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                                                                   Exhibit 10.36

                             ANNEX A---DEFINED TERMS


                   "ACCOUNTING DATE" means, with respect to any Determination
Date or any Settlement Date, the close of business on the day immediately
preceding such Determination Date or Settlement Date.

                  "ACCOUNTANTS' REPORT" means the report of a firm of nationally
recognized independent accountants described in SECTION 4.11 of the Sale and
Servicing Agreement.

                  "ACCRUAL PERIOD" means, a calendar month; provided that the
initial Accrual Period shall be the period from and including the day after the
initial Cutoff Date to and including July 31, 2004.

                  "ACT" has the meaning specified in SECTION 11.3 of the
Indenture.

                  "ADDITION NOTICE" means, with respect to any transfer of
Receivables to the Purchaser pursuant to SECTION 2.1 of the Sale and Servicing
Agreement, notice of the Seller's election to transfer Receivables to the
Purchaser, such notice to designate the related Funding Date and the aggregate
principal amount of Receivables to be transferred on such Funding Date,
substantially in the form of EXHIBIT H to the Sale and Servicing Agreement.

                  "ADVANCE" has the meaning set forth in paragraph 4 of the
recitals to the Note Purchase Agreement.

                  "ADVANCE AMOUNT" means with respect to the Receivables, an
amount equal to the least of (i) the excess of the Maximum Invested Amount over
the Invested Amount of the Note as of such Funding Date; and (ii) the excess of
the Net Borrowing Base (taking into account the amount of the Receivables to be
purchased on such Funding Date) over the Invested Amount of the Note as of such
Funding Date.

                  "ADVANCE RATE" as of any day means 73.5%.

                  "ADVANCE REQUEST" has the meaning set forth in Section 6.03(d)
of the Note Purchase Agreement.

                  "AFFILIATE" of any Person means any Person who directly or
indirectly controls, is controlled by, or is under direct or indirect common
control with such Person. For purposes of this definition, the term "CONTROL"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling", "CONTROLLED BY" and "UNDER COMMON CONTROL WITH" have meanings
correlative to the foregoing.

                  "AGGREGATE COLLATERAL BALANCE" means, as of any date of
determination, an amount equal to the sum of (i) (a) the Aggregate Principal
Balance of Eligible Receivables over (b) the Excess Concentration Amount, (ii)
the face amount of Eligible Investments, and (iii) Available Funds on deposit in
the Collection Account.

                  "AGGREGATE PRINCIPAL BALANCE" means, with respect to any date
of determination and with respect to the Receivables, the Eligible Receivables
or any specified portion thereof, as the case may be, the sum of the Principal
Balances for all Receivables, the Eligible Receivables or any specified portion
thereof, as the case may be (other than (i) any Receivable that became a
Liquidated Receivable prior to the end of the most recently ended Accrual Period
and (ii) any Receivable that became a Purchased Receivable prior to the end of
the most recently ended Accrual Period) as of the date of determination.

                  "AMORTIZATION PERIOD" means the period beginning on the
Facility Termination Date and ending on the Final Scheduled Settlement Date.

                  "AMOUNT FINANCED" means, with respect to a Receivable, the
aggregate amount advanced under such Receivable toward the purchase price of the
Financed Vehicle and any related costs, including amounts advanced in respect of
accessories, insurance premiums, service and warranty contracts, other items
customarily financed as part of retail automobile installment sale contracts or
promissory notes, and related costs.

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                  "ANNUAL PERCENTAGE RATE" or "APR" of a Receivable means the
annual percentage rate of finance charges or service charges, as stated in the
related Contract.

                  "APPLICABLE MARGIN" means (a) with respect to any day prior to
the commencement of the Amortization Period, 1.50% and (b) with respect to any
day on or after which the Amortization Period commences, the Default Applicable
Margin.

                  "ASSIGNMENT" means an assignment from the Seller to the
Purchaser with respect to the Receivables and Other Conveyed Property to be
conveyed by the Seller to the Purchaser on any Funding Date, in substantially
the form of EXHIBIT G to the Sale and Servicing Agreement.

                  "ASSUMPTION DATE" has the meaning set forth in SECTION 10.3(a)
of the Sale and Servicing Agreement.

                  "AUTHORIZED OFFICER" means, with respect to the Servicer or
Issuer, any officer or agent acting pursuant to a power of attorney of such
Person, who is authorized to act therefor and who is identified on the list of
Authorized Officers delivered by such Person to the Trustee and the Note
Purchaser on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).

                  "AVAILABLE FUNDS" means, for each Settlement Date, the sum of
the following amounts with respect to the preceding Accrual Period, without
duplication: (i) all collections on the Receivables; (ii) Net Liquidation
Proceeds received during the Accrual Period with respect to Liquidated
Receivables; (iii) all Purchase Amounts deposited in the Collection Account by
the related Determination Date pursuant to SECTION 5.6 of the Sale and Servicing
Agreement; (iv) Investment Earnings for the related Settlement Date; (v) all
amounts received pursuant to Receivable Insurance Policies with respect to any
Financed Vehicles; (vi) any amounts received by the Purchaser pursuant to the
Hedge Agreements; and (vii) the Purchase Price of any Receivable repurchased by
the Seller or the Purchaser during such Accrual Period.

                  "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as
amended from time to time, and as codified as 11 U.S.C. Section 101 ET SEQ.

                  "BACKUP SERVICER" means Wells Fargo Bank, National Association
in its capacity as Backup Servicer pursuant to the terms of the Servicing and
Lockbox Processing Assumption Agreement or such Person as shall have been
appointed Backup Servicer pursuant to Section 9.3(b) or 9.6 of the Sale and
Servicing Agreement.

                  "BACKUP SERVICING FEE" means (A) the fee payable to the Backup
Servicer so long as the Seller or any successor Servicer (other than the Backup
Servicer) is the Servicer, on each Settlement Date in the amount equal to $1,800
per data transmission received by the Backup Servicer pursuant to Section 4.14
of the Sale and Servicing Agreement and (B) any other amounts payable to the
Backup Servicer pursuant to the Fee Schedule

                  "BASIC DOCUMENTS" means the Indenture, the Sale and Servicing
Agreement, the Lockbox Agreement, the Note Purchase Agreement, the Hedge
Agreement, the Servicing and Lockbox Processing Assumption Agreement, the
Engagement Letter and other documents and certificates delivered in connection
therewith.

                  "BENEFIT PLAN" shall mean an "EMPLOYEE BENEFIT PLAN", as
defined in Section 3(3) of ERISA, which is subject to Title I of ERISA or any
"PLAN" as defined in Section 4975 of the Code.

                  "BORROWING BASE" means, as of any date of determination, an
amount equal to the sum of (i) (a) the excess of (I) the Aggregate Principal
Balance of Eligible Receivables over (II) the Excess Concentration Amount
MULTIPLIED by (b) the Advance Rate, and (ii) Available Funds (including any
Eligible Investments) on deposit in the Collection Account.

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                  "BORROWING BASE CERTIFICATE" means, with respect to any
transfer of Receivables, the certificate of the Servicer setting forth the
calculation of the Borrowing Base, substantially in the form of EXHIBIT A to the
Note Purchase Agreement.

                  "BORROWING BASE DEFICIENCY" means, as of any date of
determination, the positive excess, if any, of the Invested Amount over the
Borrowing Base.

                  "BUSINESS DAY" means any (i) day other than a Saturday, a
Sunday or other day on which commercial banks located in the states of
Minnesota, California or New York are authorized or obligated to be closed and
(ii) if the applicable Business Day relates to the determination of LIBOR, a day
which is a day described in clause (i) above and which is also a day for trading
by and between banks in the London interbank eurodollar market.

                  "CAP RATE" means, as of any date, the strike rate under the
Hedge Agreement then in effect between the Issuer and the Hedge Counterparty.

                  "CAPPED MONTHLY INTEREST" means with respect to any Settlement
Date, the lesser of (A) the Noteholder's Monthly Interest Distributable Amount
and (B) the sum of, for each day in the related Accrual Period, the product of
(i) the Cap Rate for such day, (ii) the notional amount of the Hedge Agreements
for such day and (iii) 1/360.

                  "CASUALTY" means, with respect to a Financed Vehicle, the
total loss or destruction of such Financed Vehicle.

                  "CHANGE OF CONTROL" means a change resulting when any
Unrelated Person or any Unrelated Persons, acting together, that would
constitute a Group together with any Affiliates or Related Persons thereof (in
each case also constituting Unrelated Persons) shall at any time either (i)
Beneficially Own more than 50% of the aggregate voting power of all classes of
Voting Stock of the Seller, or (ii) succeed in having sufficient of its or their
nominees elected to the Board of Directors of the Seller such that such nominees
when added to any existing director remaining on the Board of Directors of the
Seller after such election who is an Affiliate or Related Person of such Person
or Group, shall constitute a majority of the Board of Directors of the Seller.
As used herein, (a) "Beneficially Own" shall mean "beneficially own" as defined
in Rule 13d-3 of the Exchange Act, or any successor provision thereto; provided,
however, that, for purposes of this definition, a Person shall not be deemed to
Beneficially Own securities tendered pursuant to a tender or exchange offer made
by or on behalf of such Person or any of such Person's Affiliates until such
tendered securities are accepted for purchase or exchange; (b) "Group" shall
mean a "group" for purposes of Section 13(d) of the Exchange Act; (c) "Unrelated
Person" shall mean at any time any Person other than the Seller or any of its
Subsidiaries and other than any trust for any employee benefit plan of the
Seller or any of its Subsidiaries; (d) "Related Person" shall mean any other
Person owning (1) 5% or more of the outstanding common stock of such Person, or
(2) 5% or more of the Voting Stock of such Person; and (e) "Voting Stock" of any
Person shall mean the capital stock or other indicia of equity rights of such
Person which at the time has the power to vote for the election of one or more
members of the Board of Directors (or other governing body) of such Person.

                  "CLEARING AGENCY" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act, or any successor
provision thereto. The initial Clearing Agency shall be The Depository Trust
Company.

                  "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "CLOSING DATE" means June 30, 2004.

                  "CODE" means the Internal Revenue Code of 1986, as amended
from time to time, and Treasury Regulations promulgated thereunder.

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                  "COLLATERAL" has the meaning specified in the Granting Clause
of the Indenture.

                  "COLLECTION ACCOUNT" means the account designated as such,
established and maintained pursuant to SECTION 5.1 of the Sale and Servicing
Agreement.

                  "COMMISSION" means the United States Securities and Exchange
Commission.

                  "COMMITMENT" means the obligation of the Note Purchaser to
make Advances to the Issuer pursuant to the terms of the Note Purchase Agreement
and the other Basic Documents.

                  "CONCENTRATION LIMITS" means with respect to Eligible
Receivables:

                  (i) Eligible Receivables originated in any one state except
         California and Texas shall not at any time represent more than 10% of
         the Aggregate Principal Balance of the Eligible Receivables;

                  (ii) Eligible Receivables originated in California shall not
         in the aggregate at any time represent more than 20% of the Aggregate
         Principal Balance of the Eligible Receivables;

                  (iii) Eligible Receivables originated in Texas shall not in
         the aggregate at any time represent more than 20% of the Aggregate
         Principal Balance of the Eligible Receivables;

                  (iv) Eligible Receivables originated in California and Texas
         shall not in the aggregate at any time represent more than 35% of the
         Aggregate Principal Balance of the Eligible Receivables;

                  (v) Eligible Receivables originated in connection with the
         financing of used motor vehicles shall not at any time represent more
         than 90% of the Aggregate Principal Balance of the Eligible
         Receivables; and

                  (vi) Eligible Receivables the Obligors of which are the
         subject of Insolvency Events under Chapter 7 of the Bankruptcy Code and
         have completed a 341 Hearing shall not at any time represent more than
         3% of the Aggregate Principal Balance of the Eligible Receivables

                  (vii) Eligible Receivables owing by Obligors on active duty in
         the military shall not at any time represent more than 7.5% of the
         Aggregate Principal Balance of the Eligible Receivables;

                  (viii) Eligible Receivables originated by "independent"
         Dealers shall not at any time represent more than 10% of the Aggregate
         Principal Balance of the Eligible Receivables;

                  (ix) Eligible Receivables originated by Affiliates of rental
         car companies shall not at any time represent more than 5% of the
         Aggregate Principal Balance of the Eligible Receivables;

                   (x) Eligible Receivables originated under Seller's "First
         Time Buyer Program" shall not at any time represent more than 10% of
         the Aggregate Principal Balance of the Eligible Receivables;

                  (xi) Eligible Receivables originated under Seller's "Delta
         Program" shall not at any time represent more than 5% of the Aggregate
         Principal Balance of the Eligible Receivables;

                  (xii) Eligible Receivables originated under Seller's "Standard
         Program" shall not at any time represent more than 13% of the Aggregate
         Principal Balance of the Eligible Receivables;

                  (xiii) Eligible Receivables the Obligors of which shall have
         an aggregate weighted average credit score that shall not exceed 32.5;

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                  (xiv) as of any date, the Aggregate Principal Balance of
         Eligible Receivables with an original term greater than 60 months shall
         not exceed 30% of the Aggregate Principal Balance of all Eligible
         Receivables as of such date; and

                  (xv) as of any date, the Aggregate Principal Balance of
         Eligible Receivables with an original term greater than 60 months with
         respect to which the related Financed Vehicle is a used vehicle shall
         not exceed 60% of the Aggregate Principal Balance of all Eligible
         Receivables with an original term greater than 60 months as of such
         date.

                  "CONSOLIDATED TOTAL ADJUSTED EQUITY" of any Person means, with
respect to any fiscal quarter, the total shareholders' equity of such Person and
its consolidated Subsidiaries that, in accordance with generally accepted
accounting principles, is reflected on the consolidated balance sheet of such
Person and its consolidated Subsidiaries for such fiscal quarter, MINUS the
aggregate amount of such Person's intangible assets, including without
limitation, goodwill, franchises, licenses, patents, trademarks, tradenames,
copyrights and service marks.

                   "CONSUMER LAWS" means federal and State usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations B and Z, the Servicemembers Civil Relief Act, the Texas Consumer
Credit Code, the California Automobile Sales Finance Act, State adaptations of
the National Consumer Act and of the Uniform Consumer Credit Code and other
federal, State and local consumer credit laws and equal credit opportunity and
disclosure laws.

                  "CONTRACT" means a motor vehicle retail installment sale
contract or installment promissory note or security agreement relating to the
sale or refinancing of new or used automobiles, light duty trucks, vans or
minivans, and other writings related thereto from time to time.

                   "CORPORATE TRUST OFFICE" means with respect to the Trustee,
the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered which office is located at Sixth
Street and Marquette Avenue, MAC N93 11-161, Minneapolis, Minnesota 55479, or at
such other address as the Trustee may designate from time to time by notice to
the Note Purchaser, the Servicer, the Issuer, or the principal corporate trust
office of any successor Trustee (the address of which the successor Trustee will
notify the Note Purchaser).

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

                  "CRAM DOWN LOSS" means, with respect to a Receivable, if a
court of appropriate jurisdiction in an insolvency proceeding shall have issued
an order reducing the amount owed on a Receivable or otherwise modifying or
restructuring Scheduled Receivable Payments to be made on a Receivable, an
amount equal to such reduction in the Principal Balance of such Receivable or
the reduction in the net present value (using as the discount rate the lower of
the contract rate or the rate of interest specified by the court in such order)
of the Scheduled Receivable Payments as so modified or restructured. A "CRAM
DOWN LOSS" shall be deemed to have occurred on the date such order is entered.

                  "CUTOFF DATE" means, with respect to a Receivable or
Receivables, the date specified as such for such Receivable or Receivables in
the Schedule of Receivables attached to the Sale and Servicing Agreement or any
Assignment.

                  "DEALER" means, with respect to a Receivable, the seller of
the related Financed Vehicle, who originated and assigned such Receivable to the
Seller, which Dealer shall not be an Affiliate of the Seller (including, without
limitation, MFN Financial Corporation and TFC Enterprises, Inc.).

                  "DEFAULT" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.

                  "DEFAULT APPLICABLE MARGIN" means 2.00%.

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                   "DEFAULTED RECEIVABLE" means, with respect to any Receivable
as of any date, a Receivable with respect to which: (i) more than 10% of its
Scheduled Receivable Payment is more than 90 days past due as of the end of the
immediately preceding Accrual Period, (ii) the Servicer has repossessed the
related Financed Vehicle (and any applicable redemption or acceleration period
has expired) as of the end of the immediately preceding Accrual Period, or (iii)
such Receivable has been written off by the Servicer as uncollectible in
accordance with the Servicer's policies or the Servicer has determined in good
faith that payments thereunder are not likely to be resumed.

                  "DEFECTIVE RECEIVABLE" means a Receivable that is subject to
repurchase pursuant to SECTION 3.2 or SECTION 4.7 of the Sale and Servicing
Agreement.

                  "DEFICIENCY CLAIM AMOUNT" has the meaning set forth in SECTION
5.5(b) of the Sale and Servicing Agreement.

                  "DEFICIENCY CLAIM DATE" means, with respect to any Settlement
Date, the Business Day immediately preceding such Settlement Date.

                  "DEFICIENCY NOTICE" has the meaning set forth in SECTION
5.5(b) of the Sale and Servicing Agreement.

                  "DEFINITIVE NOTE" has the meaning specified in SECTION 2.5(c)
to the Indenture.

                  "DELIVERY" means, when used with respect to Pledged Account
Property:

                  (i) the perfection and priority of a security interest in such
Pledged Account Property which is governed by the law of a jurisdiction which
has adopted the 1978 Revision to Article 8 of the UCC (and not the 1994 Revision
to Article 8 of the UCC as referred to in (II) below):

                           (a) with respect to bankers' acceptances, commercial
         paper, negotiable certificates of deposit and other obligations that
         constitute "INSTRUMENTS" within the meaning of Section 9-102(a)(47) of
         the UCC and are susceptible of physical delivery, transfer thereof to
         the Trustee or its nominee or custodian by physical delivery to the
         Trustee or its nominee or custodian endorsed to, or registered in the
         name of, the Trustee or its nominee or custodian or endorsed in blank,
         and, with respect to a certificated security (as defined in Section
         8-102 of the UCC), transfer thereof (1) by delivery of such
         certificated security endorsed to, or registered in the name of, the
         Trustee or its nominee or custodian or endorsed in blank to a financial
         intermediary (as defined in Section 8-313 of the UCC) and the making by
         such financial intermediary of entries on its books and records
         identifying such certificated securities as belonging to the Trustee or
         its nominee or custodian and the sending by such financial intermediary
         of a confirmation of the purchase of such certificated security by the
         Trustee or its nominee or custodian, or (2) by delivery thereof to a
         "CLEARING CORPORATION" (as defined in Section 8-102(3) of the UCC) and
         the making by such clearing corporation of appropriate entries on its
         books reducing the appropriate securities account of the transferor and
         increasing the appropriate securities account of a financial
         intermediary by the amount of such certificated security, the
         identification by the clearing corporation of the certificated
         securities for the sole and exclusive account of the financial
         intermediary, the maintenance of such certificated securities by such
         clearing corporation or a "CUSTODIAN BANK" (as defined in Section
         8-102(4) of the UCC) or the nominee of either subject to the clearing
         corporation's exclusive control, the sending of a confirmation by the
         financial intermediary of the purchase by the Trustee or its nominee or
         custodian of such securities and the making by such financial
         intermediary of entries on its books and records identifying such
         certificated securities as belonging to the Trustee or its nominee or
         custodian (all of the foregoing, "PHYSICAL PROPERTY"), and, in any
         event, any such Physical Property in registered form shall be in the
         name of the Trustee or its nominee or custodian; and such additional or
         alternative procedures as may hereafter become appropriate to effect
         the complete transfer of ownership of any such Pledged Account Property
         to the Trustee or its nominee or custodian, consistent with changes in
         applicable law or regulations or the interpretation thereof;

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                           (b) with respect to any security issued by the U.S.
         Treasury, the Federal Home Loan Mortgage Corporation or by the Federal
         National Mortgage Association that is a book-entry security held
         through the Federal Reserve System pursuant to Federal book-entry
         regulations, the following procedures, all in accordance with
         applicable law, including applicable Federal regulations and Articles 8
         and 9 of the UCC: book-entry registration of such Pledged Account
         Property to an appropriate book-entry account maintained with a Federal
         Reserve Bank by a financial intermediary which is also a "DEPOSITORY"
         pursuant to applicable Federal regulations and issuance by such
         financial intermediary of a deposit advice or other written
         confirmation of such book-entry registration to the Trustee or its
         nominee or custodian of the purchase by the Trustee or its nominee or
         custodian of such book-entry securities; the making by such financial
         intermediary of entries in its books and records identifying such
         book-entry security held through the Federal Reserve System pursuant to
         Federal book-entry regulations as belonging to the Trustee or its
         nominee or custodian and indicating that such custodian holds such
         Pledged Account Property solely as agent for the Trustee or its nominee
         or custodian; and such additional or alternative procedures as may
         hereafter become appropriate to effect complete transfer of ownership
         of any such Pledged Account Property to the Trustee or its nominee or
         custodian, consistent with changes in applicable law or regulations or
         the interpretation thereof; and

                           (c) with respect to any item of Pledged Account
         Property that is an uncertificated security under Article 8 of the UCC
         and that is not governed by CLAUSE (b) above, registration on the books
         and records of the issuer thereof in the name of the financial
         intermediary, the sending of a confirmation by the financial
         intermediary of the purchase by the Trustee or its nominee or custodian
         of such uncertificated security, the making by such financial
         intermediary of entries on its books and records identifying such
         uncertificated certificates as belonging to the Trustee or its nominee
         or custodian; or

                  (ii) the perfection and priority of a security interest in
such Pledged Account Property which is governed by the law of a jurisdiction
which has adopted the 1994 Revision to Article 8 of the UCC:

                           (a) with respect to bankers' acceptances, commercial
         paper, negotiable certificates of deposit and other obligations that
         constitute "INSTRUMENTS" within the meaning of Section 9-102(a)(47) of
         the UCC (other than certificated securities) and are susceptible of
         physical delivery, transfer thereof to the Trustee by physical delivery
         to the Trustee, indorsed to, or registered in the name of, the Trustee
         or its nominee or indorsed in blank and such additional or alternative
         procedures as may hereafter become appropriate to effect the complete
         transfer of ownership of any such Pledged Account Property to the
         Trustee free and clear of any adverse claims, consistent with changes
         in applicable law or regulations or the interpretation thereof;

                           (b) with respect to a "CERTIFICATED SECURITY" (as
         defined in Section 8-102(a)(4) of the UCC), transfer thereof:

                                    (1) by physical delivery of such
                  certificated security to the Trustee, PROVIDED that if the
                  certificated security is in registered form, it shall be
                  indorsed to, or registered in the name of, the Trustee or
                  indorsed in blank;

                                    (2) by physical delivery of such
                  certificated security in registered form to a "SECURITIES
                  INTERMEDIARY" (as defined in Section 8-102(a)(l4) of the UCC)
                  acting on behalf of the Trustee if the certificated security
                  has been specially endorsed to the Trustee by an effective
                  endorsement.

                           (c) with respect to any security issued by the U.S.
         Treasury, the Federal Home Loan Mortgage Corporation or by the Federal
         National Mortgage Association that is a book-entry security held
         through the Federal Reserve System pursuant to Federal book entry
         regulations, the following procedures, all in accordance with
         applicable law, including applicable federal regulations and Articles 8
         and 9 of the UCC: book-entry registration of such property to an
         appropriate book-entry account maintained with a Federal Reserve Bank
         by a securities intermediary which is also a "DEPOSITARY" pursuant to


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         applicable federal regulations and issuance by such securities
         intermediary of a deposit advice or other written confirmation of such
         book-entry registration to the Trustee of the purchase by the
         securities intermediary on behalf of the Trustee of such book-entry
         security; the making by such securities intermediary of entries in its
         books and records identifying such book-entry security held through the
         Federal Reserve System pursuant to Federal book-entry regulations as
         belonging to the Trustee and indicating that such securities
         intermediary holds such book-entry security solely as agent for the
         Trustee; and such additional or alternative procedures as may hereafter
         become appropriate to effect complete transfer of ownership of any such
         Pledged Account Property to the Trustee free of any adverse claims,
         consistent with changes in applicable law or regulations or the
         interpretation thereof;

                           (d) with respect to any item of Pledged Account
         Property that is an "UNCERTIFICATED SECURITY" (as defined in Section
         8-1 02(a)(18) of the UCC) and that is not governed by CLAUSE (c) above,
         transfer thereof:

                                    (1)(A) by registration to the Trustee as the
                  registered owner thereof, on the books and records of the
                  issuer thereof;

                                    (B) by another Person (not a securities
                  intermediary) who either becomes the registered owner of the
                  uncertificated security on behalf of the Trustee, or having
                  become the registered owner acknowledges that it holds for the
                  Trustee;

                                    (2) the issuer thereof has agreed that it
                  will comply with instructions originated by the Trustee
                  without further consent of the registered owner thereof;

                           (e) with respect to a "SECURITY ENTITLEMENT" (as
         defined in Section 8-I 02(a)( 17) of the UCC):

                                    (1) if a securities intermediary (A)
                  indicates by book entry that a "FINANCIAL ASSET" (as defined
                  in Section 8-1 02(a)(9) of the UCC) has been credited to the
                  Trustee's "SECURITIES ACCOUNT" (as defined in Section 8-501(a)
                  of the UCC), (B) receives a financial asset (as so defined)
                  from the Trustee or acquires a financial asset for the
                  Trustee, and in either case, accepts it for credit to the
                  Trustee's securities account (as so defined), (C) becomes
                  obligated under other law, regulation or rule to credit a
                  financial asset to the Trustee's securities account, or (D)
                  has agreed that it will comply with "ENTITLEMENT ORDERS" (as
                  defined in Section 8-1 02(a)(8) of the UCC) originated by the
                  Trustee, without further consent by the "ENTITLEMENT HOLDER"
                  (as defined in Section 8-l02(a)(7) of the UCC), of a
                  confirmation of the purchase and the making by such securities
                  intermediary of entries on its books and records identifying
                  as belonging to the Trustee of (I) a specific certificated
                  security in the securities intermediary's possession, (II) a
                  quantity of securities that constitute or are part of a
                  fungible bulk of certificated securities in the securities
                  intermediary's possession, or (III) a quantity of securities
                  that constitute or are part of a fungible bulk of securities
                  shown on the account of the securities intermediary on the
                  books of another securities intermediary;

                           (f) in each case of delivery contemplated pursuant to
         CLAUSES (A) through (E) of SUBSECTION (II) hereof, the Trustee shall
         make appropriate notations on its records, and shall cause the same to
         be made on the records of its nominees, indicating that such Trust
         Property which constitutes a security is held in trust pursuant to and
         as provided in the Sale and Servicing Agreement.

                  "DETERMINATION DATE" means, with respect to any Settlement
Date, the fourth Business Day immediately preceding such Settlement Date.

                  "DOLLAR" means lawful money of the United States.

                  "DRAW DATE" means, with respect to any Settlement Date, the
third Business Day immediately preceding such Settlement Date.

                                       8
<PAGE>

                  "ELIGIBLE ACCOUNT" means either (i) a segregated trust account
that is maintained with a depository institution acceptable to the Note
Purchaser, or (ii) a segregated direct deposit account maintained with a
depository institution or trust company organized under the laws of the United
States of America, or any of the States thereof, or the District of Columbia,
having a certificate of deposit, short-term deposit or commercial paper rating
of at least "A-1+" by Standard & Poor's and "P-1" by Moody's and acceptable to
the Note Purchaser.

                  "ELIGIBLE INVESTMENTS" mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

                           (a) direct obligations of, and obligations fully
         guaranteed as to the full and timely payment by, the United States of
         America;

                           (b) demand deposits, time deposits or certificates of
         deposit of any depository institution or trust company incorporated
         under the laws of the United States of America or any State thereof (or
         any domestic branch of a foreign bank) and subject to supervision and
         examination by Federal or State banking or depository institution
         authorities; PROVIDED, HOWEVER, that at the time of the investment or
         contractual commitment to invest therein, the commercial paper or other
         short-term unsecured debt obligations (other than such obligations the
         rating of which is based on the credit of a Person other than such
         depository institution or trust company) thereof shall be rated "A-1+"
         by Standard & Poor's and "P-1" by Moody's;

                           (c) commercial paper that, at the time of the
         investment or contractual commitment to invest therein, is rated "A-1+"
         by Standard & Poor's and "P-1" by Moody's;

                           (d) bankers' acceptances issued by any depository
         institution or trust company referred to in CLAUSE (B) above;

                           (e) repurchase obligations with respect to any
         security that is a direct obligation of, or fully guaranteed as to the
         full and timely payment by, the United States of America or any agency
         or instrumentality thereof the obligations of which are backed by the
         full faith and credit of the United States of America, in either case
         entered into with (i) a depository institution or trust company (acting
         as principal) described in CLAUSE (b) or (ii) a depository institution
         or trust company whose commercial paper or other short term unsecured
         debt obligations are rated "A-1+" by Standard & Poor's and "P-1" by
         Moody's and long term unsecured debt obligations are rated "AAA" by
         Standard & Poor's and "AAA" by Moody's;

                           (f) with the prior written consent of the Note
         Purchaser, money market mutual funds registered under the Investment
         Company Act of 1940, as amended, having a rating, at the time of such
         investment, from each of the Rating Agencies in the highest investment
         category granted thereby; and

                           (g) any other investment as may be acceptable to the
         Note Purchaser, as evidenced by a writing to that effect, as may from
         time to time be confirmed in writing to the Trustee by the Note
         Purchaser, so long as the Note Purchaser and the Trustee has received
         written notification from each Rating Agency that the acquisition of
         such investment will satisfy the Rating Agency Condition.

                  Any of the foregoing Eligible Investments may be purchased by
or through the Trustee or any of its Affiliates.

                  "ELIGIBLE RECEIVABLES" means, as of any date of determination,
Receivables (a) with respect to each of which no more than 10% of its Scheduled
Receivable Payment is no more than 45 days contractually delinquent as of the
end of the immediately preceding Accrual Period, (b) that are not Liquidated
Receivables, (c) that are not Repossessed Receivables, (d) that are not
Defective Receivables; (e) that are not listed on Schedule A to the Trust
Receipt (unless subsequently cured); (f) that have the characteristics set forth
in SECTION 3.1 of the Sale and Servicing Agreement; and (g) that have not been
in the Borrowing Base for more than twelve months.

                                       9
<PAGE>

                  "ELIGIBLE SERVICER" means a Person approved to act as
"SERVICER" under the Sale and Servicing Agreement by the Note Purchaser.

                  "ENGAGEMENT LETTER" means the letter agreement dated as of
April 27, 2004, entered between CPS and UBS Securities LLC.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                   "EVENT OF DEFAULT" has the meaning specified in SECTION 5.1
of the Indenture.

                  "EXCESS CONCENTRATION AMOUNT" means the aggregate amount by
which (without duplication), the Aggregate Principal Amount of Eligible
Receivables sold to the Purchaser hereunder exceeds any of the Concentration
Limits; provided, however, that in determining which Receivables to exclude for
purposes of complying with any Concentration Limit, the Seller shall exclude
Receivables starting with those having the most recent origination dates.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXECUTIVE OFFICER" means, with respect to any corporation,
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; with respect to any limited liability company,
the manager, and with respect to any partnership, any general partner thereof.

                  "FACILITY TERMINATION DATE" means the earlier of (I) the first
to occur of (A) the Scheduled Maturity Date or (B) the date of the occurrence of
a Funding Termination Event specified in clauses (iv) through (vii) of the
definition thereof, (II) the date of the occurrence of a Funding Termination
Event specified in clauses (i) through (iii) of the definition thereof, and
(III) any anniversary of the Closing Date to the extent that the Note Purchaser
has delivered notice of termination to the Issuer and the Seller no earlier than
90 days and no later than 30 days prior to such anniversary.

                  "FDIC" means the Federal Deposit Insurance Corporation.

                  "FEE SCHEDULE" means that certain notice captioned "Schedule
of Fees for CPS - UBS Warehouse" from Wells Fargo Bank, National Association, as
acknowledged by the Servicer as of June 30, 2004.

                  "FINAL SCHEDULED SETTLEMENT DATE" means the Settlement Date
occurring on or after the date that is four months after the Facility
Termination Date.

                  "FINANCED VEHICLE" means a new or used automobile, light
truck, van or minivan, together with all accessions thereto, securing an
Obligor's indebtedness under a Receivable.

                  "FINANCIAL STATEMENTS" has the meaning set forth in SECTION
5.02(e) of the Note Purchase Agreement.

                  "FUNDING DATE" shall mean the Business Day on which an Advance
occurs.

                  "FUNDING TERMINATION EVENT" means the occurrence of any one of
the following events, unless waived in writing by the Note Purchaser: (i) an
Event of Default; (ii) failure by the Seller or the Servicer to repurchase any
Receivable in accordance with the terms of the Sale and Servicing Agreement;
(iii) CPS or an Affiliate thereof shall no longer be the Servicer under the Sale
and Servicing Agreement; (iv) CPS is terminated as servicer under any other sale
and servicing agreement relating to a term securitization or warehouse financing
facility (other than a term securitization or a warehouse financing facility,
with respect to which CPS is only in the capacity of a third-party servicer and
owns no residual interest therein and the related retail motor vehicle
installment sale contracts of which were not originated or purchased by CPS or
its Affiliates); (v) failure by the Issuer or the Servicer to accept the
proposed assignee in accordance with Section 8.03(c)(iii) of the Note Purchase
Agreement; (vi) Charles E. Bradley, Sr. becomes an officer, director or employee
of the Seller; and (vii) the shadow assessment of the Notes shall be below BBB
by Standard & Poor's or BAA3 by Moody's and the Noteholder shall have declared
that a Funding Termination Event has occurred.

                                       10
<PAGE>

                  "GAAP" means generally accepted accounting principles
occasioned by the promulgation of rules, regulations, pronouncements or opinions
by the Financial Accounting Standards Board, the American institute of Certified
Public Accountants or the Securities and Exchange Commission (or successors
thereto or agencies with similar functions) from time to time.

                  "GOVERNMENTAL AUTHORITY" means the United States of America,
any state, local or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory, or administrative
functions thereof pertaining thereto.

                  "GRANT" means to mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, grant a lien upon
and a security interest in and right of set-off against, deposit, set over and
confirm pursuant to the Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring proceedings in the name of the granting party or otherwise and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

                  "HEDGE AGREEMENT" means, an interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, and all other
agreements or arrangements designed to protect a Person against fluctuations in
interest rate, in each case in a notional amount equal to the principal amount
of all Advances and in form and substance satisfactory to the Note Purchaser,
including but not limited to the master agreement, between the Issuer and a
Hedge Counterparty, and all schedules and confirmations in connection therewith;
PROVIDED THAT the Rating Agency Condition shall have been satisfied with respect
to such Hedge Agreement (other than an interest rate cap agreement).

                  "HEDGE COUNTERPARTY" means any entity acceptable to the Note
Purchaser and the Issuer that enters into a Hedge Agreement with the Issuer.

                  "HEDGE COUNTERPARTY SCHEDULED FEES" means the fees due and
owing to the Hedge Counterparty pursuant to the Hedge Agreement other than the
Hedge Counterparty Termination Fees.

                  "HEDGE COUNTERPARTY TERMINATION FEES" has the meaning assigned
to such term in the Hedge Agreement.

                  "HOLDER" or "NOTEHOLDER" means the Person in whose name the
Note is registered on the Note Register, which shall initially be UBS.

                  "INDEBTEDNESS" means, with respect to any Person at any time,
(a) indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (b)
obligations of such Person as lessee under leases which should be, in accordance
with generally accepted accounting principles, recorded as capital leases; (c)
current liabilities of such Person in respect of unfunded vested benefits under
plans covered by Title IV of ERISA; (d) obligations issued for or liabilities
incurred on the account of such Person; (e) obligations or liabilities of such
Person arising under acceptance facilities; (f) obligations of such Person under
any guarantees, endorsements (other than for collection or deposit in the
ordinary course of business) and other contingent obligations to purchase, to
provide funds for payment, to supply funds to invest in any Person or otherwise
to assure a creditor against loss; (g) obligations of such Person secured by any
lien on property or assets of such Person, whether or not the obligations have
been assumed by such Person; or (h) obligations of such Person under any
interest rate or currency exchange agreement.

                                       11
<PAGE>

                  "INDENTURE" means the Indenture dated as of June 30, 2004,
among the Issuer, UBS, as Noteholder, and Wells Fargo Bank, National
Association, as Trustee, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

                  "INDEPENDENT" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Note, the Seller and any Affiliate of any of the foregoing
persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing Persons and (c) is not connected with the
issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

                  "INELIGIBLE RECEIVABLE" means any Receivable other than an
Eligible Receivable.

                  "INITIAL ADVANCE" means, the first Advance that is funded on
or after the Closing Date.

                  "INSOLVENCY EVENT" means, with respect to a specified Person,
(a) the institution of a proceeding or the filing of a petition against such
Person seeking the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial part
of its property in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, seeking
the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or ordering the winding-up or liquidation of such Person's
affairs, and such proceeding or petition, decree or order shall remain unstayed
or undismissed for a period of 60 consecutive days or an order or decree for the
requested relief is earlier entered or issued; or (b) the commencement by such
Person of a voluntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by
such Person to the entry of an order for relief in an involuntary case under any
such law, or the consent by such Person to the appointment of or taking
possession by, a receiver, liquidator, assignee, custodian, trustee,
sequestrator, or similar official for such Person or for any substantial part of
its property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its debts
as such debts become due, or the taking of action by such Person in furtherance
of any of the foregoing.

                   "INTEREST PERIOD" means, with respect to the Note and any
Settlement Date, the Accrual Period most recently ended as of such Settlement
Date.

                  "INVESTED AMOUNT" means, with respect to any date of
determination, the aggregate principal amount (including all Advance Amounts as
of such date) of the Note Outstanding at such date of determination.

                  "INVESTMENT COMPANY ACT" has the meaning set forth in SECTION
5.01 of the Note Purchase Agreement.

                  "INVESTMENT EARNINGS" means, with respect to any Settlement
Date and any Pledged Account, the investment earnings on Pledged Account
Property and deposited into such Pledged Account during the related Accrual
Period pursuant to SECTION 5.1(f) of the Sale and Servicing Agreement.

                  "ISSUER" means Page Funding LLC until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision
contained herein, each other obligor on the Note.

                  "ISSUER ORDER" and "ISSUER REQUEST" means a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Trustee.

                  "LIBOR" means the rate for one-month deposits in U.S. dollars,
which rate is determined on a daily basis by the Noteholder by reference to the
British Bankers' Association LIBOR Rates on Bloomberg (or such other service or
services as may be nominated by the British Bankers' Association for the purpose
of displaying London interbank offered rates for U.S. dollar deposits) on such
date (or, if such date is not a Business Day, on the immediately preceding


                                       12
<PAGE>

Business Day) at or about 11 a.m. New York City time; PROVIDED, HOWEVER, that if
no rate appears on Bloomberg on any date of determination, LIBOR shall mean the
rate for one-month deposits in U.S. Dollars which appears on the Telerate Page
3750 on any such date of determination; PROVIDED FURTHER, that if no rate
appears on either Bloomberg or such Telerate Page 3750, on any such date of
determination LIBOR shall be determined as follows:

                  LIBOR will be determined at approximately 11:00 a.m., New York
City time, on such day on the basis of (a) the arithmetic mean of the rates at
which one-month deposits in U.S. dollars are offered to prime banks in the
London interbank market by four (4) major banks in the London interbank market
selected by the Noteholder and in a principal amount of not less than
$75,000,000 that is representative for a single transaction in such market at
such time, if at least two (2) such quotations are provided, or (b) if fewer
than two (2) quotations are provided as described in the preceding clause (a),
the arithmetic mean of the rates, as requested by the Noteholder, quoted by
three (3) major banks in New York City, selected by the Noteholder, at
approximately 11:00 A.M., New York City time, on such day, one-month deposits in
United States dollars to leading European banks and in a principal amount of not
less than $75,000,000 that is representative for a single transaction in such
market at such time.

                  "LIEN" means a security interest, lien, charge, pledge,
equity, or encumbrance of any kind, other than tax liens, mechanics' liens and
any liens that attach to the respective Receivable by operation of law as a
result of an Obligor's failure to pay an obligation.

                  "LIEN CERTIFICATE" means, with respect to a Financed Vehicle,
an original certificate of title, certificate of lien or other notification
issued by the Registrar of Titles of the applicable state to a secured party
which indicates that the lien of the secured party on the Financed Vehicle is
recorded on the original certificate of title. In any jurisdiction in which the
original certificate of title is required to be given to the obligor, the term
"LIEN CERTIFICATE" shall mean only a certificate or notification issued to a
secured party.

                  "LIQUIDATED RECEIVABLE" means any Receivable (i) which has
been liquidated by the Servicer through the sale of the Financed Vehicle or (ii)
for which the related Financed Vehicle has been repossessed and 90 days have
elapsed since the date of such repossession or (iii) as to which an Obligor has
failed to make more than 90% of a Scheduled Receivable Payment of more than ten
dollars for 120 (or, if the related Financed Vehicle has been repossessed, 210)
or more days as of the end of a Accrual Period or (iv) with respect to which
proceeds have been received which, in the Servicer's judgment, constitute the
final amounts recoverable in respect of such Receivable. For purposes of this
definition, a Receivable shall be deemed a "Liquidated Receivable" upon the
first to occur of the events specified in items (i) through (iv) of the previous
sentence.

                   "LOCKBOX ACCOUNT" means an account maintained on behalf of
the Trustee by the Lockbox Bank pursuant to SECTION 4.2(B) of the Sale and
Servicing Agreement.

                  "LOCKBOX AGREEMENT" means the Multiparty Agreement Relating to
Lockbox Services, dated as of June 30, 2004, by and among the Lockbox Processor,
the Purchaser, the Servicer and the Trustee, as such agreement may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, unless the Trustee shall cease to be a party thereunder, or such
agreement shall be terminated in accordance with its terms, in which event
"LOCKBOX AGREEMENT" shall mean such other agreement, in form and substance
acceptable to the Noteholder, among the Servicer, the Purchaser, and the Lockbox
Processor and any other appropriate parties.

                  "LOCKBOX BANK" means as of any date a depository institution
named by the Servicer and acceptable to the Noteholder at which the Lockbox
Account is established and maintained as of such date.

                  "LOCKBOX PROCESSOR" means Regulus West, LLC and its successors
and assigns.

                  "LOSS RATIO" means, as of any date, the average of the loss
ratios (expressed as a percentage) for the three Accrual Periods immediately
preceding such date, as computed based on the methodology set forth in the
Servicer's then most recent report on Form 10-Q or Form 10-K, as applicable, for
calculation of net losses on Receivables originated and serviced by the Servicer
(excluding receivables acquired in mergers or acquisitions).

                                       13
<PAGE>

                  "MATERIAL ADVERSE CHANGE" means (a) in respect of any Person,
a material adverse change in (i) the business, financial condition, results of
operations or properties of such Person or any of its Subsidiaries or
Affiliates, or (ii) the ability of such Person to perform its obligations under
any of the Basic Documents to which it is a party, (b) in respect of any
Receivable, a material adverse change in (i) the value or marketability of such
Receivable, or (ii) the probability that amounts now or hereafter due in respect
of such Receivable will be collected on a timely basis, in each case in a manner
that materially and adversely affects the Noteholder or (c) the ability of the
Trustee on behalf of the Noteholder to realize the benefits of the security
afforded under the Basic Documents.

                  "MAXIMUM INVESTED AMOUNT" means  $100,000,000.

                  "MOODY'S" means Moody's Investors Service, Inc., or its
successor.

                  "NET BORROWING BASE" means, as of any date of determination,
an amount equal to the Borrowing Base less any Available Funds (including any
Eligible Investments) on deposit in the Collection Account

                  "NET LIQUIDATION PROCEEDS" means, with respect to a Liquidated
Receivable, all amounts realized with respect to such Receivable (other than
amounts withdrawn from the Reserve Account) net of (i) reasonable expenses
incurred by the Servicer in connection with the collection of such Receivable
and the repossession and disposition of the Financed Vehicle and the reasonable
cost of legal counsel with the enforcement of a Liquidated Receivable and (ii)
amounts that are required to be refunded to the Obligor on such Receivable;
PROVIDED, however, that the Net Liquidation Proceeds with respect to any
Receivable shall in no event be less than zero.

                  "NET SPREAD" means on any date a rate per annum equal to the
difference of the (x) weighted average APR of the Eligible Receivables minus (y)
the sum of (i) the Servicing Fee Percentage, (ii) the per annum rate used to
compute the Backup Servicer's Fee, and (iii) the product of (1) the sum of (a)
the Cap Rate, (b) the per annum rate used to compute the Trustee's Fee, (c) the
per annum rate used to compute the Hedge Counterparty Scheduled Fees and (d)
1.5% and (2) the Advance Rate.

                  "NOTE" means the Floating Rate Variable Funding Note,
substantially in the form of the Note set forth in EXHIBIT A-1 to the Indenture.

                  "NOTE DISTRIBUTION ACCOUNT" means the account designated as
such, established and maintained pursuant to SECTION 5.1 of the Sale and
Servicing Agreement.

                  "NOTE INTEREST RATE" means for any day during the Interest
Period the sum of (i) LIBOR for such day and (ii) the Applicable Margin;
PROVIDED, HOWEVER, that the Note Interest Rate will in no event be higher than
the maximum rate permitted by law.

                  "NOTE PAYING AGENT" means the Trustee or any other Person that
meets the eligibility standards for the Trustee specified in SECTION 6.11 of the
Indenture and is authorized by the Issuer to make the payments to and
distributions from the Collection Account and the Note Distribution Account,
including payment of principal of or interest on the Note on behalf of the
Issuer.

                  "NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement
dated as of June 30, 2004 among UBS, the Issuer and the Servicer, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.

                  "NOTE PURCHASER" means UBS and its successors and permitted
assigns.

                  "NOTE REGISTER" and "NOTE REGISTRAR" have the respective
meanings specified in Section 2.4 of the Indenture.

                  "NOTEHOLDER" means the Person in whose name a Note is
registered on the Note Register.

                                       14
<PAGE>

                  "NOTEHOLDER'S INTEREST CARRYOVER SHORTFALL" means, with
respect to any Settlement Date, the excess of the Noteholder's Interest
Distributable Amount for the preceding Settlement Date over the amount that was
actually deposited in the Note Distribution Account on such preceding Settlement
Date on account of the Noteholder's Interest Distributable Amount.

                  "NOTEHOLDER'S INTEREST DISTRIBUTABLE AMOUNT" means, with
respect to any Settlement Date, the sum of the Noteholder's Monthly Interest
Distributable Amount for such Settlement Date and the Noteholder's Interest
Carryover Shortfall for such Settlement Date, if any, plus interest on the
Noteholder's Interest Carryover Shortfall, to the extent permitted by law, at
the Note Interest Rate for the related interest Period(s), from and including
the preceding Settlement Date to, but excluding, the current Settlement Date.
                  "NOTEHOLDER'S MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means,
with respect to any Settlement Date, the sum of the product of (i) the Note
Interest Rate for each day during such Interest Period, (ii) the Invested Amount
for each day during such Interest Period and (iii) 1/360.

                   "NOTEHOLDER'S PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Settlement Date (other than the Final Scheduled Settlement Date)
(A) (i) prior to the Facility Termination Date or (ii) upon and after the
Facility Termination Date that results upon the occurrence of any event
specified in clauses (I) and (III) of the definition thereof, the Borrowing Base
Deficiency, if any, and (B) upon and after the Facility Termination Date that
results upon the occurrence of any event specified in clause (II) of the
definition thereof, the aggregate outstanding principal amount of the Note. The
Noteholder's Principal Distributable Amount on the Final Scheduled Settlement
Date will equal the aggregate outstanding principal amount of the Note.

                   "OBLIGOR" on a Receivable means the purchaser or
co-purchasers of the Financed Vehicle and any other Person who owes payments
under the Receivable.

                  "OFFICER'S CERTIFICATE" means a certificate signed by the
chairman of the board, the president, any vice chairman of the board, any vice
president, the treasurer, the controller or assistant treasurer or any assistant
controller, secretary or assistant secretary of the Seller, the Purchaser or the
Servicer, as appropriate.

                  "OPINION COLLATERAL" has the meaning set forth in the Section
3.6(a) of the Indenture.

                  "OPINION OF COUNSEL" means a written opinion of counsel who
may be but need not be counsel to the Purchaser, the Seller or the Servicer,
which counsel shall be reasonably acceptable to the Trustee and the Noteholder
and which opinion shall be reasonably acceptable in form and substance to the
Trustee and to the Noteholder.

                   "OTHER CONVEYED PROPERTY" means all property conveyed by the
Seller to the Purchaser pursuant to SECTIONS 2.1 (a)(ii) through (x) of the Sale
and Servicing Agreement and Section 2 of each Assignment.

                  "OUTSTANDING" means, as of the date of determination, the Note
theretofore authenticated and delivered under the Indenture except:

                  (i) the Note theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation;

                  (ii) the Note the payment for which money in the necessary
         amount has been theretofore deposited with the Trustee or any Note
         Paying Agent in trust for the Holder of the Note (provided, however,
         that if the Note is to be prepaid, notice of such prepayment has been
         duly given pursuant to this Indenture, satisfactory to the Trustee);
         and

                  (iii) the Note in exchange for or in lieu of another Note
         which have been authenticated and delivered pursuant to this Indenture
         unless proof satisfactory to the Trustee is presented that any Note is
         held by a bona fide purchaser.

                                       15
<PAGE>

                   "PERSON" means any individual, corporation, estate,
partnership, limited liability company, joint venture, association, joint stock
company, trust (including any beneficiary thereof), unincorporated organization
or government or any agency or political subdivision thereof.

                  "PHYSICAL PROPERTY" has the meaning assigned to such term in
the definition of "Delivery" above.

                  "PLEDGED ACCOUNT PROPERTY" means the Pledged Accounts, all
amounts and investments held from time to time in any Pledged Account (whether
in the form of deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise), and all proceeds of the foregoing.

                  "PLEDGED ACCOUNTS" has the meaning assigned thereto in SECTION
5.1(e) of the Sale and Servicing Agreement.

                  "POST-OFFICE BOX" means the separate post-office box in the
name of the Purchaser for the benefit of the Trustee acting on behalf of the
Noteholder, established and maintained pursuant to SECTION 4.2 of the Sale and
Servicing Agreement.

                  "PRINCIPAL BALANCE" of a Receivable, as of the close of
business on the last day of an Accrual Period, means the Amount Financed minus
the sum of the following amounts without duplication: (i) in the case of a Rule
of 78's Receivable, that portion of all Scheduled Receivable Payments actually
received on or prior to such day allocable to principal using the actuarial or
constant yield method; (ii) in the case of a Simple Interest Receivable, that
portion of all Scheduled Receivable Payments actually received on or prior to
such day allocable to principal using the Simple Interest Method; (iii) any
payment of the Purchase Amount with respect to the Receivable allocable to
principal; (iv) any Cram Down Loss in respect of such Receivable; and (v) any
prepayment in full or any partial prepayment applied to reduce the principal
balance of the Receivable.

                  "PRINCIPAL FUNDING ACCOUNT" has the meaning specified in
SECTION 5.1(c) of the Sale and Servicing Agreement.

                  "PROCEEDING" means any suit in equity, action at law or other
judicial or administrative proceeding.

                  "PROGRAM" has the meaning specified in SECTION 4.11 of the
Sale and Servicing Agreement.

                   "PURCHASE AMOUNT" means, on any date with respect to a
Defective Receivable, the Principal Balance and all accrued and unpaid interest
on the Receivable as of such date (which in the case of a Rule 78's Receivable
shall include, without limitation, a full month's interest in the month of
purchase at the related APR), after giving effect to the receipt of any moneys
collected (from whatever source) on such Receivable, if any, as of such date.

                  "PURCHASE PRICE" means, with respect to each Receivable and
related Other Conveyed Property transferred to the Purchaser on the Closing Date
or on any Funding Date, an amount equal to the Principal Balance of such
Receivable as of the Closing Date or such Funding Date, as applicable.

                  "PURCHASED RECEIVABLE" means a Receivable purchased as of the
close of business on the last day of an Accrual Period by the Servicer pursuant
to SECTION 4.7 of the Sale and Servicing Agreement or repurchased by the Seller
pursuant to SECTION 3.2 or SECTION 3.4 of the Sale and Servicing Agreement.

                  "PURCHASER" means Page Funding LLC.

                  "PURCHASER PROPERTY" means the Receivables and Other Conveyed
Property, together with certain monies received after the related Cutoff Date,
the Receivables Insurance Policies, the Collection Account (including all
Eligible investments therein and all proceeds therefrom), the Lockbox Account
and certain other rights under the Sale and Servicing Agreement.

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<PAGE>

                   "RATING AGENCY" means each of Moody's and Standard & Poor's,
and any successors thereof. If no such organization or successor maintains a
rating on the Note, "RATING AGENCY" shall be a nationally recognized statistical
rating organization or other comparable Person designated by the Noteholder,
notice of which designation shall be given to the Trustee and the Servicer.

                  "RATING AGENCY CONDITION" means, with respect to any action,
that each Rating Agency shall have been given 3 days' (or such shorter period as
shall be acceptable to each Rating Agency) prior notice thereof and that each of
the Rating Agencies shall have notified the Seller, the Servicer, the Note
Purchaser and the Trustee in writing that such action will not result in a
reduction or withdrawal of the then current rating of the Note.

                  "REALIZED LOSSES" means, with respect to any Receivable that
becomes a Liquidated Receivable, the excess of the Principal Balance of such
Liquidated Receivable over Net Liquidation Proceeds allocable to principal
thereof.

                  "RECEIVABLE" means each retail installment sale contract for a
Financed Vehicle which is listed on the Schedule of Receivables and all rights
and obligations thereunder, except for Receivables that shall have become
Purchased Receivables, and, for the avoidance of doubt, shall include all
Related Receivables (other than Related Receivables that shall have become
Purchased Receivables).

                  "RECEIVABLE FILES" means the documents specified in SECTION
3.3(a) of the Sale and Servicing Agreement.

                  "RECEIVABLES INSURANCE POLICY" means, with respect to a
Receivable, any insurance policy (including the insurance policies described in
SECTION 4.4 of the Sale and Servicing Agreement) benefiting the holder of the
Receivable providing loss or physical damage, credit life, credit disability,
theft, mechanical breakdown or similar coverage with respect to the Financed
Vehicle or the Obligor.

                  "RECORD DATE" means, with respect to a Settlement Date, the
close of business on the day immediately preceding such Settlement Date.

                  "REGISTRAR OF TITLES" means, with respect to any state, the
governmental agency or body responsible for the registration of, and the
issuance of certificates of title relating to, motor vehicles and liens thereon.

                  "RELATED RECEIVABLES" means, with respect to a Funding Date,
the Receivables listed on SCHEDULE A to the applicable Assignment executed and
delivered by the Seller with respect to such Funding Date.

                  "REPOSSESSED RECEIVABLE" means a Receivable with respect to
which the earlier to occur of (i) the date the Financed Vehicle is actually
repossessed and (ii) 30 days after the date the Financed Vehicle is authorized
for repossession.

                  "REQUIRED RESERVE ACCOUNT AMOUNT" means the greater of (i) the
Required Reserve Percentage multiplied by the Aggregate Principal Balance of the
Eligible Receivables on such date of determination and (ii) $500,000.

                  "REQUIRED RESERVE PERCENTAGE" means 1.5%; PROVIDED, HOWEVER,
on any Settlement Date occurring on and after the occurrence of a Funding
Termination Event of the type described in (iv) of the definition thereof, the
Required Reserve Percentage shall be 3.5%.

                  "RESERVE ACCOUNT" means the account designated as such,
established and maintained pursuant to SECTION 5.5 of the Sale and Servicing
Agreement.

                  "RESPONSIBLE OFFICER" means, in the case of the Trustee, the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, vice-president, assistant vice-president or managing director, the


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secretary, and assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

                  "RULE 144A INFORMATION" has the meaning set forth in SECTION
3.26 of the Indenture.

                  "RULE OF 78'S RECEIVABLE" means any Receivable under which the
portion of a payment allocable to earned interest (which may be referred to in
the related retail installment sale contract as an add-on finance charge) and
the portion allocable to the Amount Financed is determined according to the
method commonly referred to as the "RULE OF 78'S" method or the "SUM OF THE
MONTHS' DIGITS" method or any equivalent method.

                  "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement dated as of June 30, 2004, among the Purchaser, CPS, as the Seller and
the Servicer, and Wells Fargo Bank, National Association, as the Backup Servicer
and the Trustee, as the same may be amended or supplemented from time to time.

                  "SCHEDULED MATURITY DATE" means June 30, 2007 or such later
date as agreed upon pursuant to SECTION 2.05 of the Note Purchase Agreement.

                  "SCHEDULED RECEIVABLE PAYMENT" means, with respect to any
Accrual Period for any Receivable, the amount set forth in such Receivable as
required to be paid by the Obligor in such Accrual Period. If after the Closing
Date, the Obligor's obligation under a Receivable with respect to a Accrual
Period has been modified so as to differ from the amount specified in such
Receivable (i) as a result of the order of a court in an insolvency proceeding
involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act, or
(iii) as a result of modifications or extensions of the Receivable permitted by
Section 4.2 of the Sale and Servicing Agreement, the Scheduled Receivable
Payment with respect to such Accrual Period shall refer to the Obligor's payment
obligation with respect to such Accrual Period as so modified.

                  "SCHEDULE OF RECEIVABLES" means the schedule of all
Receivables purchased by the Purchaser pursuant to the Sale and Servicing
Agreement and each Assignment, which is attached as Schedule A to the Sale and
Servicing Agreement, as amended or supplemented by each Addition Notice and
otherwise from time to time in accordance with the terms of the Sale and
Servicing Agreement or the related Assignment.

                  "SECURED OBLIGATIONS" means all amounts and obligations which
the Issuer may at any time owe to, or on behalf of, the Trustee for the benefit
of the Noteholder under the Indenture or the Note.

                  "SECURED PARTIES" means each of the Trustee and the Note
Purchaser, in respect of the Secured Obligations.

                  "SELLER" means Consumer Portfolio Services, Inc., and its
successors in interest to the extent permitted hereunder.

                  "SELLER'S CONTRACT PURCHASE GUIDELINES" means CPS' established
"Contract Purchase Guidelines", as the same may be amended from time to time, in
accordance with Section 8.2(c) of the Sale and Servicing Agreement.

                  "SERVICER" means Consumer Portfolio Services, Inc., as the
servicer of the Receivables, and each successor Servicer pursuant to SECTION
10.3 of the Sale and Servicing Agreement.

                  "SERVICER DELINQUENCY RATIO" means, as of the end of any
Accrual Period, a percentage equal to (i) the aggregate outstanding principal
balance as of the end of any Accrual Period of all automobile receivables
serviced by the Servicer or any Affiliate thereof (excluding automobile
receivables acquired by CPS or its Affiliates in mergers and acquisitions) as to
which more than 10% of the scheduled receivable payment is more than 30 days
contractually delinquent as of the end of the immediately preceding Accrual
Period, including all receivables for which the related financed vehicle has
been repossessed and the proceeds thereof have not yet been realized by the
Servicer divided by (ii) the aggregate outstanding principal balance of all
automobile receivables serviced by the Servicer or any Affiliate thereof as of
the end of the relevant Accrual Period (excluding automobile receivables
acquired by CPS or its Affiliates in mergers and acquisitions).

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<PAGE>

                  "SERVICER EXTENSION NOTICE" has the meaning specified in
SECTION 4.15 of the Sale and Servicing Agreement.

                  "SERVICER RECEIPT" has the meaning specified in SECTION 3.5 of
the Sale and Servicing Agreement.

                  "SERVICER TERMINATION EVENT" means an event specified in
SECTION 10.1 of the Sale and Servicing Agreement.

                  "SERVICER'S CERTIFICATE" means a certificate completed and
executed by a Servicing Officer and delivered pursuant to SECTION 4.9 of the
Sale and Servicing Agreement, substantially in the form of EXHIBIT A to the Sale
and Servicing Agreement.

                  "SERVICING FEE" has the meaning specified in SECTION 4.8 of
the Sale and Servicing Agreement.

                  "SERVICING FEE PERCENTAGE" means 2.50%, provided that if
Backup Servicer is the Servicer, the Servicing Fee Percentage shall be
determined in accordance with Servicing and Lockbox Processing Assumption
Agreement.

                  "SERVICING AND LOCKBOX PROCESSING ASSUMPTION AGREEMENT" means
the Servicing and Lockbox Processing Assumption Agreement, dated as of June 30,
2004, among Consumer Portfolio Services, Inc., as Seller and Servicer, the
Backup Servicer and the Trustee, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.

                  "SERVICING OFFICER" means any Person whose name appears on a
list of Servicing Officers delivered to the Trustee and the Noteholder, as the
same may be amended, modified or supplemented from time to time.

                  "SETTLEMENT DATE" means, with respect to each Accrual Period,
the 15th day of the following calendar month, or if such day is not a Business
Day, the immediately following Business Day, commencing on August 16, 2004.

                  "SIMPLE INTEREST METHOD" means the method of allocating a
fixed level payment between principal and interest, pursuant to which the
portion of such payment that is allocated to interest is equal to the product of
the APR multiplied by the unpaid balance multiplied by the period of time
(expressed as a fraction of a year, based on the actual number of days in the
calendar month and the actual number of days in the calendar year) elapsed since
the preceding payment of interest was made and the remainder of such payment is
allocable to principal.

                  "SIMPLE INTEREST RECEIVABLE" means a Receivable under which
the portion of the payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.

                  "STANDARD & POOR'S" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., or its successor.

                  "STATE" means any one of the 50 states of the United States of
America or the District of Columbia.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, association or other business entity of which a
majority of the outstanding shares of capital stock or other equity interests
having ordinary voting power for the election of directors or their equivalent
is at the time owned by such Person directly or through one or more
Subsidiaries.

                                       19
<PAGE>

                  "TAXES" has the meaning set forth in SECTION 3.05 of the Note
Purchase Agreement.

                  "TERM" has the meaning set forth in SECTION 2.05 of the Note
Purchase Agreement.

                  "TERMINATION DATE" means the date on which the Trustee shall
have received payment and performance of all Secured Obligations and disbursed
such payments in accordance with the Basic Documents.

                  "341 HEARING" means the judicial hearing in which a person
subject to a Chapter 7 Insolvency Event has presented his plan of reorganization
to the bankruptcy court and all of his creditors.

                  "TRUST ESTATE" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of the Indenture for the benefit of the Noteholder (including all
Collateral Granted to the Trustee), including all proceeds thereof.

                  "TRUST RECEIPT" means a trust receipt in substantially the
form of EXHIBIT B to the Sale and Servicing Agreement.

                  "TRUSTEE" means Wells Fargo Bank, National Association, a
national banking association, not in its individual capacity but as trustee
under the Indenture, or any successor trustee under the Indenture.

                  "TRUSTEE FEE" means (A) the fee payable to the Trustee on each
Settlement Date in an amount equal to the greater of $2,000 and (b) one-twelfth
of 0.04% of the aggregate outstanding principal amount of the Note on the first
day of the related Accrual Period, and (B) any other amounts payable to the
Trustee pursuant to the Fee Schedule, including Custodial Fees.

                  "UBS" means UBS Real Estate Securities Inc.

                  "UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction, as amended from time to time.

                  "UNUSED FACILITY FEE" has the meaning set forth in Section
3.02 of the Note Purchase Agreement.


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