or remedywill operate as a waiver thereof or otherwise prejudice the Holder’s rights, powers or remedies.No right, power or remedy conferred hereby is exclusive of any other right, power or remedyreferred to herein or now or hereafter available at law, in equity, by statute or otherwise. Tothe fullest extent permitted by applicable law, the Company hereby agrees to waive, and does herebyabsolutely and irrevocably waive diligence, demand for payment, presentment, notice of dishonor andprotest of this Note and notice of any kind, and the right to interpose any defense, set-off orcounterclaim of any nature or description in any action or proceeding arising on, out of, under orby reason of this Note.          7. Issuance of New Preferred Units.          (a) As additional consideration for making the Loans, the Holder shall receive preferred unitsof Triad Holdings, LLC (the “Parent”) with a first priority liquidation preference(provided that the Preferred Units (defined below) will be pari passu with the preferred unitsissued to GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P. (the “GTCRPreferred Units”) pursuantto the senior unsecured demand promissory note, dated as of May 31, 2008, between the Companyand Hunter’s Glen/Ford Ltd.) equal to the sum of (i) $65.0 million less (ii) the aggregateamount of any interest paid to the Holder pursuant to this Note as of the date the liquidationpreference is calculated (the
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“HGF Preferred Units” and, together with the GTCR PreferredUnits, the “Preferred Units”). The voting rights and board representation of theunitholders in the Parent will be adjusted so that such voting rights and board representation areproportionate to the total equity investment in the Parent by the unitholders after giving effectto the issuance of the Preferred Units. For the avoidance of doubt, the parties hereby agree thatthe amount of the total equity investment attributed to the HGF Preferred Units will be an amountequal to the liquidation preference of the HGF Preferred Units calculated in accordance with thefirst sentence of this paragraph.          (b) The Holder may at the Company’s expense engage an independent valuation expert todetermine amounts to be allocated for U.S. federal income tax purposes to the Note and to the HGFPreferred Units. The Company agrees on behalf of itself and its affiliates to utilize anyreasonable allocation provided by the Holder for all such purposes, including calculations withrespect to “original issue discount”. The Parent will issue the Preferred Units to the Holder inexchange for the amount allocated to Preferred Units and immediately contribute such amount to theCompany.          8. Lien Defined. For purposes of this Note, “Lien” means any mortgage, pledge,hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge orother security interest or any preference, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever (including, without limitation, any conditional saleor other title retention agreement and any financing lease having substantially the same economiceffect as any of the foregoing).          9. Miscellaneous.          (a) Neither this Note nor any term hereof may be amended or waived orally or in writing,except that any term of this Note may be amended and the observance of any term of this Note may bewaived (either generally or in a particular instance and either retroactively or prospectively)with (but only with) the written consent of the Company and the Holder. This Note shall inure tothe benefit of the Holder of this Note and the Company and their respective successors and assignsand be binding upon the Holder of this Note and the Company and their respective successors andassigns.          (b) Any notice or communication must be given in writing or delivered in person, or byovernight courier, or by facsimile addressed as follows:          (i) if to the Company:Triad Financial Corporation