**Exhibit 10.1**

Execution Version 

**CREDIT AGREEMENT**

**By and Between**

**NCOP CAPITAL III, LLC**

**as Borrower**

**and**

**CVI GVF FINCO, LLC**

**as Lender**

**Dated as of August 31, 2007**

Execution Version 

**CREDIT AGREEMENT**

This Credit Agreement (this “Agreement”) is dated as of August 31,2007, by and between NCOP CAPITAL III, LLC, a Nevada limited liability company (the “Borrower”) and CVI GVF Finco, LLC, a Delaware limited liability company (the “Lender”). 

**Recitals**

WHEREAS, the Borrower may from time to time wish to purchase a poolor pools of assets, which assets include consumer finance receivables. 

WHEREAS, the Borrower has requested that the Lender consider makingloans to the Borrower from time to time to finance a portion of the purchase price to be paid by the Borrower for such pools of accounts. 

WHEREAS, the Lender has agreed to consider making such financing available to the Borrower pursuant to the terms and subject to the conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Lender and the Borrower hereby agreeas follows: 

**ARTICLE I**

**DEFINITIONS**

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expresslyprovided or unless the context otherwise requires: 

(a) the terms defined in the preamble hereto have the meanings thereinassigned to them; 

(b) the terms defined in this Article have the meanings assigned to them in this Article, and include theplural as well as the singular; 

(c) all accounting terms not otherwise defined herein have the meanings assigned to them inaccordance with GAAP; and 

(d) all accounting terms, unless otherwise specified, shall be deemed to refer to Persons andtheir subsidiaries on a consolidated basis in accordance with GAAP. 

“Accepted Borrowing Request” shall have the meaning setforth in Section 2.1(b). 

“Account” means an obligation of an Obligor to pay money, whether under a consumer financereceivable, open account balance, installment sales or payment agreement, deferred payment contract or any other arrangement whatsoever, or a check, as set forth and described in a Purchase Agreement, and all unpaid balances due from the Obligorswith respect to such obligations, together with all documents evidencing such Obligors’ agreement to make payment of such unpaid balances, including without limitation each agreement, and each promissory note, loan agreement, receivable,chattel paper, check, instrument, payment agreement, contract, 

installment sales agreement or other obligation or promise to pay of an Obligor, all as described and referred to in a Purchase Agreement. 

“Adequate Security” means security acceptable to the Lender in the exercise of its reasonable discretion in light of all circumstances inconnection with the tender of such security, whether in the nature of payment, documentation, indemnity or a combination thereof. 

“Affiliate Subordinated Loan” shall have the meaning set forth in Section 2.9. 

“Affiliated Party” meansa Person which is (a) controlling or controlled by, or under common control with, or common ownership of, the Borrower, the Servicer or the Parent or (b) any member or equity holder of the Borrower, the Servicer or the Parent which holdsfifty percent (50%) or more of the membership or other equity interests in the Borrower, the Servicer or the Parent; provided, however, an Excluded Party shall not be deemed an “Affiliated Party.” 

“Affiliated Party Asset Pool” shall mean an Asset Pool financed under (and as defined in) an Affiliated Party Credit Agreement. 

“Affiliated Party Credit Agreements” shall mean, collectively, any and all credit agreements entered into by and between the Lender and anAffiliated Party from time to time. 

“Agreement” means this Credit Agreement and all exhibits, amendments and supplements hereto.

“Asset” shall mean, with respect to an Asset Pool, each Account and any property or other right obtained by the Borrower inconnection with collection of any such Account or in substitution therefor, all of which constituting a part of the Asset Pool into which such Account was initially delivered. 

“Asset Pool” shall mean all Accounts and other Assets described in a Borrowing Request or an Accepted Borrowing Request, as the context mayrequire, together with (a) each and every Asset obtained in replacement or satisfaction of or substitution for, any such Account so purchased, (b) each and every item of property obtained by the Borrower as a result of its collectionactivities with respect to any such Account, (c) each and every item of collateral or security, including all security interests, liens, guarantees and other interests securing payment of any Account, and all other rights and interests of theBorrower with respect to each Account, (d) each judgment rendered against an Obligor in respect of an Account, together with all lien rights related thereto, (e) Asset Pool Proceeds derived from or paid or payable with respect thereto,together with any and all earnings thereon and (f) each and every other right, claim and interest associated therewith. 

“AssetPool Contribution” shall mean, with respect to each Asset Pool (or the applicable portion of an Asset Pool in connection with a Forward Flow Purchase Agreement), that portion of the Total Cost of an Asset Pool (or the applicable portion of anAsset Pool in connection with a Forward Flow Purchase Agreement) not funded with proceeds of a Loan, which, unless otherwise approved by the Lender in an Approved Borrowing Request, shall be sixty percent (60%) of such Total Cost. 

 

2 

“Asset Pool Proceeds” shall mean, with respect to an Asset Pool, any and all payments,revenues, income, receipts, collections, recoveries and other proceeds or assets received with respect to such Asset Pool, including (without limitation) (a) payments of principal, interest, fees, late charges, insufficient funds charges,guaranty payments and any interest thereon, credit insurance payments and other cash receipts on account of any Asset in such Asset Pool, (b) payments of interest and principal paid to the Borrower in connection with an Affiliate SubordinatedLoan pursuant to an Affiliated Party Credit Agreement, (c) interest on the Collateral Account or any other account created in connection herewith, (d) legal fees, credit insurance costs, guaranty fees and other amounts recovered on accountof any Asset in such Asset Pool, to the extent the obligation giving rise thereto has previously been paid or is otherwise not due and payable with any such receipts, (e) settlements, compromises, liquidations, foreclosure proceeds,dispositions, sales, transfers or other proceeds, whether cash or otherwise, received as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale, transfer or disposition of any Assetconstituting a part of such Asset Pool and (f) payments, fees, rebates, refunds, commissions, kickbacks, rakeoffs, discounts, deductions, whether cash or otherwise, received by Borrower, or any Affiliated Party, as a result of or in any way inconnection with collection activities related to any Asset or in connection with the sale, disposition or transfer of any Asset constituting a part of such Asset Pool. 

“Asset Pool Seller” shall mean, with respect to an Asset Pool, the party described in a Borrowing Request which has agreed to sell a specified Asset Pool to the Borrower pursuant to the terms and conditionsof a Purchase Agreement; provided, that, in connection with an assignment of a Purchase Agreement to the Borrower from the Parent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g) hereof, the Asset Pool Seller shall bedeemed to be the Person (who shall not be an Affiliated Party) initially selling such Asset Pool to the Parent or Purchase Affiliate, as applicable. 

“Asset Pool Shortfall Amount” shall have the meaning set forth in Section 2.9. 

“Borrower” shall have the meaning specified in the preamble. 

“Borrowing Date” shall have the meaningspecified in Section 2.1(d). 

“Borrowing Request” shall have the meaning set forth in Section 2.1(a). 

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) a day on which banking institutions in the States ofMinnesota, Nevada and Pennsylvania are authorized or obligated by law, executive order or governmental decree to be closed. 

“CarVal” shall mean CarVal Investors, LLC, a Delaware limited liability company. 

“CarVal Affiliate” shallmean any Person directly or indirectly controlling or controlled by or under direct or indirect common control with CarVal. For purposes of this definition, “control” (including, with correlative meanings, the terms“controlling,” “controlled by,” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management orpolicies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

 

3 

“Change of Control” shall mean: 

(a) any event, circumstance or occurrence that results in (i) the Parent holding and owning, directly or indirectly, less than onehundred percent (100%) of the issued and outstanding equity interests in the Borrower, free and clear of all liens, security interests and other encumbrances; or (ii) NCO Group, Inc. directly or indirectly holding and owning less thanfifty percent (50%) of the issued and outstanding equity interests in either the Parent or the Servicer; 

(b) thefiling of a petition under the United States Bankruptcy Code naming the Borrower, the Manager or the Parent as debtor; or 

(c) Michael J. Barrist shall no longer be President and Chief Executive Officer of the Parent. 

“Collateral Account”shall have the meaning set forth in Section 2.7. 

“Collateral Account Agreement” shall mean the Collateral Account Agreementby and among the Borrower, the Servicer, the Lender and the Collateral Agent as to the deposit of Asset Pool Proceeds to one or more Collateral Accounts. 

“Collateral Agent” shall initially mean Wachovia Bank, N.A. and if thereafter replaced, shall mean any replacement or permitted successor or assignee thereof pursuant to the Collateral Account Agreement.

“Collection Period” shall mean, with respect to an Asset Pool, a period commencing on the initial Borrowing Date for such AssetPool and continuing through and including Sunday of that week and thereafter each period commencing on Monday of each week and continuing through the following Sunday (unless otherwise agreed to in writing by the Lender and the Borrower) until allAssets constituting a part of such Asset Pool have been collected, sold, abandoned or otherwise disposed of to the satisfaction of the Borrower and the Lender. 

“Default” shall mean an event that, with giving of notice or passage of the grace period (if any) or both, would constitute an Event of Default. 

“Default Rate” shall have the meaning set forth in Section 2.4(b). 

“Disbursement Account” shall have the meaning set forth in Section 2.1(d). 

“Distressed Loan” shall have the meaning set forth in Section 2.3. 

“Distribution Date” shall mean, with respect to an Asset Pool, Wednesday of each week (unless otherwise agreed in writing by the Lender and theBorrower) commencing on the first such specified day following a Borrowing Date and continuing thereafter until all Assets constituting a part of such Asset Pool have been collected, sold, abandoned or otherwise disposed of to the satisfaction ofthe Borrower and the Lender; provided, however, that if on the last day of any Collection Period Asset Pool Proceeds then on deposit in the Collateral Account are less than $20,000 the Wednesday following such Collection Period shall not constitutea 

 

4 

Distribution Date hereunder unless such Wednesday is the last Wednesday of the month, in which event such Wednesday shall constitute a Distribution Datehereunder regardless of the amount of Asset Pool Proceeds then on deposit in the Collateral Account. 

“Distribution Report” shallhave the meaning set forth in Section 2.7. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, asamended. 

“Event of Default” shall have the meaning specified in Section 8.1. 

“Excluded Party” means (a) Inovision-Medclr-NCOP-F, L.L.C.; (b) Inovision-Medclr-NCOP-NF, LLC; (c) Inovision-Medclr-NCOPVentures, LLC; (d) Inovision-Medclr Portfolio Group, LLC.; (e) NCOP/Marlin, Inc.; (f) any other joint venture by NCO Group, Inc. and Marlin, Inc.; (g) NCO Capital, Inc.; (h) NCOP Capital I, LLC; (i) NCOP Lakes, Inc.;and (j) any other affiliate of NCO Group, Inc. to which CFSC Capital Corp. XXXIV has provided financing. 

“ExclusivityAgreement” means that certain Second Amended and Restated Exclusivity Agreement dated as of August 31, 2007 among CarVal Investors, LLC, a Delaware limited liability company, CVI GVF Finco, LLC, a Delaware limited liability company, NCOPLakes, Inc., a Nevada corporation, NCO Financial Systems, Inc., a Delaware corporation, NCO Portfolio Management, Inc., a Delaware corporation, NCO Group, Inc., a Pennsylvania corporation, NCOP Capital, Inc., a Nevada corporation, NCOP Capital I,LLC, a Nevada limited liability company, NCOP/CF, LLC, a Nevada limited liability company, and NCOP-CF II, LLC, a Nevada limited liability company, NCOP Capital III, LLC, a Nevada limited liability company, and NCOP Capital IV, LLC, a Nevada limitedliability company, as such agreement is further amended or supplemented from time to time. 

“Facility Termination Date” shallmean (i) the date upon which the Borrower has completed full performance of the Obligations, or (ii) after the occurrence of an Event of Default, the date so declared by the Lender after the Lender has fully exercised all of its rights andremedies hereunder. 

“Floating Rate” shall mean, with respect to a Loan, an annual rate of interest equal to LIBOR plus two andone-half percent (2.50%), as adjusted on the first day of each interest period. 

“Forward Flow Purchase Agreement” shall have themeaning specified in Section 2.1(c). 

“Funding Termination Date” shall mean (i) the earlier of (a) June 30,2009**,**or (b) the date the Lender demands payment of the Obligations pursuant to Section 8.2, or (ii) the date upon which Lender delivers a written declaration to the Borrower that it will no longer consider Borrowing Requestsas a result of a Change of Control, or (iii) the date upon which the Lender delivers a written declaration to the Borrower that it will no longer consider Borrowing Requests pursuant to Section 8.2. 

“GAAP” shall mean generally accepted accounting principles. 

 

5 

“Indemnitees” shall have the meaning specified in Section 9.6. 

“Lender” shall have the meaning specified in the preamble. 

“Lender Deposit Account” shall have the meaning specified in Section 2.11. 

“LIBOR” shall mean, with respect to any interest period, an annual rate equal to the rate set forth in the Wall Street Journal under the heading Money Rates and described as the “London Interbank OfferRate” for one month (or three months, at the sole discretion of the Borrower); provided that, in the event no such rate is shown, LIBOR shall be the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of one percent) based onthe rates at which Dollar deposits for one month (or three months, at the sole discretion of the Borrower) are displayed on the Bloomberg Screen as of 11:00 a.m. London time on the date of rate determination (it being understood that if at least twosuch rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided further that, in the event fewer than two such rates are displayed, or if no such rate is relevant, LIBOR shall be the rate per annum equal tothe average of the rates at which deposits in Dollars are offered at approximately 11:00 a.m. London time on the date of rate determination to prime banks in the London interbank market for a one-month period (or three-month period, at the solediscretion of the Borrower). 

“LLC Agreement” shall mean the Limited Liability Company Agreement of the Borrower, dated as ofAugust 31, 2007, between the Manager and the Lender, as amended from time to time. 

“Loan” shall mean, with respect to anAsset Pool, the loan made by the Lender to the Borrower pursuant to Section 2.1. 

“Loan Collateral” shall have the meaningset forth in Section 3.1. 

“Loan Costs” shall mean those out-of-pocket payments, costs and expenses paid or incurred by theLender pursuant to Section 9.5. 

“Loan Documents” shall mean this Agreement, the Security Agreement, the Collateral AccountAgreement, the Servicing Agreement, the Exclusivity Agreement and, as and when issued, each Note and any other instrument, document or agreement entered into by the Borrower or the Servicer for the benefit of the Lender to evidence or secure anyLoan, in each case as amended, supplemented or modified with the consent of the Lender from time to time. 

“Loan Maturity Date”shall mean, with respect to a Loan, (i) the final maturity date specified in the Note evidencing the Borrower’s obligation to repay such Loan, which shall be twenty-four (24) months after the initial funding date of such Loan or,(ii) in the event of a Loan related to a Forward Flow Purchase Agreement, the final maturity date specified in the Note evidencing the Borrower’s obligation to repay such Loan, which shall be the sum of (a) twenty-four(24) months after the initial funding date of such Loan and (b) one-half of the commitment period under such Forward Flow Purchase Agreement, in no event, however, to exceed thirty (30) months. 

 

6 

“Manager” shall mean NCOP Nevada Holdings, Inc., the member of the Borrower acting as managerpursuant to the terms and conditions of the limited liability company agreement of the Borrower. 

“Note” shall mean, with respectto an Asset Pool, the promissory note of the Borrower payable to the order of the Lender, as described in Section 2.2, evidencing a Loan made by the Lender with respect to such Asset Pool pursuant to Section 2.1, including allreplacements, extensions, restatements and substitutions therefor. 

“Obligations” shall mean (i) all advances made underthis Agreement, whether or not evidenced by a Note, (ii) all indebtedness evidenced by each Note, including interest thereon and any extensions, renewals or replacements thereof, and (iii) each and every other debt, liability andobligation of every type and description which the Borrower may now or at any time hereafter owe to the Lender pursuant to this Agreement or any other Loan Document, whether such debt, liability or obligation now exists or is hereafter created orincurred and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several. 

“Obligor” shall mean the customer, obligor, maker, borrower or other party primarily obligated to pay an Account. 

“Parent” shall mean NCO Group, Inc., a Delaware corporation. 

“Permitted Lien” shall mean 

(i) a lien for a tax, assessment or othergovernmental charge not yet due and payable, or which is being contested in good faith by appropriate proceedings, which, during the pendency thereof prevents (a) the collection of, or realization on the lien, tax, assessment or othergovernmental charge so contested, (b) the sale, forfeiture or loss of any Asset or any part thereof, and (c) any interference with the collection or use of any Asset or any portion thereof, and for which the Borrower has made adequatereserves therefor in accordance with GAAP, and has given the Lender such security therefor as may be demanded by the Lender; 

(ii) a lien for which the Borrower, within ten (10) days of its attachment, has provided evidence reasonably satisfactory to the Lender that the same shall have been satisfied and terminated; and 

(iii) liens for the benefit of the Lender. 

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency orpolitical subdivision thereof. 

“Plan” shall mean an employee benefit plan or other plan maintained for employees and covered byTitle IV of ERISA. 

 

7 

“Purchase Affiliate” shall mean any Person other than the Parent, Borrower or Servicer,directly or indirectly controlling or controlled by or under direct or indirect common control with the Parent. 

“PurchaseAgreement” shall mean the asset or account purchase and sale agreement by and between the Borrower and an Asset Pool Seller pursuant to which such Asset Pool Seller agrees to sell a specified Asset Pool to the Borrower for a specified purchaseprice; provided, that, in connection with an assignment to the Borrower of a Purchase Agreement from the Parent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g) hereof, the Purchase Agreement shall be deemed to be theasset or account purchase and sale agreement by and between the Parent or Purchase Affiliate, as applicable, and the seller named therein, as the same shall have been assigned to the Borrower in accordance with Section 2.1(g) and theExclusivity Agreement. 

“Purchase Expenses” shall mean, with respect to an Asset Pool (or the applicable portion of an Asset Poolin connection with a Forward Flow Purchase Agreement), the lesser of (a) the maximum estimated expenses to be incurred in connection with the purchase of an Asset Pool (or the applicable portion of an Asset Pool in connection with a ForwardFlow Purchase Agreement), as set forth in the related Borrowing Request, or (b) the sum of (i) any brokers’ fees incurred in connection with acquisition of an Asset Pool (or the applicable portion of an Asset Pool in connection with aForward Flow Purchase Agreement), not to exceed one percent (1%) of the proposed purchase price for such Asset Pool (or the applicable portion of an Asset Pool in connection with a Forward Flow Purchase Agreement) and (ii) theout-of-pocket legal costs and expenses incurred by the Borrower and the Lender in connection with the negotiation, preparation and consummation of the related Purchase Agreement, the closing of the purchase by the Borrower of such Asset Pool (or theapplicable portion of an Asset Pool in connection with a Forward Flow Purchase Agreement) and the making of the Loan or Loans secured by such Asset Pool (or the applicable portion of an Asset Pool in connection with a Forward Flow PurchaseAgreement) and (iii) out-of-pocket costs and expenses incurred by the Borrower in connection with its due diligence investigation of the Asset Pool (or the applicable portion of an Asset Pool in connection with a Forward Flow PurchaseAgreement), but only to the extent such costs and expenses have been included in a due diligence budget submitted to and approved by the Lender in advance. 

“Response Period” shall have the meaning specified in Section 2.1(a). 

“SecurityAgreement” shall mean the Security Agreement from the Borrower to the Lender pursuant to which the Borrower grants to the Lender a security interest in, among other things, all Loan Collateral to secure payment of the Obligations. 

“Servicer” shall initially mean NCO Financial Systems, Inc., a Pennsylvania corporation, and, if thereafter replaced, shall mean anyreplacement or permitted successor or assign thereof pursuant to the terms and conditions of the Servicing Agreement. 

“ServicingAgreement” shall have the meaning set forth in Section 3.3. 

 

8 

“Servicer Default” shall mean an “Event of Default” as defined in the ServicingAgreement. 

“Servicing Fee” shall mean, with respect to an Asset Pool, the fee calculated in accordance with the ServicingAgreement, unless otherwise agreed by the Lender, the Servicer and the Borrower in an Accepted Borrowing Request. 

“Total Cost”shall mean, with respect to an Asset Pool (or the applicable portion of an Asset Pool in connection with a Forward Flow Purchase Agreement), an amount equal to the price actually paid by the Borrower to purchase such Asset Pool (or the applicableportion of an Asset Pool in connection with a Forward Flow Purchase Agreement) pursuant to the related Purchase Agreement (or related Forward Flow Purchase Agreement) (which in no event shall be greater than the purchase price (and closingadjustments) with respect thereto approved by the Lender in the Accepted Borrowing Request for such Asset Pool). 

“UCC” means theUniform Commercial Code as in effect from time to time in Minnesota or in any state whose laws are held to govern the creation, perfection or foreclosure of any security interest granted pursuant to the Security Agreement. 

**ARTICLE II**

**LOAN FACILITIES**

Section 2.1. Loans to Purchase Asset Pools. 

(a) ***Requests for Borrowing***. From time to time during the period from the date hereof to and including the FundingTermination Date, the Borrower may present to the Lender written information describing a particular Asset Pool (i) with respect to which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Loanto the Borrower to finance up to forty percent (40%) of the Total Cost of such Asset Pool; provided, however, that the Lender may, in its sole and absolute discretion, agree to increase such percentage on a transaction-by-transaction basis.Each such request for a Loan hereunder shall be in substantially the form of Exhibit A hereto (each a “Borrowing Request”), and shall be accompanied by the relevant bid package (including, if available, the proposed Purchase Agreement (orForward Flow Purchase Agreement, if applicable and available) to be entered into if the Borrower is the successful bidder for such Asset Pool (or in the case of a Purchase Agreement assigned by the Parent or a Purchase Affiliate, as applicable, inconnection with Section 2.1(g), the Purchase Agreement so assigned), all relevant information known to the Borrower regarding the Accounts comprising such Asset Pool, the proposed Servicing Fee for collection of such Accounts, projections ofthe Borrower’s anticipated recoveries, cash flows and net returns to be obtained upon collection of such Accounts and such other information as the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within five(5) Business Days (the “Response Period”), after receipt thereof from the Borrower. The Lender’s failure to accept a Borrowing Request within the Response Period shall be deemed a rejection of the Borrowing Request by the Lender.Notwithstanding anything in the foregoing to the contrary, the Lender’s decision to accept or reject a Borrowing Request shall be in the Lender’s sole and absolute discretion 

 

9 

and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and without regard towhether or not the Lender has given any prior indication of interest or oral approval with respect to the specified Asset Pool. 

(b) ***Acceptance of Borrowing Request***. Any acceptance of a Borrowing Request shall be evidenced by the Lender’s execution and return to the Borrower of such Borrowing Request, and shall be subject to all terms andconditions of this Agreement and in the Borrowing Request so accepted (each an “Accepted Borrowing Request”). An Accepted Borrowing Request delivered to the Borrower by the Lender shall constitute the Lender’s commitment, subject tosatisfaction of all applicable terms and conditions of this Agreement, to make a Loan to the Borrower to fund up to forty percent (40%) of the Total Cost of the Asset Pool as set forth in such Accepted Borrowing Request; provided, however, thatthe Lender may, in its sole and absolute discretion, agree to increase such percentage on a transaction-by-transaction basis and, provided further, that the Lender’s commitment to make a Loan to the Borrower to finance the purchase of an AssetPool shall not constitute a revolving commitment and the Borrower shall have no right to reborrow any amounts repaid to the Lender pursuant to an Accepted Borrowing Request. An Accepted Borrowing Request shall expire and shall have no further forceor effect if (i) the Borrower is not the successful bidder for the specified Asset Pool at a purchase price which is not in excess of the anticipated purchase price described in such Borrowing Request, (ii) the Borrower does not consummateits purchase of such Asset Pool pursuant to the terms and conditions of the related Purchase Agreement and as contemplated in the related Accepted Borrowing Request within thirty (30) calendar days following issuance of the Accepted BorrowingRequest by the Lender (unless (A) such period of time is extended in writing by the Lender or (B) the Asset Pool Seller has unilaterally extended the closing date for purchase of an Asset Pool and the Borrower is unable to contest any suchextension) or (iii) a Default or Event of Default shall occur and shall be continuing under this Agreement. 

(c)***Additional Provisions Relating to Accounts and other Assets Purchased under Forward Flow Purchase Agreements***. The Borrower and the Lender contemplate that certain of the Purchase Agreements will provide for the purchase by the Borrowerfrom an Asset Pool Seller of Accounts and other Assets on a periodic basis for a specified period of time (for example, the monthly purchase of Accounts and other Assets during a specified period of time) (each such Purchase Agreement is hereincalled a “Forward Flow Purchase Agreement”). All Accounts and other Assets purchased by the Borrower during a period of twelve (12) months (or such shorter period as the Lender shall agree to in writing) under a Forward Flow PurchaseAgreement shall constitute a single Asset Pool for all purposes of this Agreement and the other Loan Documents. The Loan made by the Lender with respect to an Asset Pool purchased by the Borrower under a Forward Flow Purchase Agreement shall be madein multiple advances, with each such advance of the Loan occurring on the date that the Borrower makes one of the periodic purchases of the Accounts and other Assets under such Forward Flow Purchase Agreement; provided, that, advances shall be madeno more often than once per month for any Asset Pool. In addition to the items required by Section 2.1(a), a Borrowing Request related to a Forward Flow Purchase Agreement shall contain the Borrower’s good faith estimate of 

 

10 

the total amount of all Accounts and other Assets to be purchased under the Forward Flow Purchase Agreement for a period not to exceed twelve(12) months (or such shorter period as the Lender shall agree to in writing) (regardless of the duration of the purchasing period under the Forward Flow Purchase Agreement) and the Borrower’s good faith estimate of the Total Cost of allAccounts and other Assets to be purchased under the Forward Flow Purchase Agreement for a period not to exceed twelve (12) months (or such shorter period as the Lender shall agree to in writing) (regardless of the duration of the purchasingperiod under the Forward Flow Purchase Agreement). The Lender shall accept or reject a Borrowing Request related to a period of twelve (12) months (or such shorter period as the Lender shall agree to in writing) under a Forward Flow PurchaseAgreement in accordance with the provisions of Section 2.1(a) and (b); provided, however, an Accepted Borrowing Request related to a Forward Flow Purchase Agreement shall only constitute the Lender’s commitment to make a Loan to fund up toforty percent (40%) of the Total Cost of the Asset Pool being purchased under such Forward Flow Purchase Agreement (provided, however, that the Lender may, in its sole and absolute discretion, agree to increase such percentages on atransaction-by-transaction basis) in either case for such period of twelve (12) months (or such shorter period as the Lender shall agree to in writing) as estimated by the Borrower in the Accepted Borrowing Request related to such Forward FlowPurchase Agreement. In the event that the Borrower determines that the actual Total Cost of the Asset Pool being purchased under a Forward Flow Purchase Agreement during such period of twelve (12) months (or such shorter period as the Lendershall agree to in writing) will exceed the estimated Total Cost of the Asset Pool as specified in the Accepted Borrowing Request or if the Borrower wishes the Lender to continue financing its purchase of Accounts and other Assets after theexpiration of the currently approved period of twelve (12) months (or such shorter period as the Lender shall agree to in writing), the Borrower shall submit to the Lender a supplemental Borrowing Request, and the Lender may accept or rejectsuch supplemental Borrowing Request in accordance with the provisions of Sections 2.1(a) and (b). Upon the Lender’s rejection of such supplemental Borrowing Request, the Lender shall have no obligation to provide any funding to the Borrower inexcess of that agreed to in any Accepted Borrowing Request in connection with the applicable Forward Flow Purchase Agreement and the Borrower shall be permitted to seek financing from a third party in connection with the amount of accounts andassets to be purchased under such Forward Flow Purchase Agreement which exceed that set forth in any Accepted Borrowing Request in connection therewith and such excess shall not be considered an Asset or Asset Pool subject to this Agreement.

(d) ***General Funding Procedures.*** The Borrower shall provide the Lender with not less than three(3) Business Days prior written notice of the scheduled closing date for purchase of an Asset Pool described in an Accepted Borrowing Request and shall request funding of the related Loan on such date (each a “Borrowing Date”). On theBusiness Day immediately preceding a Borrowing Date, the Borrower shall transfer the proceeds of the Asset Pool Contribution for the related Asset Pool to an account established in the name of Borrower but under the control of Lender (the“Disbursement Account”) net of all Purchase Expenses paid or incurred by the Borrower. Upon deposit of the Asset Pool Contribution in the Disbursement Account and upon satisfaction of all applicable conditions set forth in Article IV andelsewhere in this Agreement, the Lender 

 

11 

shall make the Loan to the Borrower as specified in the related Accepted Borrowing Request by transferring the amount of the Loan to the DisbursementAccount, whereupon Lender shall authorize the disbursement from the Disbursement Account of such amount together with that portion of the Borrower’s Asset Pool Contribution deposited in the Disbursement Account, to the Asset Pool Seller (or inwhole or in part to the Parent or a Purchase Affiliate, as applicable, in connection with an assignment under Section 2.1(g), but only as specified in an Accepted Borrowing Request) in purchase of the related Asset Pool on (or immediately priorto) the closing date for purchase of such Asset Pool. 

(e) ***Special Funding Procedures in connection with Forward FlowPurchase Agreements.*** In connection with a periodic purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, the Borrower shall provide the Lender with not less than three (3) Business Days prior written notice ofthe Borrowing Date for the purchase of such portion of an Asset Pool under such Forward Flow Purchase Agreement, the Total Cost of such portion of the Asset Pool to be purchased on the Borrowing Date and the amount of the advance of the Loan whichthe Borrower requests the Lender to fund on the Borrowing Date in connection with such portion of the Asset Pool to be purchased on the Borrowing Date. On the Business Day immediately preceding a Borrowing Date for the purchase of a portion of anAsset Pool under a Forward Flow Purchase Agreement, the Borrower shall transfer the proceeds of the Asset Pool Contribution for such portion of the Asset Pool to be purchased on such Borrowing Date to the Disbursement Account net of all PurchaseExpenses paid or incurred by the Borrower with respect to such portion of the Asset Pool to be purchased on such Borrowing Date. Upon deposit of such Asset Pool Contribution in the Disbursement Account and upon satisfaction of all applicableconditions set forth in Article IV and elsewhere in this Agreement, the Lender shall make the applicable advance of the Loan to the Borrower by transferring the amount of the Loan to the Disbursement Account, whereupon Lender shall authorize thedisbursement from the Disbursement Account of such amount together with that portion of the Borrower’s Asset Pool Contribution deposited in the Disbursement Account to the Asset Pool Seller (or in whole or in part to the Parent or a PurchaseAffiliate, as applicable, in connection with an assignment under Section 2.1(g), but only as specified in an Accepted Borrowing Request) in purchase of that portion of the related Asset Pool on (or immediately prior to) the closing date for thepurchase of such portion of such Asset Pool. 

(f) ***Combination of Asset Pools upon Mutual Written Consent of Borrowerand Lender***. Notwithstanding anything to the contrary contained in this Agreement, upon the mutual written consent of the Borrower and the Lender, two (2) or more Asset Pools may be combined into a single Asset Pool subject to such termsand conditions as the Borrower and the Lender shall specify in writing. 

(g) ***Asset Pools Purchased by Borrower FromParent or Purchase Affiliate***. The Borrower may from time to time purchase an Asset Pool from the Parent or a Purchase Affiliate if: (i) the Parent or Purchase Affiliate, as applicable, has complied with the applicable provisionstherefor contained in the Exclusivity Agreement, (ii) the Borrower has submitted a Borrowing Request to the Lender in connection therewith in accordance with this Section 2.1, which Borrowing Request shall detail the assignment of 

 

12 

a Purchase Agreement and/or other security documents to the Borrower in connection with the Parent’s or Purchase Affiliate’s, as applicable,purchase of the accounts or other assets constituting such Asset Pool from another Person (who shall not be an Affiliated Party) and such other information as the Lender shall require, and (iii) such Borrowing Request has been accepted by theLender in accordance with this Section 2.1. 

Section 2.2. Obligation to Repay Loans; Issuance of Notes. Each Loan made bythe Lender with respect to an Asset Pool under Section 2.1 shall be evidenced by a separate promissory note of the Borrower payable to the order of the Lender in the amount determined in accordance with the related Accepted Borrowing Request,dated as of the Borrowing Date and otherwise in substantially the form of Exhibit B-1 (each a “Note”). With respect to a Loan made by the Lender to the Borrower in connection with an Asset Pool purchased under a Forward Flow PurchaseAgreement, the initial advance of such Loan shall be evidenced by a Note, dated as of the Borrowing Date for such initial advance, in the amount of such initial advance and otherwise in substantially the form of Exhibit B-1. The second and eachsubsequent advance of a Loan made in connection with an Asset Pool purchased under a Forward Flow Purchase Agreement shall be evidenced by a replacement Note, dated as of the Borrowing Date for such second or subsequent advance, as applicable, inthe aggregate amount of all advances made of the Loan (without reflecting any repayments of such Loan) and otherwise in substantially the form of Exhibit B-2. Each such replacement Note issued in connection with a Loan made in connection withan Asset Pool purchased under a Forward Flow Purchase Agreement shall be issued in replacement of and substitution for, but not in payment of, the previous Note related to such Loan. Upon the Lender’s receipt of a written request to return tothe Borrower a replaced note following the Borrower’s execution and delivery to the Lender of a replacement Note acceptable to the Lender, the Lender shall return the replaced Note to the Borrower marked “Replaced by SubstitutionNote”. The aggregate unpaid principal amount of each Note shall bear interest, be payable and be secured as provided therein and herein. 

Section 2.3. Purchase of Asset Pools Financed by Distressed Loans. If sixty (60) days prior to any Loan Maturity Date (including any Extended Maturity Date, as defined below), the Borrower anticipates that the outstandingloan balance of a Loan (the “Distressed Loan”) will not be paid off at the applicable Loan Maturity Date, then the Borrower may send a notice (“Action Notice”) to the Lender providing that an Affiliated Party has offered topurchase from the Borrower the Asset Pool financed by the Distressed Loan (the “Distressed Loan Asset Pool”). Within ten (10) Business Days of receipt of the Action Notice, the Lender shall either (i) decline the offer describedin the Action Notice and extend the Loan Maturity Date for the Distressed Loan for one (1) year (such new date, the “Extended Maturity Date”) or (ii) accept the offer described in the Action Notice. If the Lender does not respondto the Action Notice in the required time, the Action Notice will be deemed rejected and the Loan Maturity Date for the Distressed Loan shall be extended for one (1) year. Upon the sale of the Distressed Loan Asset Pool described in the ActionNotice, the Borrower will remit proceeds of the sale to the Lender to the extent necessary to pay (i) the outstanding principal balance of the Distressed Loan plus all accrued and unpaid interest thereon and (ii) the Capital Contribution(as defined in the LLC Agreement) of the Lender as the CVI Member (as defined in the LLC Agreement) in respect of the Distressed Loan Asset Pool. 

 

13 

Section 2.4. Interest on Loans. The Borrower hereby agrees to pay interest on the unpaidprincipal balance of each Loan with respect to an Asset Pool for the period commencing on the Borrowing Date for such Loan and continuing thereafter until the Loan is paid in full, in accordance with the following: 

(a) Prior to the occurrence of an Event of Default, the outstanding principal balance of each Loan shall bear interest at an annual rateat all times equal to the Floating Rate applicable to such Loan. 

(b) From and after the occurrence of an Event of Defaultand continuing thereafter until such Event of Default shall be remedied to the written satisfaction of the Lender, the outstanding principal balance of each Loan shall bear interest at an annual rate at all times equal to the sum of (i) theFloating Rate applicable to such Loan and (ii) two percent (2%) (the “Default Rate”). 

(c)Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, all agreements with respect to interest in this Agreement and the other Loan Documents between the Borrower and the Lender are hereby limited so that inno contingency or event whatsoever shall the total liability for payments in the nature of interest exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest made under this Agreement or any otherLoan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal in respect of the applicable Loan, and the aggregateindebtedness under this Agreement and the other Loan Documents shall be reduced by such amount so that the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any applicable usury laws, incompliance with the desires of the Borrower and the Lender. 

Section 2.5. Computation of Interest. Interest accruing on eachLoan, on each Asset Pool Contribution, and on each Affiliate Subordinated Loan, as applicable, shall be computed on the basis of the actual number of days elapsed in a year of three hundred and sixty (360) days and shall accrue on theoutstanding principal balance of each Loan, each Asset Pool Contribution, and each Affiliate Subordinated Loan, as applicable, on a daily basis. Interest accrued on each Loan and on each Asset Pool Contribution shall be capitalized on eachDistribution Date if funds are not available for payment thereof on such Distribution Date. 

Section 2.6. Payment of Principal andInterest on Loans. All interest on a Loan which has accrued, but is unpaid as of the day preceding a Distribution Date for a related Asset Pool, shall be due and payable on such Distribution Date, but only to the extent available in accordancewith Section 2.8. If not paid in full on a Distribution Date, all accrued and unpaid interest shall be capitalized as of such date in accordance with Section 2.5. Principal of each Loan shall be finally due and payable on the Loan MaturityDate for such Loan, as specified in the Note evidencing payment of such Loan. In addition, each Loan shall be subject to mandatory prepayment on each Distribution Date for the related Asset Pool in an amount equal to the Asset Pool Proceedsavailable for such prepayment on such date, as provided in Section 2.8. The Borrower may prepay any Loan, in whole or in part, at any time and from time to time, without 

 

14 

premium or penalty; *provided, however*, that any such prepayment can only be made from Asset Pool Proceeds received with respect to the Asset Pool forsuch Loan and not with any other proceeds or funds from any other source, unless otherwise approved in writing by the Lender. 

Section 2.7. Collection and Deposit of Asset Pool Proceeds. Except as otherwise provided in Section 2.9, each Loan shall be paid out of Asset Pool Proceeds collected with respect to the related Asset Pool. All Asset PoolProceeds received by the Servicer or the Borrower will be deposited not later than the next Business Day following receipt thereof, to a collection account maintained by the Servicer, and not later than two (2) Business Days thereafter (orearlier if checks in such collection account clear earlier), shall be transferred to a separate Collateral Account for the Asset Pools opened and maintained by the Collateral Agent, in the name of the Lender, pursuant to the Collateral AccountAgreement (the “Collateral Account”). Except for the days on which Asset Pool Proceeds are on deposit in the Servicer’s collection account, neither the Servicer nor the Borrower shall commingle any Asset Pool Proceeds collected withrespect to the Asset Pools with any moneys or other funds which are not Asset Pool Proceeds. The Collateral Account shall be an interest bearing account and all interest earned on amounts on deposit therein shall constitute, and be treated as, AssetPool Proceeds collected with respect to the Asset Pools. All Asset Pool Proceeds shall be held in the Collateral Account until the next occurring Distribution Date. Not later than 3:00 p.m., Minneapolis, Minnesota time, on the Business Day precedingeach Distribution Date, the Servicer shall deliver to the Lender a report for the preceding Collection Period setting forth, by Asset Pool, the Asset Pool Proceeds, Servicing Fees, outstanding balances of Loans and other relevant information todetermine the use and application of the Asset Pool Proceeds deposited to the Collateral Account during the Collection Period ending on the Sunday immediately preceding such Distribution Date (each, a “Distribution Report”) and the Lenderwill make distributions in accordance with Section 2.8 on each Distribution Date. In no event shall any Asset Pool Proceeds be withdrawn from the Collateral Account without the prior written consent of the Lender as to each such withdrawal ortransfer. 

Section 2.8. Distribution of Asset Pool Proceeds. Upon delivery to the Collateral Agent of the Lender’s writtenauthorization for distributions to be made from the Collateral Account as contemplated in Section 2.7, Asset Pool Proceeds on deposit in the Collateral Account with respect to an Asset Pool shall be distributed on the next succeedingDistribution Date for such Asset Pool, in accordance with the following: 

(a) ***first***, in connection with allAsset Pool acquisitions, to the Lender or the Borrower, an amount equal to all unpaid Loan Costs and Purchase Expenses paid or incurred by the Lender or the Borrower with respect to the making or collection of a Loan secured by such Asset Pool,except for the expenses of the Borrower in connection with the preparation, execution and delivery of the Loan Documents; 

(b) ***second***, to the Collateral Agent, an amount equal to all fees and expenses due and owing to the Collateral Agent with respect to such Asset Pool; 

(c) ***third***, to the Servicer, an amount equal to the Servicing Fee, if any, payable to the Servicer with respect to such AssetPool Proceeds; 

 

15 

(d) ***fourth***, to the Lender, an amount equal to all accrued and unpaidinterest on the related Loan for such Asset Pool; 

(e) ***fifth***, to the Servicer, an amount equal to all accruedand unpaid Deferred Servicing Fees, as defined in the Servicing Agreement, but only to the extent no Asset Pool Shortfall then exists with respect to such Asset Pool; 

(f) ***sixth***, to the Lender, an amount equal to the outstanding principal of the related Loan for such Asset Pool, until suchLoan shall have been paid in full; 

(g) ***seventh***, to the Lender, subject to Section 2.9 hereof, an amountequal to any Asset Pool Shortfall Amount then outstanding, for application to payment of such Asset Pool Shortfall Amount; 

(h) ***eighth***, to the Borrower, an amount equal to all accrued and unpaid interest on any Affiliate Subordinated Loan, which interest in each case shall be at the Floating Rate and shall be calculated in accordance withSection 2.5 hereof; 

(i) ***ninth***, to the Borrower, any remaining Asset Pool Proceeds. 

Section 2.9. Asset Pool Shortfalls. If (a)(i) as of any date on or after six months following the Borrowing Date with respect to an AssetPool acquired by means of a Loan, the Asset Pool Proceeds received through such date with respect to such Asset Pool are less than eighty percent (80%) of the projected Asset Pool Proceeds to be received through such date (as set forth in thebid package submitted by the Borrower as part of the Borrowing Request for such Asset Pool), and the Lender determines that, in its reasonable judgment, the remaining Asset Pool Proceeds projected to be received and applied to the related Loan willbe insufficient to repay the related Loan and all accrued interest thereon at the applicable Loan Maturity Date, or (ii) as of any date, an Event of Default has occurred and is continuing, or (b) in connection with any Affiliated PartyCredit Agreement (i) as of any date on or after six months following the Borrowing Date under such Affiliated Party Credit Agreement with respect to an Affiliated Party Asset Pool financed by means of an Affiliated Party Loan, the Asset PoolProceeds (as defined in such Affiliated Party Credit Agreement) received through such date with respect to such Affiliated Party Asset Pool are less than eighty percent (80%) of the projected Asset Pool Proceeds (as defined in such AffiliatedParty Credit Agreement) to be received through such date (as set forth in the bid package submitted by the applicable Affiliated Party as a part of the Borrowing Request under such Affiliated Party Credit Agreement for such Affiliated Party AssetPool) and the Lender determines that, in its reasonable judgment, the remaining Asset Pool Proceeds (as defined in such Affiliated Party Credit Agreement) projected to be received and applied to such Affiliated Party Loan will be insufficient torepay such Affiliated Party Loan and all accrued interest thereon on the applicable Loan Maturity Date (as defined in such Affiliated Party Credit Agreement) or (ii) as of any date, an Event of Default under such Affiliated Party CreditAgreement has occurred and is continuing, then the amount of such estimated deficiency (herein, the “Asset Pool Shortfall Amount”) shall be paid: 

 

16 

(a) first, from Asset Pool Proceeds (as defined herein) collected with respect to otherAsset Pools financed with Loans as provided in Section 2.8(g) of this Agreement; 

(b) second, from Asset Pool Proceeds(as defined in any Affiliated Party Credit Agreement) collected with respect to any Affiliated Party Asset Pool financed by means of an Affiliated Party Loan under any Affiliated Party Credit Agreement as provided in Section 2.8(g) thereof (orsuch equivalent section), which amounts so paid shall constitute an Affiliate Subordinated Loan and shall bear interest (accruing in accordance with Section 2.5 only from the date of such payment) and be repaid only as provided inSection 2.8(g) hereof; and 

(c) third, from the Borrower’s own funds (and not from funds borrowed from a CarValAffiliate) and any amount so paid shall be treated hereunder as an Asset Pool Contribution on behalf of the Borrower for the Asset Pool for which such payment was made, which amounts so paid shall bear interest (accruing in accordance withSection 2.5 only from the date of such payment) and be repaid only as provided in Section 2.8(g) hereof; provided, however, that for purposes of this Section 2.9(c) only, Asset Pool Proceeds shall be deemed to include any of theBorrower’s own funds paid pursuant to this Section 2.9(c). 

Section 2.10. Transfer or Assignment of Loans. Each Noteevidencing a Loan shall contain the following provisions restricting the transferability of such Note and the Lender’s rights to receive payment thereunder: “This Note shall not be transferred without providing written notice of thetransfer and the identity of the transferee to the issuer, which notice shall be in the form of a true and correct copy of the original endorsement of this Note provided to the issuer in accordance with the notice provisions of this Agreement. Anypurported transfer occurring without providing written notice to the issuer in accordance with the previous sentence shall be null and void.” In the event that a Note is issued that does not contain this language, the provisions of thisSection 2.10 shall be deemed to govern and apply to such Note as if such language were contained therein. 

Section 2.11.Agreement Regarding Collateral Account. Notwithstanding references in this Agreement to a “Collateral Agent,” and a “Collateral Account Agreement,” no such Collateral Account Agreement shall be executed with a CollateralAgent for delivery as of this date. Instead, the Lender shall open a deposit account (the “Lender Deposit Account”), as specified in writing from time to time by the Lender to the Borrower, which shall be an account owned solely andexclusively by the Lender and in which neither the Borrower nor the Servicer shall have any interest whatsoever. The Lender shall have and retain all rights over and ownership with respect to the Lender Deposit Account. Such account so opened by theLender shall constitute the “Collateral Account” as described in this Agreement. Each and every reference to the Collateral Agent taking action with respect to funds on deposit in the Collateral Account shall be deemed a reference to theLender taking action with respect to the Lender Deposit Account until such time, if ever, as the Borrower, the Servicer, the Lender and a Collateral Agent shall execute and deliver a Collateral Account Agreement, whereupon the Collateral Account astherein described shall constitute the Collateral Account referenced and described in this Agreement. So long as the Lender Deposit Account shall be treated as the 

 

17 

Collateral Account for purposes of this Agreement, the Lender agrees that it will be obligated to distribute funds on deposit therein upon compliance by theBorrower with all applicable terms and conditions for distribution described in Section 2.7 of this Agreement. 

**ARTICLE III**

**COLLATERAL FOR LOANS;**

**CUSTODY, SERVICING AND COLLECTIONS**

Section 3.1. Pledge of Asset Pool Collateral. To secure the due and promptpayment of each Loan, together with all interest thereon payable in connection therewith, and all other Obligations hereunder, the Borrower shall grant to the Lender a first and prior security interest in, lien on and pledge of all assets of theBorrower (subject only to Permitted Liens, which shall be subject and subordinate), including all right, title, claim and interest of the Borrower in and to all Assets of or related to each and every Asset Pool, of any kind, nature or description,whether now owned or hereafter acquired, wherever located, howsoever arising or created and whether now existing or hereafter arising, including without limitation each and every Account and any and all liens, claims and property securing payment ofthe indebtedness evidenced by such Account (if any), and all property realized, collected or obtained in connection with or as a result of collections made on account of any Account, and any and all Asset Pool Proceeds paid or received with respectto any Asset Pool, whether deposited to or held in the Collateral Account or otherwise, and all rights of the Borrower under each and every Purchase Agreement (or Forward Flow Purchase Agreement) related to an Asset Pool, together with suchadditional property of the Borrower as is set forth and described in the Security Agreement, as the same may be amended and supplemented from time to time by the Borrower as additional Asset Pools are purchased by the Borrower (herein the “LoanCollateral”). 

Section 3.2. Perfection of Security Interests in Personal Property Collateral. The Borrower agrees todeliver to the Lender (or its designated custodial agent), at any time upon the Lender’s request, each original Account file of or relating to any Account and each promissory note, chattel paper, installment sales agreement or other instrumentwith respect to which perfection may be obtained by possession, and shall authorize or execute such financing statements, together with any and all other instruments, assignments or documents and take such other actions as may be required, toperfect and to continue the perfection of the Lender’s security interest in all Loan Collateral. 

Section 3.3. Servicing ofAsset Pools. The Borrower, the Servicer and the Lender shall enter into a Servicing Agreement, in form and content acceptable to the Lender, to provide for the servicing and collection of all Assets (the “Servicing Agreement”).Immediately upon the occurrence of a Servicer Default as defined in the Servicing Agreement, the Lender may terminate the Servicer then acting in such capacity under the Servicing Agreement and may appoint a replacement servicer, and enter into areplacement servicing agreement, reasonably acceptable to the Borrower and the Lender. 

Section 3.4. Authority to Settle or SellLoan Collateral. The Borrower shall be authorized to finally compromise, settle, sell, liquidate, collect or write-down the balance of, any Asset in its discretion; *provided, however*, that in no event will any such compromise, settlement,sale, liquidation, collection or write-down reduce the remaining unpaid principal balance thereof, 

 

18 

together with accrued and unpaid interest thereon, to an aggregate amount less than three hundred percent (300%) of the allocated purchase price paid bythe Borrower to acquire such Asset, without first obtaining the prior consent of the Lender. The Borrower shall not, without first obtaining the Lender’s prior written consent, agree to any sale, assignment or other bulk transfer of Accounts(whether in one or more Asset Pools). In the event the Lender consents to a bulk transfer of Accounts, the Servicer will be paid a sales fee not to exceed the lesser of (a) the actual out-of-pocket expenses incurred by the Servicer (andapproved by the Lender) in connection with such bulk sale and (b) five percent (5%) of the net proceeds realized upon such bulk sale, in lieu of the applicable Servicing Fee, unless the Lender and the Borrower shall otherwise agree inwriting. 

Section 3.5. Exchange of Assets with Asset Pool Sellers. In the event that the Borrower shall exchange or returnAssets with any Asset Pool Seller, the Borrower shall promptly notify the Lender of such exchange or return and shall provide such information with respect to such exchange or return as Lender shall reasonably require. The Servicer shall not beentitled to any Servicing Fee with respect to any such exchange or return. 

**ARTICLE IV**

**CONDITIONS OF LENDING**

Section 4.1. Conditions Precedent to the Initial Loan. The obligation of the Lender to make the initial Loan to the Borrower is subject to satisfaction by the Borrower of the conditions precedent set forth in Sections 4.2 and4.3 with respect to such Loan and the further condition precedent that the Lender shall have received each of the following, dated such date and in form and substance satisfactory to the Lender: 

(a) This Credit Agreement and the Security Agreement, each properly executed on behalf of the Borrower; 

(b) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender;

(c) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender and the financialinstitution at which the Disbursement Account is established, pursuant to which the Lender is granted a first and prior lien on such account and control over it to perfect the Lender’s security interest therein, together with all agreementsnecessary to open such Disbursement Account; 

(d) The Exclusivity Agreement, properly executed on behalf of all the partiesthereto; 

(e) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have beenfiled and remain in effect against the Borrower or the Servicer and (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received anappropriate release, termination or satisfaction or those permitted in accordance with Section 7.1; 

 

19 

(f) Certified copies of resolutions of the manager(s) and members, or board of directors,as appropriate, of the Borrower, evidencing approval of all Loan Documents to which the Borrower is a party and the other matters contemplated thereby; 

(g) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby; 

(h) Copies of the organizational documents of the Parent and the Servicer, as appropriate, certified by an appropriate officer of eachas being a true and correct copy thereof; 

(i) Certificates of good standing of the Borrower and the Servicer, respectively,dated not more than sixty (60) days prior to the date hereof; 

(j) Acknowledgment copies of effective financingstatements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under theUCC or any comparable law of all appropriate jurisdictions; 

(k) A signed copy of a certificate of the Manager of theBorrower, which shall certify the names of the officers of the Manager authorized to sign the Loan Documents on behalf of the Borrower and the other documents or certificates to be delivered pursuant to this Agreement by the Borrower, includingBorrowing Requests, together with the true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the Manager of the Borrower canceling or amending the prior certificate andsubmitting the signatures of the officers named in such further certificate; 

(l) A signed copy of a certificate of thesecretary or assistant secretary of the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or certificates to be delivered pursuant thereto by the Servicer or anyof its officers, together with true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending theprior certificate and submitting the signatures of the officers named in such further certificate; 

(m) A signed copy of anopinion of counsel for the Borrower, addressed to the Lender; 

(n) Evidence of all insurance required to be maintained bythe Servicer under the provisions of the Servicing Agreement; and 

(o) Such other items as shall be reasonably requested bythe Lender. 

 

20 

Section 4.2. Conditions Precedent to Each Loan. The obligation of the Lender to make eachLoan (or each advance of a Loan in the case of a Forward Flow Purchase Agreement) shall be subject to the further conditions precedent that the Lender shall have issued an Accepted Borrowing Request with respect thereto and shall have received, onor before the date of such Loan (or such advance of such Loan in the case of a Forward Flow Purchase Agreement), each of the following with respect to such Loan, dated such date and in form and substance satisfactory to the Lender: 

(a) A copy of the Purchase Agreement (or Forward Flow Purchase Agreement, if applicable) for the related Asset Pool, properly executed onbehalf of the Borrower and the Asset Pool Seller, pursuant to which the Asset Pool Seller shall have agreed to transfer all Assets constituting a part of such Asset Pool to the Borrower, effective as of the Borrowing Date, free and clear of allliens, claims and encumbrances except Permitted Liens and those disclosed in the related Purchase Agreement, together with copies of the UCC-1 Financing Statement naming the Asset Pool Seller, as seller/debtor, in favor of the Borrower, aspurchaser/secured party, with an adequate description of the Assets contained in the Asset Pool being acquired (or of the Assets contained in the portion of the Asset Pool being acquired in the case of a Forward Flow Contract) and such other itemsas may be required by the Lender; *provided, however*, in the case of a purchase of a portion of an Asset Pool under a Forward Flow Purchase Agreement, such copy of the UCC-1 Financing Statement may be provided not later than five(5) Business Days after the date of the advance of the Loan to purchase such portion of the Asset Pool; 

(b) A Note inthe principal amount of the related Loan, properly completed and executed on behalf of the Borrower; 

(c) Evidence ofreceipt by the Lender of the Borrower’s Asset Pool Contribution with respect to the related Asset Pool, net of any Purchase Expenses paid or incurred by the Borrower in connection with consummation of its purchase of such Asset Pool;

(d) A duplicate copy of the computer disk (or other medium reasonably acceptable to the Lender) showing all relevantinformation as to the Accounts being purchased by the Borrower, as provided by the Asset Pool Seller pursuant to the Purchase Agreement; *provided, however*, in the case of a purchase of a portion of an Asset Pool under a Forward Flow PurchaseAgreement, such duplicate copy of the computer disk (or other medium reasonably acceptable to the Lender) may be provided not later than five (5) Business Days after the date of the advance of the Loan to purchase such portion of such AssetPool; 

(e) A certificate of a responsible officer of the Servicer in favor of the Lender and the Borrower stating that, tothe Servicer’s best knowledge, no Servicer Default has occurred and is continuing; and 

 

21 

(f) Such other information as the Lender may request to verify the Total Cost of theAsset Pool, the nature or amount of the Accounts to constitute a part thereof or any other matter related thereto. 

Section 4.3.Representations and Warranties Upon Making a Loan. The obligation of the Lender to make each Loan (or each advance of a Loan in the case of a Forward Flow Purchase Agreement) to finance the purchase of an Asset Pool (or the applicable portionof an Asset Pool in the case of a Forward Flow Purchase Agreement) shall be subject to the further condition precedent that on the date for funding of such Loan (or such advance of a Loan in the case of a Forward Flow Purchase Agreement) thefollowing statements shall be true and accurate in all material respects and the Borrower, by requesting such Loan (or such advance of a Loan in the case of a Forward Flow Purchase Agreement) shall be deemed to have represented and certified that:

(a) The representations, warranties and covenants of the Borrower set forth in Article V are true and correct on and as ofsuch date as though made on such date and shall be deemed to have been made on such date, except to the extent that any such representations, warranties and covenants relate solely to an earlier date. 

(b) No event has occurred and is continuing, or would result from the making of such Loan, which constitutes a Default or an Event ofDefault, and, to the Borrower’s actual knowledge, no Servicer Default has occurred and is continuing. 

(c) In the caseof a Loan made in connection with a purchase under Section 2.1(g), that all conditions therefor contained in such Section 2.1(g) and in the Exclusivity Agreement have been fully satisfied. 

(d) Upon payment of the purchase price specified in the related Purchase Agreement to the Asset Pool Seller (or in whole or in part to theParent or a Purchase Affiliate, as applicable, in connection with an assignment under Section 2.1(g), but only as specified in an Accepted Borrowing Request) and consummation of the purchase contemplated in such Purchase Agreement (or, asapplicable the assignment by the Parent or Purchase Affiliate, as applicable, to the Borrower), the Borrower will have good title to all Accounts being transferred thereunder free and clear of all liens, claims and other interests other than theliens granted to the Lender as contemplated herein and Permitted Liens. 

**ARTICLE V**

**REPRESENTATIONS AND WARRANTIES**

TheBorrower represents and warrants to the Lender as of the date hereof and as of each Borrowing Date as follows: 

Section 5.1.Existence and Power; Name; Chief Executive Office. The Borrower is duly formed, validly existing and in good standing under the laws of the State of Nevada, and is or has undertaken all reasonable steps to become duly licensed or qualified totransact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary and where failure to 

 

22 

obtain such licensing or qualification would have a material adverse effect on the Borrower. The Borrower has all requisite power and authority, to conductits business, to own its properties and to execute and deliver, and to perform the Obligations. Within the last twelve (12) months, the Borrower has done business only under its name as specified herein. The chief executive office and principalplace of business of the Borrower are located at the address set forth in Section 9.4, and all of the Borrower’s records relating to its businesses are kept at that location. 

Section 5.2. Authorization for Borrowings; No Conflict as to Law or Agreements. The execution, delivery and performance by the Borrower ofthe Loan Documents, and Loans from time to time obtained hereunder, have been duly authorized by all necessary legal action and do not and will not (a) require any consent or approval which has not been obtained prior to the date hereof,(b) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, exceptsuch authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof, (c) violate any provision of any material law, rule or regulation or of any order, writ,injunction or decree presently in effect having applicability to the Borrower or of the organizational documents of the Borrower, (d) result in a breach of or constitute a default under any indenture or loan or credit agreement or any othermaterial agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, or (e) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, securityinterest or other charge or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Borrower, other than those granted to the Lender as contemplated herein. 

Section 5.3. Legal Agreements. The Loan Documents constitute, and the Notes, when and as executed and delivered, will constitute, the legal,valid and binding obligations and agreements of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or othersimilar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). 

Section 5.4. Subsidiaries. The Borrower has no subsidiaries. 

Section 5.5.Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or the properties of the Borrower before any court or governmental department, commission,board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower, could have a material adverse effect on the financial condition, properties or operations of the Borrower, except as set forth anddescribed in Schedule 5.5. 

Section 5.6. Taxes. The Borrower has paid or caused to be paid to the proper authorities when dueall federal, state and local taxes required to be withheld by it (other than those being properly contested in accordance with the procedures set forth in part (i) of the definition of Permitted Liens). The Borrower has filed all federal, stateand local tax returns which to the knowledge of the officers of the Borrower, are required to be filed, and the Borrower has paid or caused to be paid to the respective taxing authorities all taxes as shown on 

 

23 

said returns or on any assessment received by it to the extent such taxes have become due (other than those being properly contested in accordance with theprocedures set forth in part (i) of the definition of Permitted Liens). 

Section 5.7. Title and Liens. The Borrower hasgood and marketable title to all Loan Collateral (or will have good and marketable title to all Loan Collateral on the date of purchase of such Loan Collateral), free and clear of all mortgages, security interests, liens and encumbrances, except forPermitted Liens. In addition, no financing statement naming the Borrower as debtor is on file in any office except to perfect only security interests permitted by Section 7.1. 

Section 5.8. Plans. The Borrower does not maintain and has not in the past maintained any Plan. 

Section 5.9. Default. The Borrower is in compliance with all provisions of all agreements, instruments, decrees and orders to which it is aparty or by which it or its property is bound or affected, the breach or default of which could have a material adverse effect on the financial condition, properties or operations of the Borrower. 

Section 5.10. Submissions to Lender. All financial and other information provided to the Lender (including, but not limited to the completedbackground questionnaires) by or on behalf of the Borrower in connection with the Borrower’s request for any Loan and the credit facilities contemplated hereby is true and correct in all material respects and, as to projections, valuations orfinancial statements, present a good faith opinion as to such projections, valuations and proforma condition and results. The information provided to the Lender contains no omissions which would cause such information to be materially misleading.

**ARTICLE VI**

**AFFIRMATIVE COVENANTS OF THE BORROWER**

So long as any Note or other Obligation shall remain unpaid or outstanding, theBorrower will comply with the following requirements, unless the Lender shall otherwise consent in writing: 

Section 6.1. ReportingRequirements. The Borrower will deliver, or cause to be delivered, to the Lender each of the following, which shall be in form and detail reasonably acceptable to the Lender: 

(a) As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Parent, acopy of the annual audit report of the Parent with the unqualified opinion of its certified public accountants, which annual report shall include the consolidated balance sheet of such entity and its consolidated subsidiaries (including the resultsof operations the Borrower), as at the end of such fiscal year and the related statements of earnings, shareholders’ or members’ equity and cash flows for the fiscal year then ended, all in reasonable detail and all prepared in accordancewith GAAP, applied on a consistent basis, together with a certificate of the chief financial officer of the Parent stating that such financial statements are true and accurate in all material respects; provided, however, that as to the Parent, allsuch reports 

 

24 

shall be made available in the form filed by the Parent with the Securities and Exchange Commission, if any. 

(b) As soon as available and in any event within twenty (20) days after the end of each month, a copy of the monthly and quarterlyunaudited balance sheets of the Parent and its consolidated subsidiaries and the Borrower, respectively, as at the end of such month or quarter, as the case may be, and related statements of earnings to-date for each, in reasonable detail andstating in comparative form the figures for the corresponding date and period in the previous fiscal year, all prepared in accordance with GAAP (subject to year-end adjustments and without footnotes), applied on a consistent basis, together with acertificate of the chief financial officer of the Parent and the Borrower, respectively, stating that such financial statements, subject to year-end audit adjustments, are true and accurate in all material respects; provided, however, that as to theParent, all such reports shall be made available in the form filed by the Parent with the Securities and Exchange Commission, if any. 

(c) As promptly as practicable (but in any event not later than five (5) Business Days) after an officer of the Borrower obtains knowledge of the occurrence of any default by the Borrower in the performance ofany of its Obligations or by the Servicer in the performance of any of its obligations under the Servicing Agreement, notice of such occurrence, together with a detailed statement by a responsible officer of the Borrower of the steps being taken bythe Borrower to cure the effect of such event. 

(d) As promptly as practicable, a copy of each compliance report theBorrower or the Parent delivers to the Federal Trade Commission and, upon receipt, copies of any notices, decrees, orders or correspondence from the Federal Trade Commission relating to FDCPA violations. 

(e) Such other information respecting each Asset Pool or the financial condition of each of the Borrower and the Parent as the Lender mayfrom time to time reasonably request. 

Section 6.2. Books and Records; Inspection and Examination; Verification of CollectionActivity. The Borrower will keep, and will cause the Parent to keep, accurate books of record and account for itself pertaining to the Asset Pools and the business and financial condition of the Borrower or the Parent, as applicable, and suchother matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP consistently applied (subject to year-end adjustments and without footnotes) and, upon request of and reasonable noticeby the Lender, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower, or the Parent at all reasonable times duringordinary business hours, to discuss the affairs of the Borrower and the Parent including the purchase, servicing, collection or liquidation of assets, with any of its members, employees or agents and to conduct a review of the Borrower’s andParent’s respective books and records with respect to the purchase, servicing, collection and disposition of Loan Collateral. 

 

25 

Section 6.3. Licenses; Evidence of Qualification to Conduct Business. The Borrower will beduly licensed or qualified to own the Assets and otherwise to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by the Borrower make such licensing or qualificationnecessary. 

Section 6.4. Compliance with Laws. The Borrower will (a) comply with the requirements of applicable laws andregulations, the non-compliance with which would materially and adversely affect its business or its financial condition, (b) comply with all applicable debt collection laws, regulations, ordinances and requirements and will obtain any and alllicenses, permits and similar approvals required for the collection or servicing of any Account constituting a part of an Asset Pool and (c) use and keep its assets, and will require that others use and keep its assets, only for lawfulpurposes, without violation of any federal, state or local law, statute or ordinance. 

Section 6.5. Payment of Taxes and OtherClaims. The Borrower will pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it prior to the date on which forfeiture ofany such property may occur, (b) all federal, state and local taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties ofthe Borrower; provided, that the Borrower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 

Section 6.6. Preservation of Legal Existence. The Borrower will preserve and maintain its legal existence and all of its rights, privilegesand franchises necessary or desirable in the normal conduct of its business and shall conduct its business in an orderly, efficient and regular manner. 

Section 6.7. Special Purpose Entity. The Borrower will (a) own no assets, and not engage in any business, other than the assets and transactions specifically contemplated by the Loan Documents,(b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than as contemplated hereby or in connection with an Affiliate Subordinate Loan pursuant to an Affiliate Party CreditAgreement, or by the Exclusivity Agreement, (c) not make any loans or advances to any third party (other than Assets), and shall not acquire obligations or securities of any Affiliated Party or Excluded Party**,** (d) pay its debts andliabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets, (e) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve itsexistence, and will not amend, modify or otherwise change its articles of incorporation or bylaws, or suffer the same to be amended, modified or otherwise changed, without the prior written consent of the Lender, (f) maintain all of its books,records, financial statements and bank accounts separate from those of any Affiliated Party or Excluded Party, (g) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (includingany Affiliated Party and any Excluded Party)**,** correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name, not identify itself, any Affiliated Party or any Excluded Party as a division orpart of the other and maintain and utilize separate stationary, invoices and checks, (h) maintain adequate capital for the normal obligations reasonably foreseeable in a 

 

26 

business of its size and character and in light of its contemplated business operations, (i) not engage in or suffer any dissolution, winding-up,liquidation, consolidation or merger in whole or in part, (j) not commingle its funds or other assets with those of any Affiliated Party, any Excluded Party or any other Person (provided that the Servicer may commingle Asset Pool Proceeds tothe extent permitted in the Servicing Agreement), (k) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliated Party, any Excluded Partyor any other Person, (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (m) be formed and organized solely for the purpose of acquiring, collecting and holding, directly orindirectly, the Assets and not hold or own any assets other than the Assets, Asset Proceeds and assets related thereto. 

Section 6.8.Arms-Length Transactions. The Borrower will use its best efforts to have all collection activities and all sales, transfers and dispositions relating to the Assets conducted on an arms-length basis, so as to cause all collections and allconsideration received upon the sale, transfer or disposition of an Asset to (a) become and constitute Asset Pool Proceeds, and (b) be distributed as Asset Pool Proceeds in accordance with Article II of this Agreement. 

Section 6.9. Purchase Agreements. The Borrower will comply with each of its obligations under each of its Purchase Agreements. 

Section 6.10. Provision of Copies of Computer Disks in Connection with Forward Flow Purchase Agreements. The Borrower will provide to theLender a duplicate copy of the computer disk (or other medium reasonably acceptable to the Lender) showing all relevant information as to the Accounts being purchased by the Borrower in connection with the acquisition of the Assets contained in aportion of an Asset Pool under a Forward Flow Purchase Agreement not later than five (5) Business Days after the advance of the applicable Loan is made to purchase the Assets contained in such portion of such Asset Pool. 

Section 6.11. Right of Lender to Place a Sampling of Assets with Independent Servicer. At any time and from time to time, upon request of theLender, the Borrower will permit the Lender to select certain Assets for placement for servicing with an independent third-party servicer, in accordance with the terms and conditions set forth and described in Section 3.3(g) of the ServicingAgreement. 

**ARTICLE VII**

**NEGATIVE COVENANTS**

So long as any Note or other Obligation shall remain unpaid or outstanding, the Borrower will complywith the following requirements, unless the Lender shall otherwise consent in writing: 

Section 7.1. Liens. Except as permittedin Section 6.11, the Borrower will not create, incur or suffer to exist any pledge, lien, security interest, assignment or transfer upon or of any Loan Collateral, now owned or hereafter acquired, or assign or otherwise convey any right toreceive collections or other income with respect thereto, except for the liens and security interests created in favor of the Lender under the Security Agreement and Permitted Liens. 

 

27 

Section 7.2. Sale or Transfer of Assets; Suspension of Business Operations. Except asotherwise permitted in accordance with Section 3.4, the Borrower will not sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets (whether in one transaction or in a series of transactions) to any otherPerson, and will not liquidate, dissolve or suspend its business operations. 

Section 7.3. Consolidation and Merger; AssetAcquisitions. The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all theassets of any other Person. 

Section 7.4. Accounting. The Borrower will not adopt, or permit the Parent to adopt, any change inits fiscal year or any material change in accounting principles other than as required by generally accepted accounting principles. 

Section 7.5. Modification or Termination of Agreements. The Borrower will not terminate, amend or modify any of the Loan Documents without the prior written consent of the Lender. 

Section 7.6. No Commissions or Rebates on Dispositions or Collections. The Borrower will not accept or receive or agree to accept or receiveany rebate, refund, commission, fee, kickback or rakeoff, whether cash or otherwise and whether paid by or originating with the Obligor or any other party (including but not limited to brokers and agents), as a result of or in any way in connectionwith collection activities related to any asset or in connection with the sale, disposition, transfer or servicing of any Asset constituting a part of an Asset Pool. 

**ARTICLE VIII**

**EVENTS OF DEFAULT; RIGHTS AND REMEDIES**

Section 8.1. Events of Default. “Event of Default”, wherever used herein, means any one of the following events: 

(a) default in the payment of any interest on or principal of any Note when it becomes due and payable, unless capitalized as provided inSections 2.4, 2.5 and 2.8; or 

(b) default in the payment of any fees, costs or expenses required to be paid by the Borrowerunder this Agreement as provided in Section 2.8 or any other Loan Document; or 

(c) a material default in theperformance, or material breach (provided, that, any failure to provide a report required under Section 6.1 for a period of five (5) days after the same is due shall be considered “material”), of any covenant or agreement of theBorrower in this Agreement (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section 8.1 specifically dealt with), and the continuance of such default or breach for a period of ten(10) calendar days after there has been given to the Borrower a written notice specifying such default or breach and requiring it to be remedied; or 

 

28 

(d) the Borrower or the Parent shall be or become insolvent, or admit in writing itsinability to pay its debts as they mature, or make an assignment for the benefit of creditors; or the Borrower or the Parent shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or anysubstantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Borrower, or the Parent; or the Borrower, or the Parent shall institute (by petition, application, answer,consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition,application or otherwise) against the Borrower or the Parent; 

(e) a petition naming the Borrower or the Parent as debtor isfiled under the United States Bankruptcy Code; or 

(f) any representation or warranty made by the Borrower in this Agreementor by the Borrower (or any of its officers) in any Borrowing Request, or in any other certificate, instrument, or statement contemplated by or made or delivered pursuant to or in connection with this Agreement, shall prove to have been incorrect inany material respect when made; or 

(g) the rendering against the Borrower of a final judgment, decree, order, writ, warrantof attachment or execution or similar process for the payment of money in excess of $250,000 and the Borrower fails within ten (10) days thereafter to provide evidence reasonably acceptable to the Lender that the same has been satisfied infull; or 

(h) a default under the Security Agreement or the Servicing Agreement, and the expiration of the applicable periodof grace, if any, specified in such agreement; or 

(i) any Affiliated Party shall purchase any Consumer Obligation (asdefined in the Exclusivity Agreement) in violation of the terms of the Exclusivity Agreement; or 

(j) the Borrower or theParent shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, or shall sell all or substantially all of its assets (excepting those permitted by Section 3.4),without the prior written consent of the Lender; or 

(k) the Borrower shall fail to pay, withhold, collect or remit any taxor tax deficiency when assessed or due (other than any tax deficiency which is being contested in the manner set forth therefor in part (i) of the definition of Permitted Liens) or notice of any state or federal tax liens shall be filed orissued; or 

(l) a default under any note, agreement or other evidence of indebtedness or similar obligation of the Borroweror Parent (other than a default whose breach is elsewhere in this Section 8.1 specifically dealt with) or under any instrument under which such evidence of indebtedness or similar obligation has been issued or by which it is governed and theexpiration of the applicable period of grace, if any, specified in such evidence of indebtedness or other instrument; or 

 

29 

(m) a Change of Control shall occur; or 

(n) the actual Asset Pool Proceeds received as of any Distribution Date for all Asset Pools (on a cumulative and combined basis,*provided, that*, any individual Asset Pool shall not be included in such calculation until six (6) months after the Borrowing Date with respect to such Asset Pool) is less than eighty percent (80%) of the Asset Pool Proceedsprojected to be collected by the Borrower for such Asset Pools (on a cumulative and combined basis, *provided, that*, any individual Asset Pool shall not be included in such calculation until six (6) months after the Borrowing Date withrespect to such Asset Pool) as of such date in the bid packages submitted by the Borrower as a part of the Accepted Borrowing Requests for such Asset Pools; or 

(o) failure to comply with Section 6.3 hereof; or 

(p) failure by the Borrower or the Servicer (or any subservicer) to comply with any decree, order or other Federal Trade Commissionrequirements which, in the Lender’s sole discretion, has a material adverse effect on the value or enforceability of the Assets or on the Servicer’s ability to service the Assets; or 

(q) a court order shall be entered which enjoins, restrains or in any way prevents the Borrower from conducting all or any material partof its business affairs in the ordinary course of business; or the withdrawal or suspension of any license required for the conduct of any material part of the business of the Borrower; or any asset of the Borrower shall become subject to an orderor writ granting a motion or action to replevy, sequester, garnish, attach or levy against such asset and the Borrower shall fail, within ten (10) days thereafter, to provide evidence reasonably acceptable to the Lender that the same shall havebeen satisfied or dismissed; or 

(r) an Event of Default shall occur under any Affiliated Party Credit Agreement.

Section 8.2. Rights and Remedies Upon the Occurrence of an Event of Default. Upon the occurrence of an Event of Default or atany time thereafter until such Event of Default is cured or waived to the written satisfaction of the Lender, the Lender may exercise any or all of the following rights and remedies with respect to outstanding Loans: 

(a) by notice to the Borrower, (i) declare that the Lender will no longer consider Borrowing Requests and (ii) declare theentire unpaid principal amount of all Notes, or any of them, all interest accrued and unpaid thereon, and all other Obligations under this Agreement to be forthwith due and payable whereupon such Note or Notes, as the case may be, all such accruedinterest, all such Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; 

(b) terminate the existing Servicing Agreement and enter into a new servicing agreement with a replacement servicer to service and collectall Loan Collateral, with such replacement servicer acting in its own name, but on behalf of the Borrower or the Lender and taking direction solely and exclusively from the Lender; 

 

30 

(c) direct the Servicer then in place to take all steps necessary to collect or otherwiseliquidate the Loan Collateral in accordance with such procedures and for such sale prices as the Lender shall specify and apply all Asset Pool Proceeds resulting therefrom in accordance with Section 2.8, provided that each Asset Pool shall bedeemed to have an Asset Pool Shortfall Amount in an amount equal to the unpaid principal balance of, and all accrued interest on, the related Loan therefor; and 

(d) exercise and enforce any and all rights and remedies available to the Lender under any Loan Document (or otherwise by law oragreement), including, without limitation, against any or all Loan Collateral securing payment of outstanding Loans; 

*provided,however* that (i) no Servicing Fee shall be payable with respect to any Asset Pool Proceeds received as a result of any actions specified above if the Lender effects collection thereof without the assistance of the Servicer and (ii) noAsset Pool Proceeds shall be paid to the Borrower pursuant to Section 2.8(h) or (i) with respect to any Asset Pool until all outstanding Loans, together with all interest thereon, shall have been paid in full, whereupon all remaining AssetPool Proceeds for each Asset Pool shall be distributed in accordance with Section 2.8. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.1(e), the entire unpaid principal amount of all Notes,all interest accrued and unpaid thereon, and all other Obligations under this Agreement shall be immediately due and payable without presentment, demand, protest or notice of any kind. 

**ARTICLE IX**

**MISCELLANEOUS**

Section 9.1. No Waiver; Cumulative Remedies. No failure or delay on the part of the Lender in exercising any right, power or remedy under theLoan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the LoanDocuments. The remedies provided in the Loan Documents are cumulative and not exclusive of any remedies provided by law. 

Section 9.2.Amendments, Requested Waivers, Etc. No amendment, modification, termination or waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom shall be effective unless the same shall be in writing andsigned by the Lender. Any waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other orfurther notice or demand in similar or other circumstances. 

Section 9.3. Severability Clause. Any part, provisionrepresentation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part,provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any 

 

31 

jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the partieshereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intendedto be conferred by this Agreement, the parties shall negotiate in good faith to develop a structure the economic effect of which is as nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

Section 9.4. Notices. Any notices, consents, directions, demands or other communications given under this Agreement (unlessotherwise specified herein) shall be in writing and shall be deemed to have been duly given when delivered in person or by overnight delivery at, or telecopied to the respective addresses or telecopy numbers, as the case may be, set forth below (orto such other address or telecopy numbers as either party shall give notice to the other party pursuant to this Section 9.4): 

If tothe Borrower: 

NCOP Capital III, LLC 

Hughes Center 

Suite 170 

3763 Howard Hughes Parkway 

Las Vegas, Nevada 89109 

with a copy to: 

NCOP Capital III, LLC 

507 Prudential Road 

Horsham, Pennsylvania19044 

Attention: Michael J. Barrist 

Telephone: (215) 441-2101 

Telecopy: (215) 441-3908 

If to the Lender: 

CVI GVF Finco, LLC

c/o CarVal Investors, LLC 

Investment Manager for CVI GVF Finco, LLC 

12700 Whitewater Drive 

Minnetonka, MN 55343 

Attention: Greggory S.Haugen 

Telephone: (952) 984-3049 

Telecopy: (952) 984-3905 

with a copy to: 

CVI Global Value Fund Cayman, L.P. 

c/o M & C Corporate Services Limited 

 

32 

P.O. Box 309GT 

Ugland House, South Church Street 

George Town, Grand Cayman 

Cayman Islands 

Section 9.5.Reimbursement of the Lender’s Costs and Expenses. The Borrower and the Lender agree that (a) all out-of-pocket costs and expenses incurred by the Lender in connection with the preparation, execution and delivery of the LoanDocuments (including without limitation reasonable legal fees and expenses of counsel), UCC searches, recording fees, and other similar expenses paid or incurred by the Lender in connection with obtaining, perfecting or maintaining its securityinterest or lien on or priority in any Loan Collateral shall constitute Purchase Expenses with respect to an Asset Pool and the Lender and the Borrower shall be payable as such from Asset Pool Proceeds in accordance with Section 2.8, provided,however, that in the event (i) any such costs and expenses are incurred by the Lender with respect to an Asset Pool that the Lender has committed to finance pursuant to an Accepted Borrowing Request, but which is not financed with proceeds of aLoan, or which is not purchased by the Borrower, the Borrower will reimburse the Lender for all such costs and expenses, and (ii) the Borrower does not submit any Borrowing Requests to the Lender during the first six (6) months followingthe execution of this Agreement or all of the Borrowing Requests submitted by the Borrower during the first six (6) months following the execution of this Agreement are rejected by the Lender, then the Lender and the Borrower will reimburseeach other for fifty percent (50%) of such other party’s legal fees incurred in the preparation, execution and delivery of this Agreement; (b) all out-of-pocket costs and expenses incurred by the Lender in connection with theadministration, amendment, documentation, recording, filing, insuring, or enforcing any Loan Document or any Loan Collateral, or perfecting or maintaining the priority of any lien on or security interest in any Loan Collateral, incurred afterfunding of the related Loan shall constitute Loan Costs with respect to the related Asset Pool for which they were incurred (or pro rata among all Asset Pools if not attributable to one such Asset Pool) and shall be payable as such as Asset PoolProceeds in accordance with Section 2.8; and (c) the Borrower shall reimburse the Lender, from Asset Pool Proceeds for any and all reasonable out-of-pocket costs and expenses incurred by the Lender in connection with the enforcement by theLender of any of the rights or remedies available to the Lender hereunder or under any of the Loan Documents or under applicable law, whether or not suit is filed with respect thereto. 

Section 9.6. Indemnity. In addition to the payment of expenses pursuant to Section 9.5, the Borrower agrees to indemnify, defend andhold harmless the Lender and each of its respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees and agents (the“Indemnitees”), from and against (a) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents orthe making of any Loans (except for income or franchise taxes based on the Lender’s income) and (b) any and all liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of any kind or nature whatsoever(including, without limitations, the reasonable fees and disbursements of counsel) in connection with any investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which may be imposedon, incurred by or asserted against such Indemnitee, in any manner relating to or arising out of or in connection with, the making of 

 

33 

any Loans or entering into this Agreement or any other Loan Documents or the use or intended use of the proceeds of the Loans or the collection of Assets,excepting, however, from the foregoing any such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or by a replacement servicer appointed by the Lender,or the unlawful conduct, willful misconduct or gross negligence of an Indemnitee. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, theBorrower, or counsel designated by the Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrower’s sole cost and expense. EachIndemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or publicpolicy, the Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities contemplated hereby which is permissible under applicable law. The obligations of the Borrower under thisSection 9.6 shall survive termination of this Agreement. 

Section 9.7. Execution in Counterparts. This Agreement and otherLoan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 

Section 9.8. Governing Law; Jurisdiction; Waiver of Jury Trial. 

(a) ***Governing Law***. Except as otherwise provided in the Security Agreement, the Loan Documents shall be governed by, andconstrued in accordance with, the laws of the State of Minnesota. 

(b) ***Jurisdiction***. The Borrower herebyirrevocably submits to the non-exclusive jurisdiction of any federal court sitting in Minneapolis or St. Paul, Minnesota, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents, and the Borrowerhereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such federal court. The Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of aninconvenient forum to the maintenance of such action or proceeding. The Borrower irrevocably consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing ofcopies of such process, by certified mail, return receipt requested, to the Borrower at its addresses specified in Section 9.4 above. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 9.8(b) shall affect the right of either party to serve legal process in any other manner permitted by law or affect theright of either party to bring any action or proceeding against the other party or its property in the courts of other jurisdictions. 

(c) *WAIVER OF JURY TRIAL*. THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY 

 

34 

ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER. 

Section 9.9. Integration. This Agreement comprises the final and complete integration of all prior expressions by the parties hereto withrespect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to such subject matter, superseding all prior oral or written understandings. 

Section 9.10. Agreement Effectiveness. This Agreement shall become effective upon delivery of fully executed counterparts hereof to each ofthe parties hereto. 

Section 9.11. Headings Descriptive. The headings of the sections and subsections of this Agreement areinserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 

Section 9.12. Assignment. This Agreement shall be binding upon the Borrower and the Lender and their respective successors and assigns, except that the Borrower may not transfer or assign any or all of its rights or obligationshereunder without the prior written consent of the Lender. The Lender may sell, transfer, assign and convey any Note or any portion thereof and any or all of its rights or obligations under this Agreement or with respect to any Loan or Note,including without limitation the right to sell undivided participating interests in any Loan or Note (provided that such sales of participating interests shall not provide for a transfer or change of decision-making control with respect to theadministration and enforcement of this Agreement except in the event of a default by the Lender under the related participation interest sale agreement), to any CarVal Affiliate without any prior notice to or consent of the Borrower. So long as nodefault has occurred pursuant to the Exclusivity Agreement, the Lender shall not make any such assignment to any Person who is not a CarVal Affiliate without the prior written consent of the Borrower. Each Note shall contain the following provisionregarding preconditions to the effectiveness of any such sale, transfer or assignment by the Lender: “This Note shall not be transferred without providing written notice of the transfer and the identity of the transferee to the issuer, whichnotice shall be in the form of a true and correct copy of the original endorsement of this Note provided to the issuer in accordance with the notice provisions of the Credit Agreement. Any purported transfer occurring without providing writtennotice to the issuer in accordance with the previous sentence shall be null and void.” 

Section 9.13. Advice from IndependentCounsel. Each party hereto understands that this Agreement is a legally binding agreement that may affect such party’s rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regardingthe meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it. 

Section 9.14. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereofshall be more strictly construed against any person by reason of the rule of construction that a document is to be construed more strictly against the person 

 

35 

who itself or through its agent prepared the same, it being agreed that all parties hereto have participated in the preparation of this Agreement.

Section 9.15. Use of Lender’s Name. The Borrower hereby agrees that neither the Borrower nor the Servicer shall refer toor use the name “CVI GVF Finco, LLC,” “CVI,” “CarVal Investors,” or “CarVal”, or any such name in any manner in any collection or enforcement activities with respect to any Asset or in any advertising, printedmaterial, electronic medium or other medium, without first obtaining the Lender’s prior written consent. The Lender shall have no obligation to give any such written consent and may withhold the same in its sole and absolute discretion.

Section 9.16. Confidentiality of Information. Each of the Lender and the Borrower hereby acknowledges that it will use theConfidential Information (defined below) solely for the purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement and making any necessary business judgments with respect thereto and, in particular,determining whether or not to make or obtain, as applicable, a Loan with respect to an Asset Pool. In addition, neither the Lender nor the Borrower will disclose any Confidential Information without the prior consent of the other, other than to thedirectors, employees, auditors, counsel or affiliates of the Lender and the Borrower, as applicable, each of whom shall be informed of the confidential nature of the Confidential Information; *provided, however*, that the Lender and theBorrower may disclose any such Confidential Information (i) to any party contemplated in this Agreement or any other Loan Document for the purposes contemplated hereunder or thereunder (including to any permitted assignee of a Loan),(ii) as may be required by any municipal, state, federal or other regulatory body having or claiming to have jurisdiction over such party, (iii) in order to comply with any law, order, regulation, regulatory request or ruling applicable tosuch party or (iv) in the event any such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information. For purposes ofthis Section 9.16, “Confidential Information” shall include: (a) all information regarding one or more Asset Pools in connection with a Borrowing Request (including, but not limited to the Borrower’s, any ExcludedParty’s or any Affiliated Party’s pricing, bidding, collections, returns and profitability) (the “Borrower Confidential Information”), and (b) all information pertaining to the relationship between the Borrower and theLender evidenced by this Agreement and the other Loan Documents (the “Lender Confidential Information”). This Section 9.16 shall be inoperative as to (A) the Borrower, with respect to the Borrower Confidential Information,(B) the Lender, with respect to the Lender Confidential Information, and (C) those portions of the Confidential Information which are or become generally available to the public, the Lender or the Borrower on a non-confidential basis froma source other than the other party or an affiliate of the other party or were known to the Lender or the Borrower on a non-confidential basis prior to its disclosure by the other party. 

Section 9.17. Full Recourse Obligations; Non-Recourse as to Certain Parties. All Obligations are full recourse obligations of the Borrowerand as to all Assets. No Affiliated Party or Excluded Party (other than the Borrower and, as applicable, the Servicer) shall have liability to the Lender under this Agreement or otherwise for performance of the Obligations or in connection with thetransactions contemplated hereby; provided, however, that nothing in the foregoing shall relieve any Affiliated Party or any Excluded Party from liability to the Lender 

 

36 

under the Exclusivity Agreement or for any misapplication or misappropriation of any Asset Pool Proceeds or misappropriation of any Loan Collateral, or forany act of fraud or any knowing and intentional misrepresentation by or on behalf of the Borrower, the Servicer or any such Affiliated Party or Excluded Party**.**

Section 9.18. Effective Date and Termination. This Agreement shall become effective upon execution and shall remain in force until the Facility Termination Date. 

*[Signature Page Follows]*

 

37 

Execution Copy 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. 

 
NCOP CAPITAL III, LLCBy: NCOP NEVADA HOLDINGS, INC., ManagerBy: 
/s/ Albert Zezulinski
Name: Albert ZezulinskiTitle: President (CEO)CVI GVF FINCO, LLCBy: CarVal Investors, LLC, Attorney in FactBy: 
/s/ Greggory S. Haugen
Name: Greggory S. HaugenTitle: Executive Vice President
*[Signature page to NCOP Capital III, LLC Credit Agreement]*

Execution Version 

EXHIBIT A 

**BORROWING REQUEST AND ACCEPTANCE**

                    ,         

CVI GVF Finco, LLC 

c/o CarVal Investors, LLC 

12700 Whitewater Drive 

Minnetonka, Minnesota 55437 

Attn: Jon Taxdahl 

 

Re:
  Request for Loan under our Credit Agreement with you dated effective August 31, 2007 (the “Credit Agreement”)
Ladies and Gentlemen: 

Unless otherwise expressly indicated, all capitalized terms used herein but not otherwise herein defined shall have the respective meanings ascribed to them in the Credit Agreement. On            , we intend to submit an offer to purchase a pool or pools of assets (the “Asset Pool”), which Asset Pool includes consumer finance receivables and/or otherdelinquent or deficiency consumer obligations (the “Assets”) from                      (the “Asset Pool Seller”) for apurchase price not to exceed $              (the “Purchase Price”), such purchase to be effected pursuant to the terms and conditions of a purchase agreement which, ifavailable, is in substantially the form attached hereto as Annex I (the “Purchase Agreement”). We anticipate that the Total Cost of the Asset Pool will be $            .

Pursuant to Section 2.1 of the Credit Agreement, we hereby request that you make a Loan in the amount of$            , subject to interest at the applicable Floating Rate, which amount is [             percent(    %)] of the Total Cost of the Asset Pool. Our Asset Pool Contribution with respect to the Asset Pool will be $            , which is[             percent (    %)] of the Total Cost of the Asset Pool. 

For purposes of the Limited Liability Company Agreement of NCOP Capital III, LLC, dated effective August 31, 2007, between NCOP Nevada Holdings, Inc., as member, and CVI GVF Finco, LLC, as member (the“Limited Liability Company Agreement”), the applicable Asset Pool Percentages (as defined in the Limited Liability Company Agreement) for this Asset Pool shall be as follows: for NCOP Nevada Holdings, Inc. -    %; for CVI GVF Finco, LLC -     %. 

To induce you to make the Loans requested above,we hereby represent and warrant to you the following: 

(a) No Event of Default has occurred and is continuing, or willresult from the making of this Borrowing Request or the transactions contemplated hereby; 

(b) The conditions precedent setforth in Section 4.2 of the Credit Agreement are fully satisfied as of the date of the Borrowing Request; and 

 

A-1 

(c) The representations, warranties and covenants of the undersigned set forth in ArticleV and Section 4.3 of the Credit Agreement are true and correct as of the date of the Borrowing Request. 

Pursuant to Section 2.1of the Credit Agreement, included with this Borrowing Request is the following pertinent information and documentation relating to the Asset Pool: 

(a) Attached hereto as Annex II is the related bid package as provided by the Asset Pool Seller; and 

(b) Attached hereto as Annex III is all relevant additional information regarding the Assets, including without limitation, the aggregate number of Accounts included in the Asset Pool and projections of Asset Pool Proceeds, PurchaseExpenses incurred to date, an estimate of future Purchase Expenses, a budget for the anticipated costs of collection to be incurred in collecting the Assets and all related cash flow models in sufficient detail to accurately describe the anticipatedinternal rate of return for the Assets and other information material to our economic assumptions with respect to the Assets. 

We will useour best efforts to promptly supply such additional pertinent information and documentation as you may request. 

In accordance withSection 2.1 of the Credit Agreement, your failure to accept this Borrowing Request within the Response Period shall be deemed a rejection of this Borrowing Request by you. 

 
Very truly yours,NCOP CAPITAL III, LLCBy: NCOP NEVADA HOLDINGS, INC., ManagerBy: 
 
Name: 
 
Title: 
 

 

A-2 

Accepted, Agreed and Acknowledged this 

*    * day of                     ,            : 

 
CVI GVF Finco, LLCBy: CarVal Investors, LLC, its Attorney in FactBy: 
 
Name: 
 
Title: 
 

Accepted and Agreed to this      day of                    ,             , with respect to the applicable AssetPool Percentages of the undersigned with respect to the Asset Pool described above for purposes of the Limited Liability Company Agreement. Each of the undersigned acknowledges and agrees that upon acceptance of the foregoing Borrowing Request bythe Lender and the closing of the acquisition of the Asset Pool described above, either of the undersigned may cause the Limited Liability Company Agreement to be amended, if applicable, to reflect the Asset Pool Percentages described above for theAsset Pool described above. 

 
NCOP NEVADA HOLDINGS, INC.By: 
 
Name: 
 
Title: 
 
CVI GVF FINCO, LLCBy: CarVal Investors, LLC, its Attorney in FactBy: 
 
Name: 
 
Title: 
 

 

A-3 

ANNEX I 

[PURCHASE AGREEMENT] 

 

A-4 

ANNEX II 

[BID PACKAGE] 

 

A-5 

ANNEX III 

[ASSET POOL INFORMATION] 

 

A-6 

Execution Version 

EXHIBIT B-1 

Pool Reference 

_____ ___ 

_________ 

**PROMISSORY NOTE**

$                        Minnetonka, Minnesota 

_____, ___ 

For value received, the undersigned, NCOP CAPITAL III, LLC, a Nevadalimited liability company (the “Borrower”), hereby promises to pay to the order of CVI GVF Finco, LLC, a Delaware limited liability company (the “Lender”), at its main office in Minnetonka, Minnesota, or at any other placedesignated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of                                        dollars and     /100 ($            ), together with interest on the principal amount hereunder remaining unpaid from the date hereof until this Note isfully paid, at the interest rate in effect from time to time under the Credit Agreement (defined below) computed in accordance with the Credit Agreement. 

The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement, but in any event will be due and payable in full on                    ,             (the “Loan Maturity Date”).This Note may be prepaid only in accordance with the Credit Agreement. 

The “Credit Agreement,” as referred to herein, shall meanthat certain Credit Agreement dated effective August 31, 2007, by and among the undersigned and the Lender. This Note is issued in connection with the acquisition by the Borrower of a portfolio of assets from             on (or about) the date hereof and such portfolio is described and referred to in the Lender’s records as            . This Note is subject to and is payable in accordance with the Credit Agreement and is one of the Notes referred to therein. 

This Note is secured, among other things, pursuant to the Security Agreement (as defined in the Credit Agreement) and the other Loan Documents (asdefined in the Credit Agreement), and may now or hereafter be secured by one or more other security agreements, pledges, assignments, agreements or other instruments. 

 

B - 1-1 

The Borrower hereby agrees to pay all costs of collection, including attorneys’ fees and legalexpenses, in the event this Note is not paid when due, whether or not legal proceedings are commenced. Presentment or other demand for payment, notice of dishonor and protest are expressly waived. 

This Note shall not be transferred without providing written notice of the transfer and the identity of the transferee to the issuer, which notice shallbe in the form of a true and correct copy of the original endorsement of this Note provided to the issuer in accordance with the notice provisions of the Credit Agreement. Any purported transfer occurring without providing written notice to theissuer in accordance with the previous sentence shall be null and void. 

 
NCOP CAPITAL III, LLCBy: NCOP NEVADA HOLDINGS, INC., ManagerBy: 
 
Name: 
 
Title: 
 

 

B - 1-2 

Execution Version 

EXHIBIT B-2 

Pool Reference 

_____ ___ 

_________ 

**PROMISSORY NOTE**

 

$            
  Minnetonka, Minnesota                      ,            
For value received, the undersigned, NCOP CAPITAL III, LLC, a Nevada limited liability company(the “Borrower”), hereby promises to pay to the order of CVI GVF Finco, LLC, a Delaware limited liability company (the “Lender”), at its main office in Minnetonka, Minnesota, or at any other place designated at any time by theholder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of                                        dollars and     /100 ($            ), together with interest on the principal amount hereunder remaining unpaid from the date hereof until this Note isfully paid, at the interest rate in effect from time to time under the Credit Agreement (defined below) computed in accordance with the Credit Agreement. 

The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement, but in any event will be due and payable in full on                    ,              (the “Loan Maturity Date”).This Note may be prepaid only in accordance with the Credit Agreement. 

The “Credit Agreement,” as referred to herein, shall meanthat certain Credit Agreement dated effective August 31, 2007, by and among the undersigned and the Lender. This Note is issued in connection with the acquisition by the Borrower of a portfolio of assets from             on (or about) the date hereof and such portfolio is described and referred to in the Lender’s records as            . This Note is subject to and is payable in accordance with the Credit Agreement and is one of the Notes referred to therein. 

This Note is issued in replacement of, and substitution for, but not in payment of, the undersigned’s Promissory Note dated                    ,             , payable to the order of the Lender inthe original principal amount of $            . 

This Note is secured,among other things, pursuant to the Security Agreement (as defined in the Credit Agreement) and the other Loan Documents (as defined in the Credit Agreement), and may now or hereafter be secured by one or more other security agreements, pledges,assignments, agreements or other instruments. 

 

B - 2-1 

The Borrower hereby agrees to pay all costs of collection, including attorneys’ fees and legalexpenses, in the event this Note is not paid when due, whether or not legal proceedings are commenced. Presentment or other demand for payment, notice of dishonor and protest are expressly waived. 

This Note shall not be transferred without providing written notice of the transfer and the identity of the transferee to the issuer, which notice shallbe in the form of a true and correct copy of the original endorsement of this Note provided to the issuer in accordance with the notice provisions of the Credit Agreement. Any purported transfer occurring without providing written notice to theissuer in accordance with the previous sentence shall be null and void. 

 
NCOP CAPITAL III, LLCBy: NCOP NEVADA HOLDINGS, INC., ManagerBy: 
 
Name: 
 
Title: 
 

 

B - 2-2 

Execution Version 

SCHEDULE 5.5 

**MATERIAL LITIGATION OF THE BORROWER**

*NONE*

 

Schedule 5.5 - 1