REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT , dated as of September 25, 2009, is entered into by and among PAGE FOUR FUNDING LLC , a Delaware limited liability company (the " Borrower "), CONSUMER PORTFOLIO SERVICES, INC., a California corporation, (" CPS "), and FORTRESS CREDIT CORP. (" Fortress "), as Administrative Agent (in such capacity, the " Administrative Agent "), Collateral Agent (in such capacity, the " Collateral Agent ") and as Lender.

WHEREAS, the Lender has agreed to extend a credit facility (the " Facility ") to the Borrower, consisting of up to $50,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used by the Borrower to acquire Receivables and to pay fees and expenses related to the foregoing; and

WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on all of its assets;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.1.   Definitions .  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

" Act " as defined in Section 4.22.

" Adjusted LIBOR Rate " means, for any Interest Period for any LIBOR Rate Loan made or continued during such Interest Period, the per annum rate equal to the greater of (i) 2.00% per annum and (ii)(x) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being Reuters Screen LIBOR01 Page) for deposits (for delivery on the first day of such period) for a one-month period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on the related Interest Rate Reset Date, or (y) in the event the rate referenced in the preceding clause (x) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) for a one-month period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on the related Interest Rate Reset Date, or (z) in the event the rates referenced in the preceding clauses (x) and (y) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Revolving Loan for which the Adjusted LIBOR Rate is then being

" Adjusted Tangible Net Worth " means, with respect to any fiscal quarter, the total shareholders’ equity of the Servicer and its consolidated Subsidiaries that, in accordance with GAAP, is reflected on the consolidated balance sheet of the Servicer and its consolidated Subsidiaries as of the end of such fiscal quarter, minus the amount equal to the net deferred tax assets of the Servicer and its consolidated Subsidiaries reflected on such consolidated balance sheet, plus the amount equal to the net deferred tax assets of the Servicer and its consolidated Subsidiaries reflected on the consolidated balance sheet of the Servicer and its consolidated Subsidiaries as of December 31, 2008 (which amount is $52,727,000), minus the aggregate amount of the Servicer’s and its consolidated Subsidiaries’ intangible assets, including without limitation, goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

" Administrative Agent " as defined in the preamble hereto.

" Adverse Proceeding " means, with respect to any Person, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of such Person) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of such Person, threatened against or affecting such Person or its properties.

" Affected Loans " as defined in Section 2.14(b).

" Affiliate " means, as applied to any Person, any other Person directly or indirectly controlling (including any member of senior management of such Person), controlled by, or under common control with, that Person. For the purposes of this definition, " control " (including, with correlative meanings, the terms " controlling, " " controlled by " and " under common control with "), as applied to any Person, means the possession, directly or indirectly, of the power (a) to vote 20% or more of the Securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

" Agent " means each of the Administrative Agent and the Collateral Agent.

" Agreement " means this Revolving Credit Agreement, dated as of September 25, 2009, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

" Allowed Financing " as defined in Section 9.22.

" Annualized Third Party Fee Rate " means, with respect to any Collection Period, a per annum percentage equal to a fraction (a) the numerator of which is equal to sum of (i) the aggregate amount paid to the Custodian with respect to the Custodian Fees for such Collection Period, (ii) the aggregate amount paid to the Backup Servicer with respect to the Backup Servicing Fee for such Collection Period and (iii) the aggregate amount paid to the Controlled Account Bank with respect to the Controlled

" Applicable Margin " as defined in the Fee Letter.

" APR " means, with respect to a Receivable, the annual percentage rate of finance charges stated in such Receivable; provided that if the annual percentage rate with respect to such Receivable, is reduced as a result of (i) an insolvency proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act, the APR shall refer to such reduced rate.

" Assignment Agreement " means an Assignment and Assumption Agreement substantially in the form of Exhibit D , with such amendments or modifications as may be approved by the Administrative Agent.

" Authorized Officer " means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person's chief financial officer or treasurer.

" Average Delinquency Rate " means, with respect to any Vintage Pool  and any Reporting Date, the arithmetic average of the Delinquency Rate for each of the three (3) Collection Periods immediately preceding the month in which such Reporting Date occurs.

" Average Elapsed Period " means, with respect to any Vintage Pool and any Reporting Date, the number of months elapsed between (x) the first day of the second month of the applicable calendar quarter of origination with respect to such Vintage Pool and (y) the first day of the month in which such Reporting Date occurs.

" Average Maximum Advance Rate " means, with respect to any date of determination, the weighted average of the Maximum Advance Rates for the Eligible Receivables as of the last calculation of the Borrowing Base.

" Average Repossession Rate " means, with respect to any Reporting Date, the arithmetic average of the Repossession Rate for each of the three (3) Collection Periods immediately preceding the month in which such Reporting Date occurs.

" Backup Servicer " means Wells Fargo Bank, National Association, or any independent third party selected by the Administrative Agent, in its reasonable discretion, to perform monitoring functions with respect to the Receivables.

" Backup Servicing Agreement " means that certain Backup Servicing Agreement, dated as of September 25, 2009, by and among the Backup Servicer, the Servicer and Fortress, as Controlling Party, as may be further amended, modified or supplemented from time to time.

" Backup Servicing Fees " as defined in the Backup Servicing Agreement.

" Bankruptcy Code " means Title 11 of the United States Code entitled " Bankruptcy, " as now and hereafter in effect, or any successor statute.

" Base Rate " means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day, and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

" Base Rate Loan " means a Revolving Loan bearing interest at a rate determined by reference to the Base Rate.

" Borrower " as defined in the preamble hereto.

" Borrowing Base " means, subject to Section 2.18(a), as of any date of determination, the sum of:

(a)   the Maximum Advance for such date; plus

(b)   the aggregate amount then on deposit in the Collection Account; minus

(c)   all interest, fees, expenses (exclusive of legal fees and expenses) and indemnification amounts with respect to the Facility payable on the immediately succeeding Settlement Date.

" Borrowing Base Certificate " means a certificate, substantially in the form of Exhibit C , executed by an Authorized Officer of the Borrower and delivered to the Collateral Agent and the Administrative Agent, which sets forth the calculation of the Borrowing Base, including a calculation of each component thereof.

" Borrowing Base Deficiency " means the amount (if any) by which the Total Utilization of Revolving Commitments exceeds the lesser of (a) the Revolving Commitments then in effect and (b) the Borrowing Base.  For the avoidance of doubt, a "Borrowing Base Deficiency" shall be deemed to exist at any time following the occurrence and continuance of an Event of Default, to the extent that any deficiency balance exists with respect to the Obligations remaining due and payable by the Borrower.

" Borrowing Base Guaranty " means that certain Guaranty dated as of September 25, 2009 by CPS in favor of the Administrative Agent, on behalf of the Lender, as may be further amended, modified or supplemented from time to time in accordance with the terms thereof.

" Business Day " means (a) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York, the State of Minnesota or the State of California or is a day on which banking institutions located in either such state are authorized or required by law or other governmental action to close, and (b) with respect to all notices, determinations, fundings and payments in connection with the Adjusted LIBOR Rate or any LIBOR Rate Loans, the term " Business Day " shall mean any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

" Capital Lease " means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (a) as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person or (b) as lessee which is a transaction of a type commonly known as a " synthetic lease " (i.e., a transaction that is treated as an operating lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and interest on a loan for Federal income tax purposes).

" Capital Stock " means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

" Cash " means money, currency or a credit balance in any demand or deposit account.

" Cash Equivalents " means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody's; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody's; (d) certificates of deposit or bankers' acceptances maturing within one (1) year after such date and issued or accepted by the Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least " adequately capitalized " (as defined in the regulations of its primary Federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody's.

" Change of Control " means, at any time, (i) with respect to the Borrower, CPS shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of the Borrower and (ii) with respect to CPS, the acquisition by any Person, or two (2) or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of outstanding shares of voting stock of CPS, as applicable, at any time if after giving effect to such acquisition such Person or Persons owns fifty percent (50%) or more of such outstanding voting stock.

" Charge-Off Receivable " means any Receivable (or any other automobile receivable acquired or originated by the Originator) with respect to which the earlier of any of the following

" Closing Date " means the date on which the initial Revolving Loans are made.

" Closing Date Certificate " means a Closing Date Certificate substantially in the form of Exhibit E-1 .

" Closing Date Material Adverse Change " means a material adverse change in (i) the business operations, assets, condition (financial or otherwise), liabilities or prospects of any Credit Party or the Originator, since August 31, 2009; (ii) the ability of the Borrower to fully and timely perform its material Obligations under any of the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against the Borrower of any such Credit Documents; or (iii) the ability of CPS to fully and timely perform its material obligations under the Credit Documents to which it is a party, or the legality, validity, binding effect, or enforceability against CPS of any such Credit Documents.

" Collateral " means, collectively, all of the real, personal and mixed property in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

" Collateral Agent " as defined in the preamble hereto.

" Collateral Documents " means the Security Agreement, the Control Agreements and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party, as the case may be, as security for the Obligations.

" Collateral Receipt and Exception Report " as defined in the Custodial Agreement.

" Collection Account " as defined in the Security Agreement.

" Collection Period " means, (i) with respect to the initial Settlement Date, the period beginning on the Closing Date and ending on the last day of the immediately preceding calendar month and (ii) with respect to any other Settlement Date, the immediately preceding calendar month.

" Collection Policy " as defined in the Servicing Agreement.

" Collections " means all collections on the Receivables, including, without limitation, all Scheduled Receivable Payments, all non-scheduled payments, all prepayments, all late fees, all other fees, all insurance proceeds, all Liquidation Proceeds, all Recoveries, all payments received under any Interest Rate Agreement, investment earnings, rental payments, residual proceeds, payments received under any personal guaranty with respect to a Receivable and all other payments received with respect to the Receivables, but excluding sales and property tax payments.

" Contractual Obligation " means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

" Control Agreements " means, collectively, the Lockbox Control Agreement and the Controlled Account Control Agreement.

" Controlled Account " as defined in Section 2.11(a).

" Controlled Account Bank " means Wells Fargo Bank, National Association, in its capacity as account bank under the Controlled Account Control Agreement, and its successors and assigns.

" Controlled Account Bank Fee " as defined in the Controlled Account Control Agreement.

" Controlled Account Control Agreement " as defined in the Security Agreement.

" CPS " means Consumer Portfolio Services, Inc., a California corporation.

" Credit Date " means the date of a Credit Extension.

" Credit Document " means any of (a) this Agreement, the Fee Letter, the Revolving Loan Notes, if any, the Collateral Documents, the Related Agreements, the Warrants, the Borrowing Base Guaranty and the Limited Guaranty and (b) all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent or the Lender in connection herewith.

" Credit Extension " means the making of a Revolving Loan.

" Credit Party " means the Borrower and CPS.

" Credit Score " means the applicable credit score, for each primary Obligor, as determined by Equifax, Inc. or a comparable credit bureau.

" Cumulative Net Loss Rate " means, as of any Reporting Date and with respect to any Vintage Pool, a rate, expressed as a percentage equal to a fraction, (I) the numerator of which is  the Cumulative Net Losses with respect to all automobile receivables acquired or originated by the Originator in the related Vintage Pool and (II) the denominator of which is the aggregate

" Cumulative Net Losses " means, as of any date of determination and with respect to any Vintage Pool, the aggregate cumulative principal amount of automobile receivables acquired or originated by the Originator that have become Charge-Off Receivables during the period beginning on the applicable date of origination through the end of the Collection Period immediately preceding the month in which such date of determination occurs, net of all Net Liquidation Proceeds with respect to such receivables as of the end of the Collection Period immediately preceding the month in which such date of determination occurs.

" Custodial Agreement " means that certain Custodial and Collateral Agency Agreement dated as of September 25, 2009 by and among the Borrower, the Servicer, Custodian and the Collateral Agent, as may be further amended, modified or supplemented from time to time in accordance with the terms thereof.

" Custodian " means Wells Fargo Bank, National Association, in its capacity as custodian under the Custodial Agreement, or any successor thereto acceptable to the Administrative Agent in its sole discretion.

" Custodian Fee " as defined in the Custodial Agreement.

" Custodian Fee and Expenses " as defined in the Custodial Agreement.

" Dealer " means, with respect to a Receivable, the seller of the related Financed Vehicle, who originated and assigned such Receivable to the Originator pursuant to a Dealer Agreement.

" Dealer Agreement " means each agreement between a Dealer and the Originator pursuant to which such Dealer assigned, sold or otherwise conveyed a Receivable to the Originator.

" Debtor Relief Laws " means the Bankruptcy Code, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect, affecting the rights of creditors generally or the rights of creditors of banks.

" Default " means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

" Default Rate " means the interest rate provided in Section 2.6.

" Defaulted Receivable " means, with respect to any date of determination, a Receivable with respect to which the earliest of any of the following shall have occurred:  (i) the related Obligor has failed to make the first periodic payment within thirty (30) days following the last day of the calendar month during which such Receivable's first payment was due under the terms of such Receivable, (ii) the related Obligor has failed to make any Scheduled Receivable Payment by its due date and such failure continues for one hundred and twenty (120) days, (iii) the Servicer has repossessed the related Financed Vehicle (and any applicable redemption period has expired) (iv) such Receivable is in default and the Servicer has determined in good faith that payments thereunder are not likely to be resumed or (v) such Receivable is a Charge-off Receivable.

" Delinquency Rate " means, with respect to any date of determination and any Vintage Pool, a rate, expressed as a percentage, equal to a fraction (I) the numerator of which is the aggregate outstanding principal balance of all automobile receivables acquired or originated by the Originator in such Vintage Pool that are Delinquent Receivables as of the last day of the most recently ended Collection Period and (II) the denominator of which is the aggregate outstanding principal balance of all automobile receivables acquired or originated by the Originator in such Vintage Pool as of the last day of the most recently ended Collection Period; provided that, if any sale or securitization of receivables by the Originator occurs on a servicing released basis, the Originator and the Administrative Agent shall negotiate in good faith to amend the calculation of Delinquency Rate if such sale or securitization results in an inability to calculate the Delinquency Rate because of lack of information upon which to make such calculation.

" Delinquent Receivable " means, with respect to any date of determination, a Receivable (or any other automobile receivable acquired or originated by the Originator) with respect to which the related Obligor is  more than thirty (30) days but less than one hundred and twenty (120) days past due with respect to 10% or more of a Scheduled Receivable Payment.

" Depository Institution " means, collectively, any "depository institution" or any "subsidiary" of a depository institution, as such terms are defined in the Federal Deposit Insurance Act of 1950, as amended to date.

" Dollars " and the sign " $ " mean the lawful money of the United States of America.

" Effective Advance Rate " means a fraction (i) the numerator of which is equal to the Total Utilization of Revolving Commitments and (ii) the denominator of which is the aggregate principal balance of all Eligible Receivables.

" Eligible Dealer " means a Dealer that satisfies the following criteria: (a) the related Dealer Agreement provides for full recourse to the Dealer in the event of any fraud or misrepresentation on the part of the Dealer, (b) to the extent applicable, the Dealer has obtained all applicable Governmental Authorizations, and (c) the Dealer otherwise qualifies as an "Eligible Dealer" in accordance with the Underwriting Policies.

" Eligible Hedge Counterparty " means (i) the Lender or any of its Affiliates or (ii) any party that enters into an Interest Rate Agreement with the Borrower; provided , that such hedge

" Eligible Obligor " means an Obligor that (a) is not currently in bankruptcy, (b) is not a party to more than one (1) installment loan contract with the Originator or any of its Affiliates, (c) is not an employee, or affiliated with any employee of, the Originator or any of its Affiliates and (d) is domiciled in the United States.

" Eligible Receivable " means a Receivable with respect to which the Eligibility Criteria are satisfied as of any date of determination.

" Eligibility Criteria" means the criteria set forth on Appendix B.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

" Event of Default " means any of the conditions or events set forth in Section 7.1.

" Excess Concentration Amounts " means, each of the amounts set forth on Appendix C hereto, which amounts shall be excluded from the calculation of the aggregate unpaid principal balance of Eligible Receivables.

" Excess Interest Rate " means, with respect to any Collection Period, a rate equal to (i) the weighted average APR of the Eligible Receivables, minus (ii) the Servicing Fee Rate, minus (iii) the Annualized Third Party Fee Rate, minus (iv) the product of (x) the applicable Interest Rate for such Collection Period ( provided , that, in the event the Interest Rate is determined by reference to the Base Rate, the Interest Rate for a Collection Period shall be the weighted average of the Base Rates in effect during such Collection Period) and (y) the Effective Advance Rate.

" Excess Spread Account Amounts " means amounts, if any, in the Spread Account in excess of the Required Spread Account Amount on any date of determination.

" Exchange Act " means the Securities Exchange Act of 1934, as amended to the date hereof and from time to time hereafter, and any successor statute.

" Exclusivity Covenant " as defined in Section 9.22.

" Facility " as defined in the preamble hereto.

" Federal Funds Effective Rate " means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided , (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal

" Fee Letter " means the letter agreement, dated as of the date hereof, by and among the Administrative Agent on behalf of the Lender, the Borrower and CPS.

" Final Bid " as defined in Section 9.22.

" Financed Vehicle " means a new or used automobile, van, minivan, sport utility vehicle or light duty truck, together with all accessions thereto, securing an Obligor's indebtedness under a Receivable.

" Fiscal Quarter " means, with respect to a particular Fiscal Year, a fiscal quarter corresponding to such Fiscal Year.

" Fiscal Year " means for the Borrower, any consecutive twelve-month period commencing on the date following the last day of the previous Fiscal Year and ending on December 31.

" Fortress " as defined in the Preamble hereto.

" Fortress Affiliate Lender " as defined in Section 9.6(j).

" Funding Notice " means a notice substantially in the form of Exhibit A .

" Funding Termination Event " means the occurrence of either of the following:  (i) the Originator makes any material change to the Underwriting Guidelines without the prior written consent of the Administrative Agent or (ii) any two (2) Key Employees cease to be involved in the day-to-day operations of the Originator or are unable to work for three (3) consecutive months and are not replaced by successors acceptable to the Administrative Agent within sixty (60) days.

" GAAP " means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

" Governmental Authority " means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

" Governmental Authorization " means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

" Grantor " as defined in the Security Agreement.

" Guarantor " means CPS.

" Highest Lawful Rate " means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to the Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

" Indebtedness, " as applied to any Person, means, without duplication, (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (i) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (f) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (g) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (h) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (i) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (A) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (B) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (A) or (B) of this clause (i), the primary purpose or intent thereof is as described in clause (h) above; and (j) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement, whether entered into for hedging or speculative purposes; provided , in no event shall obligations under any Interest Rate Agreement be deemed " Indebtedness " for any purpose under Section 6.1.

" Indemnified Liabilities " means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable, documented, out-of-pocket fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable, documented, out-of-pocket fees or expenses incurred by Indemnitees in enforcing the indemnification provisions of Section 9.3), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations, on

" Indemnitee " as defined in Section 9.3(a).

" Independent Accountants " means (a) Crowe Horwath LLP or (b) a firm of independent certified public accountants registered with the Public Company Accounting Oversight Board and otherwise acceptable to the Administrative Agent.

" Independent Manager " means an employee of Lord Securities Corporation, or another natural person meeting the qualifications set forth in Section 6.15 and otherwise acceptable to the Administrative Agent in its sole discretion.

" Indicative Bid " as defined in Section 9.22.

" Interest Period " means, (a) with regard to the initial Settlement Date, the period commencing on (and including) the Closing Date and ending on the last day of the immediately preceding calendar month; and (b) with regard to any other Settlement Date, the immediately preceding calendar month; provided , no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

" Interest Rate " means, with respect to (i) any Revolving Loan that is a LIBOR Rate Loan and any Interest Period, the Adjusted LIBOR Rate plus the Applicable Margin for such Interest Period and (ii) any Revolving Loan that is a Base Rate Loan and any Interest Period, the Base Rate plus the Applicable Margin for such Interest Period.

" Interest Rate Agreement " means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement that (a) has been entered into by the Borrower for the purpose of hedging the interest rate exposure associated with the Borrower's operations and not for speculative purposes, (b) is entered into with an Eligible Hedge Counterparty, (c) is approved by the Administrative Agent in its reasonable discretion and (d) has been collaterally assigned to the Collateral Agent pursuant to an instrument satisfactory to the Administrative Agent.

" Interest Rate Reset Date " means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

" Investment " means (a) any direct or indirect purchase or other acquisition by the Borrower of, or of a beneficial interest in, any of the Securities of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, from any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, advance or capital contributions by the Borrower to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

" Lender " means Fortress and its successors and assigns.

" LIBOR Rate Loan " means a Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate and maturing on the last day of each Interest Period (unless otherwise continued pursuant to Section 2.5).

" LIBOR Unavailability " as defined in Section 2.14(a).

" Lien " means (a) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (b) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

" Limited Guaranty " means that certain Limited Guaranty dated as of September 25, 2009 by CPS in favor of the Administrative Agent, on behalf of the Lender, as may be further amended, modified or supplemented from time to time in accordance with the terms thereof.

" Liquidation Proceeds " as defined in the Servicing Agreement.

" Lockbox Account " as defined in the Security Agreement.

" Lockbox Control Agreement " as defined in the Security Agreement.

" Lockbox System " as defined in Section 5.9(a)(i).

" LTV " means, with respect to any Receivable, the ratio, at the time of origination, of (i) the unpaid principal balance of such Receivable to (ii) the wholesale book value of the related Financed Vehicle as set forth in the Kelly Blue Book ® or the NADA Official Used Car Guide ® .

" Margin Stock " as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

" Material Adverse Effect " means, a material adverse effect on (a) the business operations, assets, condition (financial or otherwise), liabilities or prospects of a Credit Party, (b) the ability of a Credit Party to fully and timely perform its obligations under the Credit Documents (including, without limitation, the Obligations of the Borrower); (c) the legality, validity, binding effect, or enforceability against a Credit Party of any Credit Document to which it is a party; or (d) the rights, remedies and benefits available to, or conferred upon, any Agent, the Lender or any Secured Party under any Credit Document.

" Material Contract " means any contract or other arrangement to which a Credit Party is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

" Maturity Date " means the second (2 nd ) anniversary of the Closing Date.

" Maximum Advance " means, as of any date of determination, the lesser of (A) $50,000,000 and (B) the product of (x) the Average Maximum Advance Rate and (y)(i) the aggregate unpaid principal balance of the Eligible Receivables minus (ii) any Excess Concentration Amounts.

" Maximum Advance Rate " means,

(i)   with respect to each Receivable that is an Eligible Receivable and is not a Delinquent Receivable or a Defaulted Receivable, the lesser of (A) 75% and (B) the product of (x) one (1) minus the weighted average Purchase Discount and (y) 88%;

(ii)   with respect to each Eligible Receivable that is a Delinquent Receivable, 35%; and

(iii)   with respect to each Defaulted Receivable, 0%.

" Monthly Servicing Report " means that Monthly Servicing Report in the form attached as Exhibit A to the Servicing Agreement.

" Moody's " means Moody's Investor Services, Inc., and any successor thereto.

" Net Insurance Proceeds " means an amount equal to: (a) any Cash payments or proceeds received by the Borrower under any casualty, business interruption or " key man " insurance policies in respect of any covered loss thereunder, minus (b) any actual and reasonable costs incurred by the Borrower in connection with the adjustment or settlement of any claims of the Borrower in respect thereof.

" Net Liquidation Proceeds " as defined in the Servicing Agreement.

" Obligations " means all obligations of every nature of the Borrower from time to time owed to the Agents (including former Agents), the Lender (including in its capacity as a counterparty to an Interest Rate Agreement) or any of them, under any Credit Document (including, without limitation, with respect to an Interest Rate Agreement, obligations owed thereunder to any person who was a Lender or an Affiliate of a Lender at the time such Interest

" Obligor " means, with respect to a Receivable, the purchaser or co-purchasers of the related Financed Vehicle or any other Person who owes or may be liable for payments under such Receivable.

" Offering Materials " as defined in Section 9.22.

" Organizational Documents " means (a) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (b) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such " Organizational Document " shall only be to a document of a type customarily certified by such governmental official.

" Originator " means CPS.

" Permitted Expenses "  means the reasonable costs and expenses incurred by the Administrative Agent (and its agents or professional advisors) in connection with the preparation, administration, amendment and due diligence of this Agreement and the other Credit Documents and, which costs and expenses the Borrower shall reimburse to the Administrative Agent or shall pay or cause to be paid.  "Permitted Expenses" shall include, without limitation, the expenses set forth in Sections 5.4, 5.5, 5.14 and 9.2 hereof.

" Permitted Investments " means the following, subject to qualifications hereinafter set forth:

(i)   obligations of, or obligations guaranteed as to principal and interest by, the U.S. government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America;

(ii)   federal funds, unsecured certificates of deposit, time deposits, banker's acceptances, and repurchase agreements having maturities of not more than 365 days of any bank, the short-term debt obligations of which are rated A-1+ (or the equivalent) by each of the Rating Agencies and, if it has a term in excess of three (3) months, the long-term debt obligations of which are rated AAA (or the equivalent) by each of the Moody's and S&P;

(iii)   deposits that are fully insured by the Federal Deposit Insurance Corp. (FDIC);

(iv)   investments in money market funds (including those owned or managed by the Controlled Account Bank) rated in the highest investment category by each of the Moody's and S&P; and

(v)   such other investments as to which the Administrative Agent consents.

Notwithstanding the foregoing, "Permitted Investments" (i) shall exclude any security with the S&P's "r" symbol (or any other Rating Agency's corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known as "strips"; (ii) shall not have maturities in excess of one (1) year; (iii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iv) shall exclude any investment where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.  Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index.  No investment shall be made which requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity.  All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three (3) months from the date of their purchase or (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

" Permitted Liens " means:

(i)   Liens imposed by law for taxes, assessments or other governmental charges payable by the Borrower that are not yet due or are being contested in compliance with Section 5.3;

(ii)   Liens arising in favor of the applicable financial institution under the Lockbox Account Control Agreement or the Controlled Account Control Agreement;

(iii)   Liens arising in favor of the applicable counterparty under any Interest Rate Agreement permitted under this Agreement; and

(iv)   Liens on Financed Vehicles that are junior in right to the Lien of the Borrower, or that are possessory liens (such as for storage or repair), tax liens (such as property taxes or registration fees), or statutory enforcement liens (such as for parking tickets).

" Person " means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

" Prime Rate " means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), as in effect from time to time.

" Principal Office " means, for the Administrative Agent, 1345 Avenue of the Americas, 46th Floor, New York, New York  10105 (or such other location in the United States of America as the Administrative Agent may from time to time designate in writing to the Borrower and the Lender).

" Proposed Facility " as defined in Section 9.22.

" Protective Advances " as defined in Section 2.1(c).

" Purchase Agreement " means that certain Receivables Purchase Agreement dated as of September 25, 2009, by and among the Originator and the Borrower, as may be further amended, modified or supplemented from time to time in accordance with the terms thereof.

" Purchase Discount " means, with respect to any Eligible Receivable, a fraction, (i) the numerator of which is the difference between (A) the aggregate unpaid principal balance of such Eligible Receivable at the time of acquisition or origination by the Originator and (B) the purchase price paid with respect to such Eligible Receivable by the Originator to the related Eligible Dealer, and (ii) the denominator of which is the aggregate unpaid principal balance of such Eligible Receivable at the time of acquisition or origination by the Originator.

" Rating Agencies " means each of Moody's and S&P.

" Receivable " means each non-cancelable, unconditional, fixed-rate, automobile installment sale contract or promissory note secured by a first priority, perfected security interest in a Financed Vehicle that was originated or acquired by the Originator, sold by the Originator to the Borrower.

" Receivable File " as defined in the Custodial Agreement.

" Recoveries " means, with respect to a Defaulted Receivable, the monies collected from whatever source during any Collection Period following the Collection Period in which such Receivable became a Defaulted Receivable, net of any amounts required by law to be remitted to the Obligor.

" Register " as defined in Section 2.3(a).

" Regulation D " means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Related Agreements " means, collectively, the Purchase Agreement, the Servicing Agreement, the Custodial Agreement, the Backup Servicing Agreement and any Interest Rate Agreements.

" Reporting Date " means the tenth (10 th ) calendar day of each month (or if such day is not a Business Day, the immediately succeeding Business Day).

" Repossession Rate " means, with respect to any date of determination, a rate, expressed as a percentage, equal to a fraction (I) the numerator of which is the aggregate number of Financed Vehicles that have been repossessed and not resold as of the last day of the most recently ended Collection Period (excluding, however, any Financed Vehicles that had been repossessed and not resold as of the date of any sale or securitization of all or substantially all of the Receivables) and (II) the denominator of which is the aggregate number of Financed Vehicles as of the last day of the most recently ended Collection Period.

" Repurchase Event " means, at any time during which a Borrowing Base Deficiency exists, with respect to any Receivable, the failure of such Receivable to satisfy the Eligibility Criteria at the time of its pledge under the Security Agreement.

" Repurchase Price " means, with respect to any Receivable and any date of determination, the principal balance of such Receivable, as of the close of business on the last day of the immediately preceding Collection Period plus all accrued and unpaid interest thereon through the date on which such Receivable is repurchased.

" Required Spread Account Amount " means, as of any date of determination, and subject to Section 5.10 hereof, (i) if no Spread Account Increase Event has occurred and is continuing, the Required Spread Account Floor and (ii) if a Spread Account Increase Event has occurred and is continuing, an amount equal to the product of (x) 10% multiplied by (y) the Total Utilization of Revolving Commitments as of such date (after giving effect to any borrowings hereunder on such date).

" Required Spread Account Deposit " as defined in Section 5.10(b).

" Required Spread Account Floor " means, as of any date of determination, an amount equal to the lesser of (x) the product of (i) 0.50% multiplied by (ii) the Revolving Commitments in effect as of such date, and (y) the then outstanding principal balance of the Revolving Loan (after giving effect to any borrowings hereunder on such date).

" Revolving Availability " means, as of any date of determination, the difference of (i) the lesser of (a) the Revolving Commitments and (b) the Borrowing Base, minus (ii) the Total Utilization of Revolving Commitments.

" Revolving Commitment " means the commitment of the Lender to make or otherwise fund any Revolving Loan.  The aggregate amount of the Revolving Commitments is $50,000,000.

" Revolving Commitment Period " means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

" Revolving Commitment Termination Date " means the earliest to occur of (a) the Maturity Date, (b) the date on which a Funding Termination Event occurs, and (c) the date of the termination of the Revolving Commitments pursuant to Section 7.1.

" Revolving Loan " as defined in Section 2.1.

" Revolving Loan Note " means a promissory note substantially in the form of Exhibit B , as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

" Right of First Refusal " as defined in Section 9.22.

" S&P " means Standard & Poor's Ratings Group, a division of The McGraw Hill Corporation, and any successor thereto.

" Scheduled Receivable Payment " means, for any Collection Period and for any Receivable, the amount indicated in such Receivable as required to be paid by the Obligor in such Collection Period.  If after the Closing Date the Obligor's obligation under such Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by the Credit Documents and the Servicing Agreement, the Scheduled Receivable Payment with respect to such Collection Period shall refer to the Obligor's payment obligation with respect to such Collection Period as so modified.

" Secured Party " as defined in the Security Agreement.

" Securities " means any stock, shares, partnership interests, limited liability company interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as " securities " or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

" Securities Act " means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor statute.

" Security Agreement " means the Security Agreement, dated as of the date hereof, by and between the Borrower and the Collateral Agent on behalf of the Secured Parties, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

" Servicer " means, initially CPS, subject to removal pursuant to the terms of the Servicing Agreement, and thereafter shall mean the Backup Servicer, or any successor servicer appointed pursuant to the Servicing Agreement.

" Servicer Default " as defined in the Servicing Agreement.

" Servicing Agreement " means that certain Servicing Agreement dated as of September 25, 2009, by and among the Borrower, the Servicer and the Administrative Agent, as may be

" Servicing Fee " as defined in the Servicing Agreement.

" Servicing Fee Rate " as defined in the Servicing Agreement.

" Settlement Date " means (a) the fifteenth (15 th ) calendar day of each month (or if such day is not a Business Day, the immediately succeeding Business Day) beginning in the month of October 2009 and (b) the Maturity Date.

" Shortfall Percentage " means, (i) with respect to any Settlement Date beginning on the sixth (6 th ) Settlement Date following the Closing Date and prior to the twelfth (12 th ) Settlement Date following the Closing Date, an amount equal to the excess, if any, of (x) 50% minus (y) the percentage equal to (A) the average Total Utilization of Revolving Commitments during the immediately preceding Collection Period divided by (B) the Revolving Commitments during the immediately preceding Collection Period; and (ii) with respect to any Settlement Date beginning on the twelfth (12 th ) Settlement Date following the Closing Date, an amount equal to the excess, if any, of (x) 75% minus (y) the percentage equal to (A) the average Total Utilization of Revolving Commitments during the immediately preceding Collection Period divided by (B) the Revolving Commitments during the immediately preceding Collection Period.

" Solvency Certificate " means a Solvency Certificate of the chief financial officer of CPS or the Borrower, as the case may be, substantially in the form of Exhibit E-2 .

" Solvent " means, with respect the Borrower or CPS, that as of the date of determination, both (a) (i) the sum of such entity's debt (including contingent liabilities) does not exceed the present fair saleable value of such entity's present assets; (ii) such entity's capital is not unreasonably small in relation to its business as contemplated on the Closing Date; and (iii) such entity has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such entity is " solvent " within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

" Spread Account " as defined in the Security Agreement.

" Spread Account Increase Event " means an uncured breach of a Tier 1 Performance Trigger; provided, that once a Tier 1 Performance Trigger has been breached, such Tier 1 Performance Trigger shall be deemed to be "uncured" until such time as such Tier 1 Performance Trigger has been cured for three (3) consecutive months.

" Subsidiary " means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of

" Tax " means any present or future tax, levy, impost, duty, assessment, charge, fee or deduction or withholding in respect thereof of any similar nature and whatever called, imposed by a Governmental Authority, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided , " Tax on the overall net income " of a Person shall be construed as a reference to a Tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable principal office (and/or, in the case of the Lender, its lending office) is located or in which that Person (and/or, in the case of the Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of the Lender, its applicable lending office) and shall include any backup or other withholding tax that shall be eligible to be credited against any such Tax.

" Tier 1 Performance Trigger " means the breach of any of the collateral performance tests set forth on Appendix D hereto.

" Tier 2 Performance Trigger " means the breach of any of the collateral performance tests set forth on Appendix E hereto.

" Total Utilization of Revolving Commitments " means, as of any date of determination, an amount equal to the aggregate principal amount of all outstanding Revolving Loans.

" Transaction Costs " means the fees, costs and expenses payable by CPS or the Borrower on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements, to the extent approved in writing by the Administrative Agent.

" UCC " means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

" Underwriting Policies " means the credit policies and practices and underwriting guidelines of the Originator in effect as of the date hereof and attached hereto as Exhibit F , as such guidelines may be amended from time to time, (x) in the case of any material change, with the prior written consent of the Administrative Agent (such consent to not be unreasonably withheld or delayed) and (y) in the case of any other change, with written notice to the Administrative Agent within ten (10) Business Days of the implementation of any such change.

" Vintage Pool " means, as of any date of determination occurring after the last day of the last calendar quarter of 2009, the pool of all automobile receivables originated, or acquired from

" Warrants " means (i) that certain Warrant, dated as of September 25, 2009, issued by CPS to Drawbridge Special Opportunities Fund LP and (ii) any additional Warrants issued by CPS in connection with an assignment in whole or in part of a warrant by Fortress or a designated Affiliate of Fortress, in each case as the same may be further amended, modified or supplemented from time to time in accordance with the terms thereof.

1.2.   Accounting Terms.

(a)   Generally .  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing CPS’ audited financial statements, except as otherwise specifically prescribed herein.

(b)   Changes in GAAP .  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower, CPS or the Lender shall so request, the Administrative Agent, the Lender, CPS and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) CPS and the Borrower shall provide to the Administrative Agent and the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.3.   Interpretation, etc .   Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word " include " or " including, " when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as " without limitation " or " but not limited to " or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  The words " hereof ", " herein ", " hereunder " and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless the context requires otherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person include that Person's successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such

2.1.   Revolving Loans .

(a)   Revolving Commitments .  During the Revolving Commitment Period, subject to the terms and conditions hereof, the Lender agrees from time to time to make loans to the Borrower (each a " Revolving Loan " and collectively, the " Revolving Loans ") in an aggregate amount up to but not exceeding the Revolving Commitment; provided , that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the lesser of (i) the Revolving Commitments then in effect and (ii) the Borrowing Base.  Amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed during the Revolving Commitment Period.  The Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b)   Borrowing Mechanics for Revolving Loans .

(i)   Revolving Loans shall be in an aggregate minimum amount of $250,000.

(ii)   Whenever the Borrower desires that the Lender make Revolving Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice together with a Borrowing Base Certificate no later than 1:00 p.m. (New York City time) at least two (2) Business Days in advance of the proposed Credit Date.  Each such Funding Notice shall be delivered reflecting sufficient Revolving Availability for the requested Revolving Loans.

(iii)   Notice of receipt of each Funding Notice and Borrowing Base Certificate in respect of Revolving Loans, together with the applicable Interest Rate, shall be provided by the Administrative Agent to the Lender by telefacsimile with reasonable promptness, but not later than 2:00 p.m. (New York City time) on the same day as the Administrative Agent's receipt of such Funding Notice from the Borrower ( provided the Administrative Agent shall have received such notice from the Borrower by 1:00 p.m. (New York City time)).

(iv)   The Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent's Principal Office.  Except as provided herein, upon satisfaction or waiver by the Administrative Agent of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Revolving Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative

Agent from the Lender to be credited to the account of the Borrower at the Administrative Agent's Principal Office or such other account as may be designated in writing to the Administrative Agent by the Borrower.

(v)   Unless otherwise permitted by the Administrative Agent in its sole and absolute discretion and subject to an administration fee of $2,500 per Revolving Loan, no more than two (2) Revolving Loans shall be made per calendar week.

(c)   Protective Advances .  Subject to the limitations set forth below and in the proviso to the first sentence of Section 2.1(a), and whether or not an Event of Default or a Default shall have occurred and be continuing, the Administrative Agent is authorized by the Borrower and the Lender, from time to time in the Administrative Agent's sole good faith discretion, to make Revolving Loans to the Borrower on behalf of the Lender, which the Administrative Agent, in its sole discretion, deems necessary (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Revolving Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrower pursuant to the terms of this Agreement and the other Credit Documents, including, without limitation, payments of principal, interest, fees and reimbursable expenses, in the event that any amounts are still owing after application of the amounts in the Spread Account pursuant to Sections 2.10 or 2.12 (any of such Revolving Loans are herein referred to as " Protective Advances ").  Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate amount of Protective Advances made by the Administrative Agent pursuant to this Section 2.1(c) exceed $5,000,000.  Protective Advances may be made even if the conditions precedent set forth in Section 3 have not been satisfied.  The Protective Advances shall be secured by the Collateral and shall constitute Obligations.  The Borrower shall pay the unpaid principal amount and all unpaid and accrued interest of each Protective Advance on the earlier of the Revolving Commitment Termination Date and within two (2) Business Days following demand for payment by the Administrative Agent.  All Protective Advances shall be Base Rate Loans.

2.2.   Use of Proceeds .  The proceeds of the Revolving Loans, if any, made on the Closing Date shall be applied by the Borrower to finance the acquisition of Eligible Receivables from the Originator and to pay Transaction Costs. The proceeds of the Revolving Loans made after the Closing Date shall be applied by the Borrower to finance the acquisition of Receivables from the Originator pursuant to the Purchase Agreement, to fund any Required Spread Account Amount in connection with the funding of a Revolving Loan, to pay distributions on its Capital Stock to CPS and to pay ongoing operating expenses of the Borrower.  No portion of the proceeds of any Credit Extension shall be used in any manner that causes such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

2.3.   Register; Notes .

(a)   Register .  The Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of the Lender and the Revolving Commitments and Revolving Loans from time to time (the " Register ").  The Register shall be

(b)   Revolving Loan Notes .  If so requested by the Lender prior to the Closing Date, or upon two (2) Business Days prior written notice at any time after the Closing Date, the Borrower shall execute and deliver to the Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of the Lender pursuant to Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower's receipt of such notice) a Revolving Loan Note or Revolving Loan Notes, as so requested, to evidence the Revolving Loan.

2.4.   Interest on Revolving Loans .

(a)   Except as otherwise set forth herein, each Revolving Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) as follows: (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus the Applicable Margin.

(b)   Interest payable pursuant to Section 2.4(a) shall be computed on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Revolving Loan, the date of the making of such Revolving Loan or the first day of an Interest Period applicable to such Revolving Loan shall be included, and the date of payment of such Revolving Loan or the expiration date of an Interest Period applicable to such Revolving Loan shall be excluded; provided , if a Revolving Loan is repaid on the same day on which it is made, one (1) day's interest shall be paid on that Revolving Loan.

(c)   Except as otherwise set forth herein, interest on each Revolving Loan shall be payable in arrears on (i) each Settlement Date applicable to that Revolving Loan; (ii) with respect to any prepayment in whole or in part of such Revolving Loan, whether voluntary or mandatory, the Settlement Date immediately following such prepayment in an amount equal to the interest accrued and unpaid on the amount so prepaid to the date of prepayment; and (iii) at maturity.

2.5.   Continuation .   Subject to Section 2.14 and so long as no Default or Event of Default shall have occurred and be continuing, upon the expiration of any Interest Period

2.6.   Default Interest .  Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Revolving Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Revolving Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable Debtor Relief Laws) payable in accordance with the provisions of Section 2.10 or 2.12, as the case may be, at a rate that is 3% per annum in excess of the Interest Rate otherwise payable hereunder with respect to the applicable Revolving Loans until no Event of Default is then continuing.  Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or the Lender.

2.7.   Fees .  The Borrower and CPS agree, jointly and severally, to pay each of the fees referred to in the Fee Letter.

2.8.   Call Protection .

(a)   The Facility shall not be terminated prior to the Maturity Date.

(b)   Notwithstanding the foregoing, in the event the Facility is terminated by the Borrower or CPS prior to the Maturity Date, the Borrower shall pay to the Lender, on the date of such termination, a fee equal to the product of (x) the applicable Interest Rate at the time of such termination, (y) the Revolving Commitments and (z) the remaining term of the Facility (expressed as an annualized number).

2.9.   Mandatory Prepayments .

(a)   Borrowing Base Deficiency .  The Borrower shall prepay the Revolving Loans within one (1) Business Day of the earlier of (i) an Authorized Officer of the Borrower becoming aware that a Borrowing Base Deficiency exists and (ii) receipt by the Borrower of notice from the Administrative Agent that a Borrowing Base Deficiency exists, in each case in an amount equal to such Borrowing Base Deficiency, which shall be applied to repay the Revolving Loans.

(b)   Repurchase Events .  Upon the occurrence of a Repurchase Event: (i) the Borrower shall cause the Originator to repurchase each affected Receivable at a price equal to the Repurchase Price and (ii) the Borrower shall prepay the Revolving Loans in an amount equal to the Repurchase Price with respect to the related Receivable(s).

(c)   Prepayment Certificate .  Concurrently with any prepayment of the Revolving Loans pursuant to Sections 2.9(a) and 2.9(b), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds.

2.10.   Payments during Event of Default or Following a Funding Termination Event .  Upon the occurrence and during the continuance of an Event of Default or a Funding Termination Event on each Settlement Date, (a) all payments made hereunder and under the other Credit Documents (including in respect of proceeds from any Collateral) and (b) all amounts on deposit in the Controlled Accounts and any income and gains from investment of funds in any Controlled Account that accrued during the immediately preceding Collection Period shall be applied by the Controlled Account Bank at the written direction of the Collateral Agent as follows:

(i)   First, to the payment of, and in the same priority as, items (i) through (vi) and (viii) through (ix) in Section 2.12 below;

(ii)   Second, to the Lender, to reduce the outstanding principal balance on the Revolving Loans to zero; and

(iii)   Third, to the Borrower, any remaining amounts.

2.11.   Controlled Accounts and Amounts .

(a)   On or prior to the date hereof, the Borrower shall cause to be established and maintained, (i) securities accounts at the Controlled Account Bank in the name of the Collateral Agent designated as the Collection Account and the Spread Account as to which the Collateral Agent for the benefit of the Lender has control over such accounts within the meaning of Section 9-106 of the UCC pursuant to the Controlled Account Control Agreement (each, a " Controlled Account " and collectively, the " Controlled Accounts "), and (ii) a deposit account at the Lockbox Account Bank in the name of the Borrower designated as the Lockbox Account as to which the Collateral Agent has control over such account for the benefit of the Lender within the meaning of Section 9-104(a)(2) of the UCC pursuant to the Lockbox Account Control Agreement.

(b)   So long as no Event of Default has occurred and shall be continuing, the Borrower or the Servicer shall be permitted to direct the investment of the funds from time to time held in the Controlled Accounts in Permitted Investments and to sell or liquidate such Permitted Investments and reinvest proceeds from such sale or liquidation in other Permitted Investments (but none of the Collateral Agent, the Administrative Agent, or the Lender shall have liability whatsoever in respect of any failure by the Controlled Account Bank to do so), with all such proceeds and reinvestments to be held in the applicable Controlled Account; provided , however , that the maturity of the Permitted Investments on deposit in the Controlled Accounts shall be no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn therefrom pursuant to this Agreement; and, provided further , that the Borrower shall remit into the applicable Controlled Account an amount equal to any losses realized on Permitted Investments contained therein.  No Permitted Investment shall be liquidated at a loss at the direction of the Borrower except to the extent necessary to make a required payment as described herein. All income and gains from the investment of funds in the Controlled Accounts shall be retained in the respective Controlled Account from which they were derived, until the next Settlement Date, at which time such income and gains shall be applied in accordance with Section 2.10 or Section 2.12, as the case may be.  As between the

(c)   The Control Agreements will provide that all funds in the Lockbox will be swept daily into the Collection Account.

2.12.   Application of Collections .

(i)   to any Eligible Hedge Counterparty, amounts due under any outstanding Interest Rate Agreement, except amounts due as fees, expenses or as a result of the occurrence of an event of default or termination event under such Interest Rate Agreement or otherwise due upon termination of such Interest Rate Agreement, which amounts shall be paid as provided in (vi) below;

(ii)   to the Servicer, any unpaid Servicing Fees;

(iii)   on a pari passu basis, (1) to the Custodian, the Custodian Fees and Expenses accrued and unpaid as of the last day of the preceding month, (2) to the Backup Servicer, the Backup Servicing Fees and reimbursable expenses (including, without limitation, any transition costs) of the Backup Servicer accrued and unpaid as of the last day of the preceding month, and (3) to the Controlled Account Bank, the Controlled Account Bank Fees accrued and unpaid as of the last day of the preceding month;

(iv)   to the Administrative Agent, to pay any costs or fees due to the Administrative Agent and the Collateral Agent,

(v)   to the Lender, any accrued but unpaid interest, fees and expenses in connection with this Agreement and any other Credit Document;

(vi)   to any Eligible Hedge Counterparty, any unpaid fees, expenses or amounts owed as a consequence of an event of default or termination event under an outstanding Interest Rate Agreement or otherwise due upon termination of such Interest Rate Agreement;

(vii)   to the Lender, any amounts necessary to reduce the Borrowing Base Deficiency, if any, to zero;

(viii)   to the Administrative Agent, to be deposited in the Spread Account to fund the excess of the Required Spread Account Amount over the amounts then on deposit in the Spread Account;

(ix)   on a pari passu basis, (1) to the Custodian, any other amounts payable to the Custodian in its capacity as Custodian pursuant to this Agreement or the Custodial Agreement to the extent unpaid by the Borrower and not covered under item (iii) above, (2) to the Backup Servicer, any other amounts payable to the Backup Servicer pursuant to this Agreement or the Backup Servicing Agreement to the extent unpaid by the Borrower and not covered under item (iii) above, and (3) to the Controlled Account Bank, any other amounts payable to the Controlled Account Bank pursuant to this Agreement or the Control Agreements to the extent unpaid by the Borrower hereunder and not covered under item (iii) above; and

(x)   prior to the Maturity Date, and provided that no Borrowing Base Deficiency would occur after giving effect to such distribution, to the Borrower for its own account.

2.13.   General Provisions Regarding Payments .

(a)   All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent, for the account of the Lender, not later than 3:00 p.m. (New York City time) on the date due at 1345 Avenue of the Americas, 46th Floor, New York, New York  10105 or via wire transfer of immediately available funds to account number 2047628893919 maintained by the Administrative Agent with Bank of America (ABA No. 026 009 593) in New York City (or at such other location or bank account within the City and State of New York as may be designated by the Administrative Agent from time to time); funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next Business Day (except to the extent such delay in payment results solely from the Controlled Account Bank's failure to distribute funds on deposit in the Collection Account and available for distribution as of 3:00 p.m. on such Business Day in accordance with Section 2.10 or 2.12).

(b)   All payments in respect of the principal amount of any Revolving Loan (other than voluntary or mandatory prepayments of any Revolving Loan as provided in Section 2.4(c)) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c)   The Administrative Agent shall promptly distribute to the Lender at such address or via wire transfer as the Lender shall indicate in writing, all payments and prepayments of principal and interest due hereunder, together with all other amounts due with respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent.

(d)   Notwithstanding the foregoing provisions hereof, if the Lender makes Base Rate Loans in lieu of LIBOR Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e)   Subject to the proviso set forth in the definition of " Interest Period, " whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

(f)   The Borrower hereby authorizes the Administrative Agent to charge the Borrower's accounts with the Administrative Agent or any of its Affiliates in order to cause timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g)   The Administrative Agent shall give prompt telephonic notice to the Borrower and the Lender (confirmed in writing) if any payment is not made in conformity with this Section 2.13.  Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the Default Rate determined pursuant to Section 2.6 (if applicable) from the date such amount was due and payable until the date such amount is paid in full.

2.14.   Making or Maintaining LIBOR Rate Loans.

(a)   Inability to Determine Applicable Interest Rate .  In the event that the Administrative Agent shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Reset Date with respect to any LIBOR Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of Adjusted LIBOR Rate (" LIBOR Unavailability "), the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Lender of such determination, whereupon (i) no Revolving Loans may be made as LIBOR Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lender that the circumstances giving rise to such notice no longer exist, (ii) the Borrower shall have the right to rescind any Funding Notice previously given by the Borrower with respect to the Revolving Loans in respect of which such determination was made by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Administrative Agent gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lender), (iii) all then-existing Revolving Loans shall convert automatically to Base Rate Loans at the end of the then-applicable Interest Period if such circumstances still exist at such time and (iv) any subsequent borrowings shall be made as Base Rate Loans until such circumstances no longer exist.  At such time as the Administrative Agent shall notify the Borrower and the Lender that any period of LIBOR Unavailability has ended, on the first day of the Interest Period next following such determination, all Base Rate Loans carried by the Lender as a consequence of this Section 2.14(a) shall automatically convert to LIBOR Rate Loans having an initial Interest Period commencing on the first day of such Interest Period.

(b)   Illegality or Impracticability of LIBOR Rate Loans .  In the event that on any date the Lender shall have reasonably determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making or maintaining of its LIBOR Rate Loans (i) has become unlawful after the date hereof as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lender in that market, then, and in any such event, the Lender shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination.  Thereafter (1) the obligation of the Lender to make Revolving Loans as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the Lender at such time as the circumstances giving rise to such notice no longer exist, (2) to the extent such determination by the Lender relates to a LIBOR Rate Loan then being requested by the Borrower pursuant to a Funding Notice, the Lender shall make such Revolving Loan (or continue such Revolving Loan) as a Base Rate Loan, (3) the Lender's obligation to maintain its outstanding LIBOR Rate Loans (the " Affected Loans ") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by the Lender as described above relates to a LIBOR Rate Loan then being requested by the Borrower pursuant to a Funding Notice, the Borrower shall have the option, notwithstanding anything to the contrary in Section 2.1(b)(ii), to rescind such Funding Notice by giving notice (by telefacsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to the Lender).

(c)   Compensation for Breakage or Non-Commencement of Interest Periods .  The Borrower shall compensate the Lender, upon written request by the Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or calculated to be due and payable by the Lender to lenders of funds borrowed by it to make or carry its LIBOR Rate Loans and any loss, expense or liability sustained by the Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which the Lender would sustain: (i) if for any reason (other than a default by the Lender) a borrowing of any LIBOR Rate Loan does not occur on a date specified therefor in a Funding Notice; (ii) if any prepayment or other principal payment of any of its LIBOR Rate Loans occurs on any day other than the last day of an Interest Period applicable to that Revolving Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (iii) if any prepayment of any of its LIBOR Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

(d)   Booking of LIBOR Rate Loans .  The Lender may make, carry or transfer LIBOR Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

2.15.   Increased Costs; Capital Adequacy .

(a)   Compensation For Increased Costs and Taxes .  Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that the Lender shall determine (which determination shall, absent mani