cpss_ex10-25.htm


    EXECUTION
COPY

    


     

    TRANSFER
AND SERVICING AGREEMENT

     

    Dated as
of September 26, 2008

     

    ____________________________________________________________________

     

    AUTO
LOAN TRUST

     

    ____________________________________________________________________

     

    among

     

    CALT
SPE, LLC,

     

    as
Transferor,

     

    CONSUMER
PORTFOLIO SERVICES, INC.,

     

    as
Servicer,

     

    AUTO
LOAN TRUST,

    as
Issuer

    


    


    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

     

    as
Indenture Trustee and Custodian

     

    and

     

    CIGPF
I CORP.,

     

    as
Investor Representative

     

    
      


       

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TRANSFER
AND SERVICING AGREEMENT, dated as of September 26, 2008, among CALT SPE, LLC, a
Delaware limited liability company, as Transferor, CONSUMER PORTFOLIO SERVICES,
INC., a California corporation, as Servicer, AUTO LOAN TRUST, a Delaware
statutory trust, as Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as Indenture
Trustee and Custodian, and CIGPF I CORP., as Investor
Representative.

     

    In
consideration of the mutual agreements herein contained, each party agrees as
follows for the benefit of the other parties, the Noteholders and any Series
Enhancer to the extent provided herein, in the Indenture and in any Indenture
Supplement:

     

    ARTICLE
I                                

     

    


     

    DEFINITIONS

     

    Section
1.01. Definitions.  Whenever
used in this Agreement, the following words and phrases shall have the following
meanings, and the definitions of such terms are applicable to the singular as
well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.

     

    “Adverse Effect” shall
mean, with respect to any action, that such action will (a) result in the
occurrence of a Default or an Event of Default or (b) materially and
adversely affect the amount or timing of distributions to be made to the
Noteholders or any Series Enhancer of any Series or Class pursuant to this
Agreement, the Indenture or the related Indenture Supplement.

     

    “Affiliate” of any
specified Person means any other Person controlling or controlled by or under
common control with such specified Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” or “controlled” have meanings correlative
to the foregoing.

     

    “Agreement” shall mean
this Transfer and Servicing Agreement (including the Servicing Annex), as the
same may be amended, supplemented or otherwise modified from time to
time.

     

    “Allocation Amount”
shall mean, with respect to any Series and for any date, an amount equal to
amount of Collections allocated to such Series pursuant to Section 4.01(b) of
the related Indenture Supplement.

     

    “Backup Servicer”
shall mean Systems & Services Technologies, Inc. or such other backup
servicer designated by the Investor Representative, at its sole option, after
the Closing Date in a notice to the Servicer and the Indenture
Trustee.

     

    “Business Day” means
any day other than (a) a Saturday or Sunday or (b) any other day on which
banking institutions in New York, New York, Irvine, California, Wilmington,
Delaware, Minneapolis, Minnesota, or any other city in which the
principal

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    executive
offices of the Servicer, the Issuer, the Transferor or the Indenture Trustee, as
the case may be, are located, are authorized or obligated by law, executive
order or governmental decree to be closed or on which the fixed income markets
in New York, New York are closed or (c) for purposes of any particular Series,
any other day specified in the applicable Indenture Supplement.

     

    “CALT SPE” shall mean
CALT SPE, LLC, a Delaware limited liability company, and its successors and
permitted assigns.

     

    “CIGPF” shall mean
CIGPF I Corp., a New York corporation, and its successors and permitted
assigns.

     

    “Collection Period”
shall mean, with respect to each Distribution Date, unless otherwise provided in
an Indenture Supplement, the preceding calendar month; provided, however, that the
initial Collection Period with respect to any Series will commence on the
Cut-Off Date with respect to such Series.

     

    “Collection Policy”
shall mean the collection policy of the Servicer, which are the practices and
procedures employed in the servicing of Contracts as of the Closing Date, as
described in  Schedule
2.

     

    “Collections” shall
mean all amounts collected on or in respect of the Contracts after the
applicable Cut-Off Date, including Scheduled Payments (whether received in whole
or in part, whether related to a current, future or prior due date, whether paid
voluntarily by an Obligor or received in connection with the realization of the
amounts due and to become due under any defaulted Contract or upon the sale of
any property acquired in respect thereof), all partial prepayments, all full
prepayments, recoveries, or any other form of payment.

     

    “Commission” shall
mean the Securities and Exchange Commission and any successor Governmental
Authority.

     

    “Contract” means each
motor vehicle loan contract of a Financed Vehicle that appears on the Contract
Schedule, including all Supporting Obligations with respect to such
Contract.

     

    “Contract Schedule”
shall mean a complete schedule of all Contracts that is attached to this
Agreement and marked as Schedule
1.  The Contract Schedule may take the form of a computer file,
a microfiche list, or another tangible medium that is commercially
reasonable.  The Contract Schedule must identify each Contract by
account number and by the balance of the contract as of the Cut-Off Date, and
shall set forth such other information with respect to each such Contract as the
Investor Representative has requested prior to the Closing Date.

     

    “Corporate Trust
Office” shall have the meaning (a) when used in respect of the Owner
Trustee, specified in the Trust Agreement and (b) when used in respect of the
Indenture Trustee, specified in the Indenture.

     

    “Covered Contract”
shall have the meaning specified in Section 2.06.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “CPS” shall mean
Consumer Portfolio Services, Inc., a California corporation, and its successors
and permitted assigns.

     

    “Custodian” shall mean
Wells Fargo Bank, National Association, in its capacity as custodian of the
Custodial files hereunder, its successors in interest and any successor
custodian under this Agreement.

     

    “Custodial File”
means, with respect to a Contract, a file containing the following documents or
instruments with respect to such Contract:  (i) the fully executed
original of the Contract, and (ii) the original Certificate of Title in the name
of the Obligor with a notation on such Certificate of Title evidencing Seller’s
security interest therein or such documents that the Seller shall keep on file,
in accordance with its customary procedures, evidencing the security interest of
the Seller in the Financed Vehicle or, if not yet received, a copy of the
application therefor showing the Seller as secured party, or a dealer guarantee
of title.

     

    “Cut-Off Date” means
the close of business on August 31, 2008.

     

    “Debtor Relief Laws”
shall mean (i) the United States Bankruptcy Code and (ii) all other
applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement,
receivership, insolvency, reorganization, suspension of payments, adjustment of
debt, marshalling of assets or similar debtor relief laws of the United States,
any state or any foreign country from time to time in effect affecting the
rights of creditors generally.

     

    “Determination Date”
shall mean the third Business Day preceding each Distribution Date.

     

    “Distribution Date”
shall mean, with respect to any Series, the date specified in the applicable
Indenture Supplement.

     

    “Eligible Contract”
shall mean a Contract for which each representation and warranty set forth in
Section 3.04 of the Purchase Agreement is true and correct.

     

    “Encumbrance” shall
mean any security interest, mortgage, claim, charge (fixed or floating), deed of
trust, pledge, hypothecation, assignment, deposit arrangement, equity interest,
encumbrance, lien (statutory or other), preference, participation interest,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever, including any conditional sale or other title retention
agreement, or any financing lease having substantially the same economic effect
as any of the foregoing, and the filing of any financing statement under the UCC
or comparable law of any jurisdiction to evidence any of the foregoing; provided, however, that any
assignment permitted by Section 2.04(b) of the Trust Agreement or Section  5.02
of, and the lien created by, this Agreement shall not be deemed to constitute an
Encumbrance; provided further, however, that each of
(1) the lien created in favor of CALT SPE under the Purchase Agreement and (2)
the lien created in favor of the Indenture Trustee under the Indenture shall not
be deemed to constitute an Encumbrance.

     

    “Financed Vehicle”
means a new or used automobile, together with any and all non-severable
appliances, parts, instruments, accessories, furnishings, other equipment,
accessions, additions, improvements, substitutions and replacements from time to
time in or to

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    such
vehicle, that has or had been pledged by the related Obligor as collateral
security for such Contract.

     

    “Grantor
Trust”:  The trust formed pursuant to the Grantor Trust
Agreement between the Transferor and Wells Fargo Bank, National Association, as
trustee, the ownership of which is represented by the related Grantor Trust
Certificates.

     

    “Grantor Trust
Certificate”:  The trust certificate that represents an
interest in the assets of the Grantor Trust.

     

    “Grantor
Trustee”:  Wells Fargo Bank, National Association, a national
banking association, solely in its capacity as trustee of each Grantor
Trust.

     

    “Indenture” shall mean
the Master Indenture, dated as of September 26, 2008, among the Issuer, the
Indenture Trustee and the Servicer, as the same may be amended, supplemented or
otherwise modified from time to time.

     

    “Indenture Supplement”
shall mean, with respect to any Series, the related Indenture
Supplement.

     

    “Indenture Trustee”
shall mean Wells Fargo Bank, National Association, in its capacity as indenture
trustee under the Indenture, its successors in interest and any successor
indenture trustee under the Indenture.

     

    “Independent Director”
shall have the meaning specified in Section
2.07(g)(vii).

     

    “Investor
Representative” shall mean, initially, CIGPF I Corp. and, thereafter, any
successor Investor Representative identified to the Servicer, the Owner Trustee
and the Indenture Trustee by the existing Investor Representative.

     

    “Issuer” shall mean
Auto Loan Trust, a Delaware statutory trust, and its successors and permitted
assigns.

     

    “LLC Agreement” means
the limited liability agreement of CALT SPE, LLC, dated September 26, 2008, as
the same may be amended, supplemented or otherwise modified from time to
time.

     

    “Lockbox” means a post
office box or other similar arrangement to which the Obligors have been
instructed to remit Scheduled Payments, which shall initially be located at P.O.
Box 98742, Phoenix, Arizona 85038-0742.

     

    “Monthly Servicing
Fee” shall have the meaning specified in Section
3.02.

     

    “Obligor” means the
purchaser or the co-purchasers of the Financed Vehicle or any other Person who
owes payments under a Contract.

     

    “Opinion of Counsel”
shall mean a written opinion of counsel, who may be counsel for, or an employee
of, the Person providing the opinion and who shall be reasonably

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    acceptable
to the Person to whom the opinion is to be provided; provided, however, that any Tax
Opinion or other opinion relating to federal income tax matters shall be an
opinion of nationally recognized tax counsel.

     

    “Owner Trustee” shall
mean Wilmington Trust Company, a Delaware banking corporation, not in its
individual capacity but solely as owner trustee under the Trust Agreement, and
any successor Owner Trustee thereunder.

     

    “Person” shall mean an
individual, corporation, partnership, limited liability company, association,
trust, government or political subdivision or agency thereof, or other legal
entity.

     

    “Purchase Agreement”
shall mean the Motor Vehicle Contracts Purchase and Sale Agreement by and
between CPS and CALT SPE, LLC, dated as of September 26, 2008, as it may be
further amended, amended and restated, supplemented, or otherwise modified from
time to time.

     

    “Repurchase Price”
shall have the meaning specified in the Purchase Agreement.

     

    “Requirements of Law”
shall mean, for any Person, (a) any certificate of incorporation, certificate of
formation, articles of association, bylaws, limited liability company agreement,
or other organizational or governing documents of that Person and (b) any law,
treaty, statute, regulation, or rule, or any determination by a Governmental
Authority or arbitrator, that is applicable to or binding on that Person or to
which that Person is subject.  This term includes, without limitation,
usury laws, the Exchange Act, the Truth in Lending Act, and Regulation Z and
Regulation B of the Board of Governors of the Federal Reserve
System.

     

    “Series Allocation
Percentage” shall have, for any Series, the meaning specified in the
related Indenture Supplement.

     

    “Servicing Annex shall
mean the servicing terms and conditions set forth on Annex A attached
hereto.

     

    “Servicing Fee” shall
have the meaning specified in Section
3.02.

     

    “Servicing Fee Rate”
shall mean, with respect to any Series, the servicing fee rate specified in the
related Indenture Supplement.

     

    “Servicing Officer”
shall mean any officer of the Servicer or an attorney in fact of the Servicer
who in either case is involved in, or responsible for, the administration and
servicing of the Contracts and whose name appears on an Officer’s Certificate of
the Servicer delivered to the Issuer pursuant to Section 2.01(k) of the
Servicing Annex.

     

    “Sold Assets” shall
have the meaning specified in the Purchase Agreement.

     

    “Servicer” shall mean
(i) initially, CPS, in its capacity as Servicer pursuant to this Agreement, and
(ii) after any Transfer Date (as defined in the Servicing Annex), the Successor
Servicer.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Successor Servicer”
shall mean the successor servicer appointed by the Investor Representative in
accordance with Article VI of the Servicing Annex.

     

    “Supporting
Obligation” has the meaning given to such term in Section 9-102(a)(77) of
the UCC.

     

    “Transaction
Documents” shall mean this Agreement, the Grantor Trust Agreement, the
Indenture, each Indenture Supplement, the Purchase Agreement, the Pricing
Letter, each Note Purchase Agreement, the Administration Agreement, the LLC
Agreement and the Trust Agreement.

     

    “Transferor” shall
mean CALT SPE or its successors or permitted assigns under this
Agreement.

     

    “Transferred Assets”
shall have the meaning specified in Section
2.01(a).

     

    “Trust Agreement”
shall mean the Amended and Restated Trust Agreement relating to the Issuer,
dated as of September 26, 2008, between CALT SPE and the Owner Trustee, as the
same may be amended, supplemented or otherwise modified from time to
time.

     

    “UCC” shall mean the
Uniform Commercial Code as in effect in the respective
jurisdiction.

     

    Section
1.02. Other Definitional
Provisions.

     

    (a)           All
terms used herein and not otherwise defined herein shall have meanings ascribed
to them in the Trust Agreement, the Indenture and, for any Series, the related
Indenture Supplement, as applicable.

     

    (b)           All
terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

     

    (c)           As
used in this Agreement and in any certificate or other document made or
delivered pursuant hereto, accounting terms not defined in this Agreement or in
any such certificate or other document, and accounting terms partly defined in
this Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles or regulatory accounting principles, as
applicable and as in effect on the date of this Agreement.  To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles or regulatory accounting
principles in the United States, the definitions contained in this Agreement or
in any such certificate or other document shall control.

     

    (d)           Except
as otherwise expressly provided herein, the agreements, representations and
warranties of CALT SPE in this Agreement in its capacity as Transferor shall be
deemed to be the agreements, representations and warranties of CALT SPE solely
in such capacity for so long as CALT SPE acts in such capacity under this
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)           Any
reference to each Rating Agency shall only apply to any specific rating agency
if such rating agency is then rating any outstanding Series and if no rating
agency is then rating such outstanding Series, shall mean the Investor
Representative.

    (f)           Unless
otherwise specified, references to any amount as on deposit or outstanding on
any particular date shall mean such amount at the close of business on such
day.

     

    (g)           The
words “hereof,”
“herein” and
“hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision or subdivision of this
Agreement; references to any subsection, Section, Schedule or Exhibit are
references to subsections, Sections, Schedules and Exhibits in or to this
Agreement unless otherwise specified; and the term “including” shall mean
“including without
limitation.”

     

    (h)           Terms
used herein that are defined in the New York UCC and not otherwise defined shall
have the meanings set forth in the New York UCC unless the context requires
otherwise.

     

    [END OF ARTICLE I]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
II                                

     

    


     

    CONVEYANCE
OF TRANSFEROR’S INTEREST IN CONTRACTS

     

    Section
2.01. Conveyance of Grantor Trust
Certificate.  (a)  For good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
Transferor does hereby transfer, assign, set-over and otherwise convey to the
Issuer, without recourse except as provided herein, all its right, title and
interest in, to and under, whether now owned or hereafter acquired, (i) the
Sold Assets (as evidenced by the Grantor Trust Certificate), (ii) all rights to
payment and amounts due or to become due with respect to the foregoing,
(iii)  the right to receive all Collections as distributions on the
Grantor Trust Certificate, (iv) all rights of the Transferor against the Seller
under the Purchase Agreement and (v) all proceeds thereof (such property,
collectively, the “Transferred
Assets”).  The foregoing does not constitute and is not
intended to result in the creation or assumption by the Issuer, the Owner
Trustee (as such or in its individual capacity), the Indenture Trustee, any
Noteholder, or any Series Enhancer of any obligation of the Transferor, the
Servicer or any other Person in connection with the Contracts or under any
agreement or instrument relating thereto, including any obligations to
Obligors.  The Obligors shall not be notified of the transfer,
assignment, set-over and conveyance of the Contracts to the
Issuer.  

     

    (b) In
consideration for the conveyance and transfer of the Transferred Assets
hereunder, the Issuer hereby agrees to pay to the Transferor fair value for such
Transferred Assets to be paid first, from the net
proceeds received from the issuance of each Series and second, by Transferor
making and the Issuer accepting a contribution to the Issuer’s capital in an
amount equal to the unpaid portion of such amount, if any; provided, however, to the
extent that CPS has not been paid any amounts owed to it pursuant to Article II
of the Purchase Agreement, the Transferor hereby directs the Issuer to pay such
proceeds directly to CPS in an amount equal to such unpaid
amounts.  The transfer and conveyance of Transferred Assets by the
Transferor to the Issuer hereunder shall be effective immediately upon the
purchase of such Transferred Assets by the Transferor from CPS pursuant to the
Purchase Agreement, without any further action by the Transferor or Issuer
hereunder.

     

    (c) The
Transferor agrees to authorize, record, and file, at its own expense, (and
hereby does authorize the filing of) financing statements (and amendments to
financing statements when applicable) with respect to the Contracts and the
other Transferred Assets meeting the Requirements of Law in such manner and in
such jurisdictions as are necessary to perfect, and maintain the perfection of,
the transfer and assignment of the Transferred Assets to the Issuer, and to
deliver a file stamped copy of each such financing statement or other evidence
of such filing (which can include telephonic confirmation) to the Issuer on or
prior to the Closing Date, and, in the case of amendments to financing
statements, as soon as practicable after receipt thereof by the
Transferor.  The Owner Trustee shall be under no obligation whatsoever
to file such financing statements or amendments to financing statements or to
make any other filing under the UCC in connection with such transfer and
assignment.

     

    (d) The
Transferor further agrees, at its own expense, on or prior to the Closing Date
to indicate in its books and records (including the appropriate computer files)
that

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
Transferred Assets have been conveyed to the Issuer pursuant to this Agreement
and to deliver to the Issuer a Contract Schedule specifying for each Contract as
of the Cut-Off Date its account number and the aggregate principal amount
outstanding of such Contract.  Once the books and records (including
the appropriate computer files) referenced in this paragraph have been indicated
with respect to any Contract, the Transferor further agrees not to alter such
indication during the remaining term of this Agreement, unless and until the
Transferor shall have delivered to the Issuer and the Indenture Trustee at least
thirty (30) days’ prior written notice of its intention to do so and has taken
such action as is necessary or advisable to cause the interest of the Issuer in
the Transferred Assets to continue to be perfected and of first priority, and
has delivered to the Owner Trustee and the Indenture Trustee an Opinion of
Counsel to such effect.

     

    (e) In the
event that it is determined that the transactions evidenced hereby constitute a
loan and not a purchase and sale, this Agreement shall constitute a security
agreement under applicable law.  The Transferor hereby grants to the
Issuer a first priority perfected security interest in all of the Transferor’s
right, title and interest, whether now owned or hereafter acquired, in, to and
under the Transferred Assets, and all proceeds thereof, to secure its
obligations hereunder.

     

    Section
2.02. Acceptance by
Issuer.

     

    (a)           The
Issuer hereby acknowledges its acceptance of all right, title and interest to
the Transferred Assets conveyed to the Issuer pursuant to Section
2.01.  The Issuer further acknowledges that, prior to or
simultaneously with the execution and delivery of this Agreement, the Transferor
delivered to it a Contract Schedule relating to the Contracts described in
paragraph (d) of Section 2.01.

     

    (b)           The
Issuer hereby agrees not to disclose to any Person any of the account numbers or
other personally identifiable information contained in any Contract Schedule
delivered to the Issuer, from time to time, except (i) to a servicer or as
required by a Requirement of Law applicable to the Owner Trustee or the Issuer,
(ii) in connection with the performance of the Issuer’s duties hereunder,
(iii) to the Indenture Trustee in connection with its duties in enforcing
the rights of Noteholders and Series Enhancers, (iv) to the Noteholders or
(v) to bona fide creditors or potential creditors of CPS, the Transferor or the
Issuer for the limited purpose of enabling any such creditor to identify
applicable Contracts subject to this Agreement, the Purchase Agreement or the
Indenture.  The Issuer agrees to take such measures as shall be
reasonably requested by the Transferor to protect and maintain the security and
confidentiality of such information and, in connection therewith, shall allow
the Transferor or its duly authorized representatives to inspect the Owner
Trustee’s security and confidentiality arrangements as they specifically relate
to the administration of the Issuer from time to time during normal business
hours upon prior written notice.

     

    (c)           The
Owner Trustee shall have no power to create, assume or incur indebtedness or
other liabilities in the name of the Issuer other than as contemplated in the
Transaction Documents.

     

    Section
2.03. [Reserved].  

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Representations and
Warranties of the Transferor Relating to the Transferor.  The
Transferor hereby represents and warrants to the Issuer (and agrees that the
Owner Trustee and the Indenture Trustee may conclusively rely on each such
representation and warranty in accepting the Transferred Assets and in accepting
the Trust Estate and authenticating the Notes, as the case may be), as of the
Closing Date that:

     

    (a)           Organization and Good
Standing.  The Transferor is a limited liability company
validly existing under the laws of the jurisdiction of its organization and has,
in all material respects, full power and authority to own its properties and
conduct its business as presently owned or conducted, and to execute, deliver
and perform its obligations under this Agreement, the Trust Agreement and the
Purchase Agreement.

     

    (b)           Due
Qualification.  The Transferor is duly qualified to do business
and is in good standing as a foreign corporation and has obtained all necessary
licenses and approvals in each jurisdiction in which failure to so qualify or to
obtain such licenses and approvals would have an Adverse Effect.

     

    (c)           Due
Authorization.  The execution and delivery of this Agreement
and any Transaction Document to which it is a party by the Transferor and the
consummation by the Transferor of the transactions provided for in this
Agreement, the Trust Agreement and the Purchase Agreement been duly authorized
by the Transferor by all necessary action on the part of the
Transferor.

     

    (d)           No
Conflict.  The execution and delivery by the Transferor of this
Agreement, the Trust Agreement and the Purchase Agreement, and the performance
by the Transferor of the transactions contemplated by this Agreement, the Trust
Agreement and the Purchase Agreement and the fulfillment by the Transferor of
the terms hereof and thereof applicable to the Transferor, will not conflict
with or violate the organizational documents of the Transferor or any
Requirements of Law applicable to the Transferor or conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a default under, any indenture, contract,
agreement, mortgage, deed of trust or other instrument to which the Transferor
is a party or by which it or its properties are bound.

     

    (e)           No
Proceedings.  There are no Proceedings or investigations
pending or, to the best knowledge of the Transferor, threatened, against the
Transferor before any Governmental Authority (i) asserting the invalidity
of this Agreement, the Trust Agreement or the Purchase Agreement,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, the Trust Agreement or the Purchase Agreement,
(iii) seeking any determination or ruling that, in the reasonable judgment
of the Transferor, would materially and adversely affect the performance by the
Transferor of its obligations under this Agreement, the Trust Agreement or the
Purchase Agreement, (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of this
Agreement, the Trust Agreement or the Purchase Agreement, or (v) seeking to
affect adversely the income or franchise tax attributes of the Issuer under the
United States Federal or any state income or franchise tax systems.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)           All
Consents.  All authorizations, consents, orders or approvals of
or registrations or declarations with any Governmental Authority required to be
obtained, effected or given by the Transferor in connection with the execution
and delivery by the Transferor of this Agreement, the Trust Agreement and the
Purchase Agreement and the performance of the transactions contemplated by this
Agreement, the Trust Agreement and the Purchase Agreement to which it is a party
by the Transferor have been duly obtained, effected or given and are in full
force and effect.

    Section
2.04. Representations and
Warranties of the Transferor Relating to this Agreement and the
Contracts.

     

    (a)           Representations and
Warranties.  The Transferor hereby represents and warrants to
the Issuer and the Servicer as of the Closing Date that:

     

    (i)           this
Agreement, the Trust Agreement, the Grantor Trust Agreement and the Purchase
Agreement each constitutes a legal, valid and binding obligation of the
Transferor enforceable against the Transferor in accordance with its terms,
except as such enforceability may be limited by applicable Debtor Relief Laws or
general principles of equity (whether considered in a proceeding at law or in
equity);

     

    (ii)           the
Contract Schedule provided to the Issuer by the Transferor, as supplemented to
the Closing Date, is an accurate and complete listing in all material respects
of all the Contracts which were transferred by the Transferor as of the Closing
Date, and the information contained therein with respect to the identity of such
Contracts existing thereunder is true and correct in all material respects as of
the Cut-Off Date;

     

    (iii)           this
Agreement constitutes a valid sale, transfer, assignment and conveyance to the
Issuer of all right, title and interest of the Transferor in the Contracts
conveyed to the Issuer by the Transferor and the proceeds thereof or, if this
Agreement does not constitute a sale of such property, it constitutes a grant of
a first priority perfected security interest in such property to the Issuer,
which, is enforceable upon execution and delivery of this
Agreement.  Upon the filing of the financing statements, the Issuer
shall have a first priority perfected security or ownership interest in such
property and proceeds;

     

    (iv)           as
of the Cut-Off Date, each Contract was an Eligible Contract;

     

    (vii)           the
Contracts constitute “tangible chattel paper” within the meaning of the
applicable UCC;

     

    (viii)                      each
of the representations and warranties of the Seller set forth in Section 3.03 of
the Purchase Agreement is true and correct as of the date hereof;

     

    (ix)           the
Transferor has caused or will have caused, within ten days of this Agreement,
the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Contracts granted to the Issuer hereunder;
and

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (x)           other
than (A) the security interest granted to the Issuer pursuant to this Agreement
and (B) any security interests that have been released prior to such grant and
for which all UCC-3 termination statements have been validly and effectively
filed, the Transferor has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Contracts described in Section
2.01.  The Transferor has not authorized the filing of and is not
aware of any financing statements against the Transferor that include a
description of collateral covering such Contracts other than any financing
statement (i) relating to the security interest granted to the Issuer hereunder,
or (ii) that has been terminated.

    (b)           Notice of
Breach.  The representations and warranties set forth in Section 2.04 and
this Section
2.05 shall survive the transfers and assignments of the Contracts to the
Issuer, the grant of a security interest in the Contracts to the Indenture
Trustee pursuant to the Indenture, and the issuance of the
Notes.  Upon discovery by the Transferor, the Servicer or the Owner
Trustee of a breach of any of the representations and warranties set forth in
Section 2.04 or
this Section
2.05, the party discovering such breach shall give notice to the other
parties and to the Indenture Trustee within three (3) Business Days following
such discovery; provided that the
failure to give notice within three (3) Business Days does not preclude
subsequent notice.

     

    Section
2.05. Reassignment of Ineligible
Contracts. In the event any Contract is (a) determined to be a Contract
that was not an Eligible Contract as of the Cut-Off Date or (b) determined to be
a Contract for which any representation or warranty under Section 2.05 is
not true and correct on the date of transfer of the related Contract arising
therein in any material respect as a result of any action or failure to act by
the Transferor to the extent such failure to be so true and correct results in
such Contract not being an Eligible Contract (in each case, a “Covered
Contract”), then after a Responsible Officer of the Indenture Trustee
receives written notice by the Servicer or the Investor Representative, the
Indenture Trustee by notice then given to the Transferor and the Servicer, shall
direct the Transferor to accept a reassignment of such Contract and the
Transferor shall be obligated to accept such reassignment.  Upon
reassignment of any such Contract pursuant to the Purchase Agreement, if
applicable, and payment to the Issuer of the Repurchase Price, the Issuer shall
automatically and without further action transfer, assign, set over and
otherwise convey to the party repurchasing such Contract, without recourse,
representation or warranty, all the right, title and interest of the Issuer in
and to such Contract, all monies and amounts due or to become due, and all
proceeds thereof and such reassigned Contract shall be treated by the Issuer as
collected in full as of the date on which it was transferred.  The
Issuer shall execute such documents and instruments of transfer or assignment
and take such other actions as shall reasonably be requested and provided by the
party repurchasing such Contract to effect the conveyance of such
Contract.  Notwithstanding anything herein contained to the contrary,
with respect to any such Contract, the Issuer shall only be entitled to the
amount, if any, payable under the Purchase Agreement with respect to any breach
of a representation, warranty, covenant or agreement thereunder.

     

    Section
2.06. Reassignment of Trust
Portfolio.  In the event any representation or warranty of the
Transferor set forth in Section 2.04 or Section 2.05(a)(i)
or (iii) is not
true and correct in any material respect, of which written notice has been given
to the Indenture Trustee by the Servicer or the Investor Representative, on the
Contracts conveyed to the Issuer by the Transferor or the availability of the
proceeds thereof to the Issuer, then the Indenture Trustee, by notice then given
to the Transferor and the Servicer, shall direct the Transferor to accept a
reassignment of the Contracts conveyed to the Issuer by the Transferor if such
breach is not

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    cured
within thirty (30) days of such notice (or within such longer period, as
specified by the Transferor, not in excess of one hundred twenty (120) days),
and upon those conditions the Transferor shall be obligated to accept such
reassignment on the terms set forth below; provided, however, that such
Contracts will not be reassigned to the Transferor if, on any day prior to the
end of such thirty-day or longer period (i) the relevant representation and
warranty shall be true and correct in all material respects as if made on such
day and (ii) the Transferor shall have delivered to the Owner Trustee and
the Indenture Trustee an Officer’s Certificate describing the nature of such
breach and the manner such breach has been cured.

     

    The
Transferor shall pay to the Issuer for deposit in the Collection Account in
immediately available funds not later than 11:00 a.m., New York City time, on
the first (1st) Business Day after the day on which such reassignment obligation
arises, in payment for such reassignment, an amount equal to the Repurchase
Price.  If the Indenture Trustee gives notice directing the Transferor
to accept a reassignment of the Contracts as provided above, the obligation of
the Transferor to accept such reassignment pursuant to this Section 2.07 and to
make the payment required to be made to the Issuer for deposit in the Collection
Account as provided in this paragraph shall constitute the sole remedy
respecting an event of the type specified in the first sentence of this Section 2.07
available to the Issuer, the Noteholders, or any Series
Enhancer.  Upon reassignment of the Contracts on such date, the Issuer
shall automatically and without further action transfer, assign, set-over and
otherwise convey to the Transferor, without recourse, representation or
warranty, all the right, title and interest of the Issuer in and to the
applicable Contracts, all monies and amounts due or to become due with respect
thereto, all related Transferred Assets and all proceeds thereof.  The
Issuer shall execute such documents and instruments of transfer or assignment
and take such other actions as shall reasonably be requested by the Transferor
to effect the conveyance of such property pursuant to this Section, but only
upon receipt of an Officer’s Certificate from the Transferor that states that
all conditions set forth in this Section have been satisfied.

     

    Section
2.07. Covenants of the
Transferor.  The Transferor hereby covenants to the Issuer and
the Servicer that:

     

    (a)           Security
Interests.  Except as contemplated by the Transaction
Documents, the Transferor will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Encumbrance
arising through or under the Transferor on, any Contract conveyed by it to the
Issuer, or any interest therein, and the Transferor shall defend the right,
title and interest of the Issuer and the Indenture Trustee in, to and under the
Contracts, against all claims of third parties claiming through or under the
Transferor.

     

    (b)           Trust
Certificates.  Except for the conveyances hereunder, and except
in connection with any transaction permitted by Section 2.10 of the
Indenture or conveyances with respect to which the Rating Agency Condition shall
have been satisfied, the Transferor agrees not to transfer, sell, assign,
exchange, participate or otherwise convey or pledge, hypothecate or otherwise
grant a security interest in the Transferor’s interest represented by the Trust
Certificates and any such attempted transfer, assignment, exchange, conveyance,
pledge, hypothecation, grant or sale shall be void.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Delivery of
Collections.  In the event that the Transferor receives
Collections, the Transferor agrees to pay to the Servicer all such Collections
as soon as practicable after receipt thereof, but in no event later than two (2)
Business Days after receipt.

    (d)           Notice of
Encumbrances.  The Transferor shall notify the Owner Trustee,
the Indenture Trustee and each Series Enhancer promptly after becoming aware of
any Encumbrance on any Contract conveyed by it to the Issuer other than the
conveyances hereunder and under the Purchase Agreement and the
Indenture.

     

    (e)           Amendment of the Certificate
of Formation.  The Transferor will not amend in any respect its
certificate of formation or other organizational documents without providing
each Rating Agency, to the extent applicable, with notice no later than the
fifth (5th)
Business Day prior to such amendment (unless the right to such notice is waived
by each applicable Rating Agency, as applicable) and satisfying the Rating
Agency Condition; provided, however, that the
Rating Agency Condition need not be satisfied if the Transferor ceases to be the
Transferor on or before the date that such amendment becomes
effective.

     

    (f)           Separate
Existence.  The Transferor shall, except as otherwise provided
herein or in another Transaction Document:

     

    (i)           Maintain
in full effect its existence, rights and franchises as a limited liability
company under the laws of the state of its organization and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Trust Agreement and the Purchase Agreement
and each other instrument or agreement necessary or appropriate to proper
administration hereof and to permit and effectuate the transactions contemplated
hereby.

     

    (ii)           Maintain
its own bank account or accounts, separate from those of any Affiliate of the
Transferor, with commercial banking institutions.  The funds of the
Transferor will not be diverted to any other Person or for any other use other
than the corporate use of the Transferor, and, except as may be expressly
permitted by this Agreement or the Purchase Agreement, the funds of the
Transferor shall not be commingled with those of any Affiliate of the Transferor
or any other Person.

     

    (iii)           Ensure
that, to the extent that it shares the same officers or other employees as any
of its members, managers, or Affiliates, the salaries of and the expenses
related to providing benefits to such officers and other employees shall be
fairly allocated among such entities, and each such entity shall bear its fair
share of the salary and benefit costs associated with all such common officers
and employees.

     

    (iv)           Ensure
that, to the extent that it jointly contracts with any of its members, managers,
or Affiliates to do business with vendors or service providers or to share
overhead expenses, the costs incurred in so doing shall be allocated fairly
among the entities, and each such entity shall bear its fair share of such
costs.  To the extent that the Transferor contracts or does business
with vendors or service providers where the goods and services provided are
partially for the benefit of any other Person, the costs incurred in so doing
shall be fairly allocated to or among such entities for whose
benefit

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the goods
and services are provided, and each such entity shall bear its fair share of
such costs.  All material transactions between the Transferor and any
of its members, managers, or Affiliates shall be only on an arm’s-length basis
and shall receive the approval of the Transferor’s managing members including at
least one Independent Manager (defined below).

    (v)           Maintain
a principal executive and administrative office through which its business is
conducted and a telephone number separate from those of its members, and
Affiliates (other than Affiliates that are special purpose bankruptcy remote
entities).  To the extent that the Transferor and any of its members,
or Affiliates (other than Affiliates that are special purpose bankruptcy remote
entities) have offices in contiguous space, there shall be fair and appropriate
allocation of overhead costs (including rent) among them, and each such entity
shall bear its fair share of such expenses.

     

    (vi)           Conduct
its affairs strictly in accordance with its articles of organization and observe
all necessary, appropriate and customary corporate formalities, including, but
not limited to, holding all regular and special member meetings appropriate to
authorize all action, keeping separate and accurate minutes of such meetings,
passing all resolutions or consents necessary to authorize actions taken or to
be taken, and maintaining accurate and separate books, records and accounts,
including, but not limited to, payroll and intercompany transaction
accounts.  Regular member meetings shall be held at least
annually.

     

    (vii)           Ensure
that it shall at all times include at least one Independent Manager (for
purposes hereof, “Independent
Manager” shall mean any manager of the Transferor that is not and has not
at any time been (x) an officer, agent, advisor, consultant, attorney,
accountant, service provider, employee or shareholder of any Affiliate of the
Transferor which Affiliate is not a special purpose entity, (y) a director
of any Affiliate of the Transferor other than an independent director of any
Affiliate which is a special purpose entity or (z) a member of the immediate
family of any of the foregoing).

     

    (viii)                      Ensure
that decisions with respect to its business and daily operations shall be
independently made by the Transferor (although the officer making any particular
decision may also be an officer, partner, member, manager or director of an
Affiliate of the Transferor) and shall not be dictated by an Affiliate of the
Transferor.

     

    (ix)           Act
solely in its own name and through its own authorized officers and agents, and
no Affiliate of the Transferor shall be appointed to act as agent of the
Transferor.  The Transferor shall at all times use its own stationery
and business forms and describe itself as a separate legal entity.

     

    (x)           Ensure
that no Affiliate of the Transferor will guaranty debts of the
Transferor.

     

    (xi)           Other
than organizational expenses, pay all expenses, indebtedness and other
obligations incurred by it with its own funds.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (xii)           Not
enter into any guaranty, or otherwise become liable, with respect to or hold its
assets or creditworthiness out as being available for the payment of any
obligation of any Affiliate of the Transferor or of any other Person nor shall
the Transferor make any loans to, or incur any indebtedness in respect of, any
Person.

    (xiii)                      Ensure
that any financial reports required of the Transferor shall comply with
generally accepted accounting principles and shall be issued separately from,
but may be consolidated with, any reports prepared for any of its
Affiliates.

     

    (xiv)                      Ensure
that at all times it is adequately capitalized to engage in the transactions
contemplated in its organizational documents.

     

    (g)           Amendments to Purchase
Agreement.  The Transferor further covenants that it shall not
enter into any amendments to the Purchase Agreement or enter into a new Purchase
Agreement, without the prior written consent of the Investor
Representative.

     

    (h)           Enforcement of Purchase
Agreement.  The Transferor shall take all steps, as directed by
the Investor Representative, to enforce its rights (and the rights of the Issuer
and the Indenture Trustee as assignees of the Transferor) against the Seller
with respect to any matter arising under the Purchase Agreement.

     

    (i)           Taxes.  The
Transferor shall pay out of its own funds, without reimbursement, the costs and
expenses relating to any stamp, documentary, excise, property (whether on real,
personal or intangible property) or any similar tax levied on the Issuer or the
Issuer’s assets that are not expressly stated in this Agreement to be payable by
the Issuer (other than federal, state, local and foreign income and franchise
taxes, if any, or any interest or penalties with respect thereto, assessed on
the Issuer).

     

    Section
2.08. Covenants of the Transferor
with Respect to the Purchase Agreement.  The Transferor, in its
capacity as purchaser of Contracts pursuant to the Purchase Agreement, hereby
covenants that it will at all times enforce the covenants and agreements of the
Seller in the Purchase Agreement.

     

    Section
2.09. Certain Matters Regarding
the Grantor Trust.  For all purposes hereunder, unless
otherwise expressly provided herein or in the Grantor Trust Agreement or other
document governing the Transferor's indirect ownership interest, unless the
context otherwise requires, a Contract that is owned indirectly by the
Transferor, through its ownership of the Grantor Trust Certificate (an “Underlying Asset”),
will be treated as if such Underlying Asset were owned directly by the
Transferor.  Without limiting the generality of the foregoing, an
Underlying Asset will be included as a Contract under this Agreement having the
payment and other characteristics of the Underlying Asset (and the Grantor Trust
Certificate or similar interest shall be disregarded for this purpose), payments
received by the Transferor in connection with its ownership of a Grantor Trust
Certificate or similar instrument shall be characterized and applied as if such
payment were received directly by the Transferor in respect of the applicable
Underlying Asset, the definitions or otherwise and the procedure and method of
purchase or sale shall be applied to the Underlying Asset as if it were owned
directly by the Transferor and the resulting distributions with respect to the
Grantor Trust Certificate or similar instrument shall be characterized and
applied as if such Underlying Asset had been purchased directly by
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Transferor.  In
furtherance of the foregoing, the Grantor Trust Agreement and any other
agreement through which the Transferor will own an Underlying Asset shall permit
the holder of the Grantor Trust Certificates or similar instruments to exercise
the rights (directly or indirectly through the Grantor Trustee) necessary to
effectuate the provisions of this Agreement relating to the purchase, sale and
maintenance of Contracts, and the Transferor, the Owner Trustee and the
Indenture Trustee are authorized to take all reasonable actions necessary to
accomplish the foregoing.

     

               Amounts
due to the Grantor Trustee pursuant to the indemnification provisions of the
Grantor Trust Agreement in respect of any Grantor Trust Certificate owned by the
Transferor shall be payable as Program Indemnification in accordance with each
Indenture Supplement.

     

    [END OF ARTICLE II]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
III                                

     

    


     

    ADMINISTRATION
AND SERVICING

     

    OF
RECEIVABLES

     

    Section
3.01. Acceptance of Appointment
and Other Matters Relating to the Servicer.

     

    (a)           The
Issuer, as holder of the Grantor Trust Certificates, and thus as beneficial
owner of the Contracts, hereby appoints CPS, an independent contractor in the
business of servicing motor vehicle retail installment sale contracts, as the
initial Servicer under this Agreement (including the Servicing Annex) and CPS
hereby agrees to such appointment.

     

    (b)           The
Servicer shall service and administer the Contracts in accordance with this
Agreement (including the Servicing Annex).  The Issuer, the Owner
Trustee and the Indenture Trustee upon reasonable written request therefor shall
furnish the Servicer with any documents in their possession necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder.

     

    (c)           The
Servicer shall pay out of its own funds, without reimbursement (except as
provided in Section
3.02 herein or Section 4.10 of the Servicing Annex), all expenses
incurred in connection with the servicing activities hereunder including
expenses related to enforcement of the Contracts.

     

    Section
3.02. Servicing
Compensation.  As full compensation for its servicing
activities hereunder and as reimbursement for any expense incurred by it in
connection therewith, prior to the termination of the Servicer in accordance
herewith, the Servicer shall be entitled to receive a servicing fee (the “Servicing
Fee”) with respect to each Collection Period, payable monthly on the
related Distribution Date, in an amount equal to one-twelfth of the product of
(a) the weighted average of the Servicing Fee Rates with respect to each
outstanding Series (based upon the Servicing Fee Rate for each Series and the
Allocation Amount (or such other amount as specified in the related Indenture
Supplement) of such Series, in each case as of the last day of the prior
Collection Period) and (b) the amount of the sum of the Contracts on each day of
the related Collection Period divided by the number of days in such Collection
Period.  The share of the Servicing Fee allocable to a particular
Series with respect to any Collection Period (the “Monthly
Servicing Fee”) will be determined in accordance with the relevant
Indenture Supplement.  The portion of the Servicing Fee with respect
to any Collection Period not paid pursuant to any particular Series shall be
paid by the holders of the Trust Certificates on the related Distribution
Date.  In no event shall the Issuer, the Owner Trustee (as such or in
its individual capacity), the Indenture Trustee, the Noteholders of any Series
or any Series Enhancer be liable for the share of the Servicing Fee that is not
allocable to any particular Series.  Other than the Servicing Fee, the
Incentive Fee and the Ancillary Fees, the Servicer shall not be entitled to any
additional fees, reimbursement (including reimbursement for any out-of-pocket
expenses incurred in the performance of its duties) or other compensation in
connection with the servicing and administration of the Contracts.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Representations, Warranties
and Covenants of the Servicer.  CPS, as Servicer, makes the
representations, warranties and covenants set forth in Section 2.01 of the
Servicing Annex, on which the Issuer shall be deemed to rely in accepting its
interest in the Transferred Assets and the Indenture Trustee shall be deemed to
have relied in accepting the grant of a security interest in the Transferred
Assets and in entering into the Indenture.

     

    Section
3.03. Adjustments.

     

    (a)           If
the Servicer adjusts downward the Principal Balance of any Contract because of a
Cramdown Loss, rebate, refund, or billing error to an Obligor, or if the
Servicer otherwise adjusts downward the Principal Balance of any Contract
without receiving Collections therefor or by charging off such amount as
uncollectible, then, in any such case, the Principal Balance of the Contracts
used to calculate any amount required herein or in the Indenture or any
Indenture Supplement to be calculated by reference to the Principal Balance of
the Contracts, will be reduced by the amount of the
adjustment.  Similarly, the Principal Balance of the Contracts used to
calculate any amount required herein or in the Indenture or any Indenture
Supplement to be calculated by reference to the Principal Balance of the
Contracts will be reduced by the principal amount of any Contract which was
discovered as having been created through fraud or with respect to which the
covenant contained in Section 2.08(b) was
breached.  Any adjustment required pursuant to either of the two
preceding sentences shall be made on or prior to the end of the Collection
Period in which such adjustment obligation arises.

     

    (b)           If
(i) the Servicer makes a deposit into the Collection Account in respect of
a Collection of a Contract and such Collection was received by the Servicer in
the form of a check or other payment which is not honored or is reversed for any
reason or (ii) the Servicer makes a mistake with respect to the amount of
any Collection and deposits an amount that is less than or more than the actual
amount of such Collection, the Servicer shall appropriately adjust the amount
subsequently deposited into the Collection Account to reflect such dishonored or
reversed payment or mistake.  Any Contract in respect of which a
dishonored or reversed payment is received shall be deemed not to have been
paid.  Notwithstanding the first two sentences of this paragraph,
adjustments made pursuant to this Section 3.04 shall
not require any change in any report previously delivered pursuant to the
Servicing Annex.

     

    


    [END OF ARTICLE III]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


     

    COLLECTIONS
AND ALLOCATIONS

     

    Section
3.04. Collections and
Allocations.  

     

    (a) The
Servicer shall establish and maintain a Lockbox and one or more Concentration
Accounts (as defined in the Servicing Annex) and shall deposit, or cause to be
deposited, all Collections therein in accordance with Section 3.05 of the
Servicing Annex.

     

    (b) Following
delivery by the Servicer to the Investor Representative of the Electronic File
(as defined in the Servicing Annex), which shall include a calculation of
amounts to be disbursed from the Collection Account pursuant to each Indenture
Supplement, the Investor Representative shall, no later than 1:00 p.m. by the
close of business on the second Business Day prior to such Distribution Date,
issue instructions to the Indenture Trustee to make such disbursements from the
Collection Account in accordance with such Electronic File (as and if
revised).  Neither the Issuer nor the Servicer shall be entitled to
withdraw from the Collection Account any funds on deposit therein or credited
thereto, except with the advance written consent of the Investor Representative
(which may take the form of a withdrawal request or direction letter
countersigned by the Investor Representative).

     

    (c) Collections
will be allocated to each Series on the basis of the applicable Series
Allocation Percentage of such Series and amounts so allocated to any Series will
not, except as specified in the related Indenture Supplement, be available to
any other Series.  Allocations of the foregoing amounts among the
Noteholders and the Series Enhancers, among the Series and among the Classes in
any Series, shall be set forth in the related Indenture Supplement or Indenture
Supplements.

     

    


    [END OF
ARTICLE IV]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
IV                                

     

    


     

    OTHER
MATTERS RELATING TO THE TRANSFEROR

     

    Section
4.01. Liability of the
Transferor.  The Transferor shall be liable for all
obligations, covenants, representations and warranties of the Transferor arising
under or related to this Agreement.  The Transferor shall be liable
only to the extent of the obligations specifically undertaken by it in its
capacity as a Transferor.

     

    Section
4.02. Merger or Consolidation of,
or Assumption of the Obligations of, the Transferor.

     

    (a)           The
Transferor shall not dissolve, liquidate, consolidate with or merge into any
other corporation, limited liability company or other entity or convey, transfer
or sell (other than as provided in Article II) its
properties and assets substantially as an entirety to any Person
unless:

     

    (i)           the
entity formed by such consolidation or into which the Transferor is merged or
the Person which acquires by conveyance, transfer or sale the properties and
assets of the Transferor substantially as an entirety shall be, if the
Transferor is not the surviving entity, organized and existing under the laws of
the United States of America or any state or the District of Columbia, and shall
be a savings association, a bank, or other entity which is not eligible to be a
debtor in a case under Title 11 of the United States Code or is a special
purpose corporation or other special purpose entity whose powers and activities
are limited to substantially the same degree as provided in the articles of
organization of CALT SPE and, if the Transferor is not the surviving entity,
shall expressly assume, by an agreement supplemental hereto, executed and
delivered to the Owner Trustee and the Indenture Trustee, in form reasonably
satisfactory to the Owner Trustee and the Indenture Trustee, the performance of
every covenant and obligation of the Transferor hereunder; and

     

    (ii)           the
Transferor or the surviving entity, as the case may be, has delivered to the
Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency, as
applicable) an Officer’s Certificate and an Opinion of Counsel each stating that
such consolidation, merger, conveyance, transfer or sale and such supplemental
agreement comply with this Section, that such supplemental agreement is a valid
and binding obligation of such surviving entity enforceable against such
surviving entity in accordance with its terms, except as such enforceability may
be limited by applicable Debtor Relief Laws or general principles of equity, and
that all conditions precedent herein provided for relating to such transaction
have been complied with; and

     

    (iii)           the
Rating Agency Condition shall have been satisfied with respect to such
consolidation, merger, conveyance or transfer.

     

    (b)           Except
as permitted by Section 2.08(c), the
obligations, rights or any part thereof of the Transferor hereunder shall not be
assignable nor shall any Person succeed to such

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    obligations
or rights of the Transferor hereunder except (i) for conveyances, mergers,
consolidations, assumptions, sales or transfers in accordance with the
provisions of the foregoing paragraph and (ii) for conveyances, mergers,
consolidations, assumptions, sales or transfers to other entities (1) which the
Investor Representative determines will not result in an Adverse Effect, (2)
which meet the requirements of clause (iii) of the preceding paragraph and (3)
for which such purchaser, transferee, pledgee or entity shall expressly assume,
in an agreement supplemental hereto, executed and delivered to the Owner Trustee
and the Indenture Trustee in writing in form satisfactory to the Owner Trustee
and the Indenture Trustee, the performance of every covenant and obligation of
the Transferor thereby conveyed.

    Section
4.03. Limitations on Liability of
the Transferor.  Subject to Section 5.01, none of
the Transferor or any of the directors, officers, employees, incorporators,
agents, members or managers of the Transferor acting in such capacities shall be
under any liability to the Issuer, the Owner Trustee, the Indenture Trustee, the
Noteholders, any Series Enhancer or any other Person for any action taken or for
refraining from the taking of any action in good faith in such capacities
pursuant to this Agreement, it being expressly understood that such liability is
expressly waived and released as a condition of, and consideration for, the
execution of this Agreement; provided, however, that this
provision shall not protect the Transferor or any such person against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of obligations and its duties hereunder.  The
Transferor and any director, officer, employee, member or manager or agent of
the Transferor may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person (other than the Transferor)
respecting any matters arising hereunder.

     

    [END OF ARTICLE V]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
V                                

     

    


     

    CUSTODIAN

     

    Section
5.01. Acceptance and Custody of
Custodial Files.  

     

    (a) The
Issuer, as holder of the Grantor Trust Certificate and thus as beneficial owner
of the Contracts and the Custodial Files, revocably appoints Wells Fargo Bank,
National Association, as Custodian of the Custodial Files, and Wells Fargo Bank,
National Association, accepts such appointment, to act as the agent of the
Issuer and as custodian of the Custodial File with respect to each
Contract.  Such retention and possession by the Custodian is in a
custodial capacity only.

     

    (b) .  The
Custodian acknowledges receipt of files which the Seller has represented are the
Custodial Files for the Contracts.  The Custodian has reviewed such
Custodial Files and has determined that it has received a file for each Contract
Schedule identified in Schedule 1 to this
Agreement and has determined that such Custodial Files contain the documents
referred to in the definition thereof, except to the extent set forth on an
exception report delivered to the Investor Representative and the Servicer on
the Closing Date.  If the Custodian has found or finds that a file for
a Contract has not been received, or that a file is unrelated to the Contracts
identified in the Contract Schedule or that any of the documents referred to in
the definition of Custodial File are not contained in a Custodial File, the
Custodian shall inform the Seller, the Indenture Trustee, the Owner Trustee and
the Investor Representative promptly, in writing, of the failure to receive a
file with respect to such Contract (or of the failure of any of the
aforementioned documents to be included in the Custodial File) or shall return
to the Seller any file unrelated to a Contract identified in the Contract
Schedule, it being understood that the Custodian’s obligation to review the
contents of any Custodial File shall be limited as set forth in the preceding
sentence.  Unless such defect with respect to such Custodial File
shall have been cured by the last day of the second Collection Period following
discovery thereof by the Custodian, the Indenture Trustee (at the direction of
the Investor Representative) shall cause the Seller to repurchase any such
Contract as of such last day pursuant to the Purchase Agreement.

     

    (c) With the
prior written consent of the Investor Representative, the Custodian may retain
any third-party service provider to perform Custodian’s duties as custodian
hereunder, provided that the Custodian shall remain fully liable with respect to
such duties notwithstanding Investor Representative’s consent to the retention
of any such third-party custodian.  The Custodian shall be solely
responsible for the payment of any and all fees, costs and other expenses of
such third-party service provider.

     

    Section
5.02. Duties of Custodian as
Custodian.

     

    (a) Safekeeping.  The
Custodian shall hold the Custodial Files on behalf of the Indenture
Trustee.  The Custodian shall have and perform the following powers
and duties:

     

    (i) hold the
Custodial Files on behalf of the Indenture Trustee, maintain accurate records
pertaining to each Contract to enable it to comply with the terms and
conditions

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    of this
Agreement and maintain a current inventory thereof, with an annual on-hand
report delivered to the Investor Representative no later than October 1st of
each year; and

     

    (ii) attend to
all reasonable and necessary details in connection with maintaining custody of
the Custodial Files on behalf of the Issuer.

     

                          In
performing its duties under this Section 6.02, the Custodian shall act with
reasonable care, using that degree of skill and attention that the Custodian
exercises with respect to the receivable files relating to all comparable motor
vehicle installment contracts that the Custodian services and holds as
custodian.  The Custodian shall promptly report to the Issuer any
failure on its part to hold the Custodial Files and maintain its accounts,
records and computer systems as herein provided and shall promptly take
appropriate action to remedy any such failure.  Nothing herein shall
be deemed to require an initial review or any periodic review by the Issuer of
the Custodial Files.  In acting as custodian of the Custodial Files,
the Custodian agrees further not to assert any beneficial ownership interests in
the Contracts or the Custodial Files.  The Custodian agrees to
indemnify and hold the Investor Representative, the Issuer and their respective
designees harmless against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (other than special, indirect, punitive or
consequential damages, which shall in no event be paid by the Custodian),
including reasonable attorneys’ fees and expenses, that may be imposed on,
incurred by, or asserted against it or them in any way relating to or arising
out of a Custodian Delivery Failure.  A “Custodian Delivery Failure”
means that the Custodian fails to produce a document in a Custodial File, that
was in its possession pursuant to this Agreement, within the timeframe set forth
in Section 6.02(c) after required or requested by the Investor Representative or
the Servicer, as applicable, and provided that the Custodian previously did not
deliver to the Investor Representative an exception report which listed such
document as an exception.  Indemnification under this Section shall
survive the resignation or removal of the Custodian or the termination of this
Agreement with respect to acts or omissions of such Custodian preceding such
resignation or removal and shall include reasonable fees and expenses of counsel
and expenses of litigation.  The Custodian shall maintain or cause to
be maintained continuous custody of the Custodial Files in secure and fire
resistant facilities in accordance with customary standards for such
custody.

     

    (b) Maintenance of and Access to
Records.  The Custodian agrees to maintain the Custodial Files
at its office in Wells Fargo Bank, National Association, ABS Custody Vault, 1055
10th Avenue SE, MAC N9401-011, Minneapolis, MN 55414,
Attention:  Corporate Trust Services — Asset-Backed Securities Vault,
telephone:  (612) 667-8058, facsimile:  (612) 667-1080, or
at such of its offices as shall be specified to the Issuer by written notice not
later than 30 days prior to any change in location.

     

                          Upon
no less than two (2) Business Days’ prior notice, the Custodian shall make
available to the Issuer and the Investor Representative, or its duly authorized
representatives, attorneys or auditors, the Custodial Files and the related
accounts, records and computer systems maintained by the Custodian at such times
during normal business hours as the Issuer shall reasonably instruct which do
not unreasonably interfere with the Custodian’s normal operations or customer or
employee relations.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Release of
Documents.  Subject to Section 6.03, upon
written instruction from the Investor Representative or the Servicer (with a
copy thereof delivered to the Investor Representative), in substantially the
form attached hereto as Exhibit B, the
Custodian shall release or cause to be released any document in the Custodial
Files to the Issuer, the Servicer or the Issuer’s or the Servicer’s agent or its
designee, as the case may be, at such place or places as the Investor
Representative may designate, as soon as practicable (but in no event more than
seven (7) days after the date of such request unless more than 2,000 Custodial
Files are requested on the same Business Day, in which case the Custodian shall
have such additional time as may be agreed to by the Custodian and the Investor
Representative).  Such request for a release shall be binding on the
Issuer.  The Custodian shall not be responsible for any loss
occasioned by the failure of the Issuer, its agent or its designee to return any
document or any delay in doing so.  Notwithstanding the foregoing, the
Issuer shall provide, or cause its agent to provide, access to such document in
the Custodial File to the Servicer for the purpose of carrying out its duties
and responsibilities with respect to the servicing of Contracts
hereunder.

     

    Section
5.03. Instructions; Authority to
Act.  The Custodian shall be deemed to have received proper
instructions from the Investor Representative or (solely for purposes of
carrying out its duties and responsibilities with respect to the servicing of
Contracts hereunder) the Servicer, as applicable, with respect to the Custodial
Files upon its receipt of written instructions signed by a Responsible Officer
of the Investor Representative or the Servicer, as applicable.

     

    Section
5.04. Effective Period and
Termination.  The Custodian’s appointment shall become
effective on the Closing Date, and shall continue in full force and effect until
the termination of this Agreement.  The Investor Representative may
terminate the Custodian at any time at the Investor Representative’s sole and
absolute discretion upon written notification to the Custodian.  As
soon as practicable after any termination of such appointment (but in no event
more than five (5) Business Days after any such termination of appointment), the
Custodian shall deliver the Custodial Files to the Issuer or the Issuer’s agent
at such place or places as the Investor Representative may reasonably
designate.  The Custodian shall cooperate with the Investor
Representative in making the transfer and the Servicer shall bear all of the
Custodian’s costs and expenses with respect to such transfer.

     

    


    [END OF ARTICLE VI]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
VI                                

     

    


     

    INSOLVENCY
EVENTS

     

    Section
6.01. Rights upon the Occurrence
of an Insolvency Event.  If there shall occur any Insolvency
Event with respect to the Transferor, then on the day any such Insolvency Event
occurs the Transferor shall promptly give notice to the Indenture Trustee and
the Issuer thereof.

     

    [END OF ARTICLE VII]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
VII                                

     

    


     

    SERVICER
DEFAULTS

     

    Section
7.01. Servicer
Defaults.  Servicer defaults shall be governed by Article V of
the Servicing Annex.

     

    Section
7.02. Appointment of
Successor.  Upon its appointment, any Successor Servicer shall
be the successor in all respects to the Servicer with respect to servicing
functions under this Agreement and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and all references in this Agreement, the Master Indenture
and any Indenture Supplement to the Servicer shall refer to the Successor
Servicer.

     

    Section
7.03. Notification to
Noteholders.  Within five (5) Business Days after the Servicer
becomes aware of any Event of Termination (as defined in the Servicing Annex),
the Servicer shall give notice thereof to the Investor Representative, the
Issuer, the Transferor, the Indenture Trustee, each Rating Agency and each
Series Enhancer and upon receipt of such written notice by a Responsible Officer
of the Indenture Trustee, the Indenture Trustee shall give notice to the
Noteholders.  Upon any termination of the Servicer or appointment of a
Successor Servicer pursuant to Article V of the Servicing Annex, the Indenture
Trustee shall give prompt notice thereof to the Investor Representative, the
Transferor, the Issuer, the Noteholders and each Series Enhancer.

     

    [END OF ARTICLE VIII]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
VIII                                

     

    


     

    TERMINATION

     

    Section
8.01. Termination of Agreement as
to Servicing.  

     

    (a) The
appointment of the Servicer under this Agreement and the respective obligations
and responsibilities of the Issuer, the Transferor, the Indenture Trustee to the
Servicer under this Agreement, and the rights and obligations of the Servicer
under this Agreement except with respect to the obligations described in Section 10.07, shall
terminate on the Scheduled Maturity Date, unless terminated earlier in
accordance with the Servicing Annex.  Such termination shall be
automatic, without any required action of the Transferor, the Indenture Trustee,
the Owner Trustee, the Investor Representative or any Noteholder.

     

    [END OF ARTICLE IX]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
IX                                

     

    


     

    MISCELLANEOUS
PROVISIONS

     

    Section
9.01. Amendment; Waiver of Past
Defaults.

     

    (a)           This
Agreement may be amended from time to time by the Servicer, the Transferor, the
Issuer and the Indenture Trustee, by a written instrument signed by each of
them, without consent of any of the Noteholders or the Series Enhancers, but
with the prior written consent of the Investor Representative, (i) to cure any
ambiguity, (ii) to correct or supplement any provisions herein which may be
inconsistent with any other provisions herein, or (iii) to add any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement; provided, however, that such
action shall not adversely affect in any material respect the interest of any of
the Noteholders or any Series Enhancer as evidenced by an Officer’s Certificate
of Transferor to such effect.  The Transferor shall provide notice of
any such amendment to each Rating Agency.  Additionally, this
Agreement may be amended from time to time (including to change the definition
of Collection Period, Determination Date or Distribution Date) by the Servicer,
the Transferor, the Issuer and the Indenture Trustee, by a written instrument
signed by each of them, without the consent of any of the Series Enhancers or
any of the Noteholders, but with the prior written consent of the Investor
Representative, provided that (i) the
Transferor shall have delivered to the Indenture Trustee and the Owner Trustee
an Officer’s Certificate, dated the date of any such amendment, stating that the
Transferor reasonably believes that such amendment will not have an Adverse
Effect and (ii) the Rating Agency Condition shall have been satisfied with
respect to any such amendment.  Notwithstanding anything else to the
contrary herein, this Agreement may be amended by the Servicer, the Transferor,
the Issuer and the Indenture Trustee, by a written instrument signed by each of
them without the consent of the Noteholders or the Series Enhancers, but with
the prior written consent of the Investor Representative, upon satisfaction of
the Rating Agency Condition with respect to such amendment (without anything
further) as may be necessary or advisable in order to avoid the imposition of
any withholding taxes or state or local income or franchise taxes imposed on the
Issuer’s property or its income.

     

    (b)           This
Agreement may also be amended from time to time by the Servicer, the Transferor,
the Issuer and the Indenture Trustee, with the consent of the Investor
Representative and the Holders of Notes evidencing not less than 66 2/3% of the
aggregate unpaid principal amount of the Notes Outstanding of all affected
Series for which the Transferor has not delivered an Officer’s Certificate
stating that there is no Adverse Effect, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement (except as permitted pursuant to subparagraph (a) above) or of
modifying in any manner the rights of the Noteholders; provided, however, that no such
amendment shall directly or indirectly (i) reduce in any manner the amount
of or delay the timing of any distributions to be made to Noteholders or
deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Noteholder,
(ii) change the definition of or the manner of calculating the interest of
any Noteholder without the consent of each affected Noteholder, (iii) reduce the
aforesaid percentage required to consent to any such amendment without the
consent of each Noteholder or (iv) adversely affect the rating of
any

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Series or
Class by each Rating Agency without the consent of each Noteholder of such
Series or Class.  Furthermore, the Servicing Annex may be amended,
modified or supplemented in any respect by the written agreement of the Servicer
and the Investor Representative, without the prior written consent of the
Transferor, the Owner Trustee, the Indenture Trustee or any Noteholder; provided, however, that no such
amendment, modification, supplement or other change to the Servicing Annex shall
adversely affect the Owner Trustee’s or the Indenture Trustee’s (in each case,
as such or in its individual capacity) rights, duties, liabilities, benefits,
protections, privileges or immunities or increase its exposure under this
Agreement, any Transaction Document or otherwise.

    (c)           The
Issuer, the Indenture Trustee and the Owner Trustee hereby authorize the
Investor Representative to make such amendments, modifications, supplements or
other changes to the Servicing Annex as the Investor Representative deems
necessary or appropriate in its discretion, as mutually agreed to by the
Investor Representative and the Servicer, which such amendments, modifications,
supplements or other changes to the Servicing Annex shall be binding on the
Issuer, the Indenture Trustee and the Owner Trustee in all respects; provided, that no
such amendment, modification, supplement or other change to the Servicing Annex
shall adversely affect the Owner Trustee’s or the Indenture Trustee’s (in each
case, as such or in its individual capacity) rights, duties, liabilities,
benefits, protections, privileges or immunities or increase its exposure under
this Agreement, any Transaction Document or otherwise.

     

    (d)           Promptly
after the execution of any such amendment or consent (other than an amendment
pursuant to paragraph (a)), the Issuer shall furnish notification of the
substance of such amendment to the Indenture Trustee and each Noteholder, and
the Servicer shall furnish notification of the substance of such amendment to
each Rating Agency, the Owner Trustee and each Series Enhancer.

     

    (e)           It
shall not be necessary for the consent of Noteholders under this Section 10.01 to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.  The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Noteholders shall be subject to such reasonable
requirements as the Indenture Trustee may prescribe.

     

    (f)           Notwithstanding
anything in this Section 10.01 to the
contrary, no amendment may be made to this Agreement which would adversely
affect in any material respect the interests of any Series Enhancer without the
consent of such Series Enhancer.

     

    (g)           The
Investor Representative or the Holders of Notes evidencing more than 66 2/3% of
the aggregate unpaid principal amount (or notional amount) of the Notes
Outstanding of each Series or, with respect to any Series with two (2) or more
Classes, of each Class (or, with respect to any default that does not relate to
all Series, 66 2/3% of the aggregate unpaid principal amount (or notional
amount) of the Notes Outstanding of each Series to which such default relates
or, with respect to any such Series with two or more Classes, of each Class)
may, on behalf of all Noteholders, waive any default by the Transferor, the
Issuer or the Servicer in the performance of their obligations hereunder and its
consequences, except the failure to make any distributions required to be made
to Noteholders or any Series Enhancer or to make any required deposits of any
amounts to be so distributed.  Upon any such waiver of a past default,
such default shall cease to exist, and any default arising therefrom shall be
deemed to have been

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    remedied
for every purpose of this Agreement.  No such waiver shall extend to
any subsequent or other default or impair any right consequent thereon except to
the extent expressly so waived.

    (h)           The
Owner Trustee and the Indenture Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Owner Trustee’s or the Indenture
Trustee’s rights, duties, benefits, protections, privileges or immunities under
this Agreement or otherwise.  In connection with the execution of any
amendment hereunder, each of the Owner Trustee and the Indenture Trustee shall
be entitled to receive the Opinion of Counsel described in Section
10.02(c)(i).

     

    Section
9.02. Protection of Right, Title
and Interest of Issuer.

     

    (a)           The
Transferor shall cause this Agreement, all amendments and supplements hereto and
all financing statements and amendments thereto and continuation statements and
any other necessary documents covering the Issuer’s right, title and interest to
the Transferred Assets to be promptly recorded, registered and filed, and at all
times to be kept recorded, registered and filed, all in such manner and in such
places as may be required by law fully to preserve and protect the right, title
and interest of the Issuer hereunder to the Transferred Assets.  The
Transferor shall deliver to the Issuer and Indenture Trustee file-stamped copies
of, or filing receipts for, any document recorded, registered or filed as
provided above, as soon as available following such recording, registration or
filing.  The Transferor shall cooperate fully with the Servicer in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this
paragraph.

     

    (b)           Within
thirty (30) days after the Transferor makes any change in its name, type or
jurisdiction of organization, or organizational identification number, the
Transferor shall give the Issuer and the Indenture Trustee notice of any such
change and shall file such financing statements or amendments as may be
necessary to continue the perfection and priority of the Issuer’s security
interest or ownership interest in the Contracts and the other Transferred
Assets.

     

    (c)           The
Transferor shall deliver to the Issuer and the Indenture Trustee (i) upon
the execution and delivery of each amendment of this Agreement, an Opinion of
Counsel to the effect specified in Exhibit A-1, and (ii)
on or before April 30th of each year, beginning with April 30, 2009 an Opinion
of Counsel substantially in the form of Exhibit
A-2.

     

    Section
9.03. GOVERNING
LAW.  THIS AGREEMENT (INCLUDING THE SERVICING ANNEX) SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

     

    Section
9.04. Notices.

     

    All
demands, notices, instructions, directions and communications (collectively,
“Notices”)
under this Agreement (including the Servicing Annex) shall be in writing and
shall be deemed to have been duly given if personally delivered via overnight or
courier service,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in the
case of the Transferor, to:

     

    CALT SPE,
LLC

    c/o
Consumer Portfolio Services, Inc.

    16355
Laguna Canyon Road

    Irvine,
CA 92618

    Attention:  Mark
Creatura

    


    (a) in the
case of the Investor Representative, to:

     

    CIGPF I
Corp.

    390
Greenwich Street, 4th Floor

    New York,
NY 10013

    Attention:  Ari
Rosenberg and Chief Financial Officer – Principal Finance Group

     

    (b) in the
case of the Servicer, to:

     

    Consumer
Portfolio Services, Inc.

    16355
Laguna Canyon Road

    Irvine,
CA 92618

    Attention:  Mark
Creatura

    


    (c) in the
case of the Issuer, to:

     

    Auto Loan
Trust

    c/o
Wilmington Trust Company

    Rodney
Square North,

    1100
North Market Street

    Wilmington,
Delaware 19890-1600

    Attention:
Corporate Trust Administration

    


    with a
copy to the Administrator at:

    


    Consumer
Portfolio Services, Inc.

    16355
Laguna Canyon Road

    Irvine,
CA 92618

    Attention:  Mark
Creatura

    


    (d) in the
case of the Owner Trustee, to:

     

    Wilmington
Trust Company

    Rodney
Square North,

    1100
North Market Street

    Wilmington,
Delaware 19890-1600

    Attention:
Corporate Trust Administration


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in the
case of the Indenture Trustee, to:

    Wells
Fargo Bank, National Association

    MAC
N9311-161

    Sixth
Street and Marquette Ave.

    Minneapolis,
MN 55479

    Attn:
Corporate Trust Services—Asset Backed Administration

    


     

    
      	
              (e)  

            	
              in
      the case of the Custodian, to:

            


    

     

    Wells
Fargo Bank, National Association

    ABS
Custody Vault

    1055 10th
Avenue SE, MAC N9401-011

    Minneapolis,
MN 55414

    Attention:  Corporate
Trust Services — Asset-Backed Securities Vault, telephone:  (612)
667-8058

    


    with a
copy to the Indenture Trustee;

    


    
      	
              (f)  

            	
              in
      the case of the Rating Agency for a particular Series, to the address, if
      any, specified in the Indenture or any Indenture Supplement relating to
      such Series, and

            


    

     

    
      	
              (g)  

            	
              to
      any other Person as specified in the Indenture or any Indenture
      Supplement; or, as to each party, at such other address as shall be
      designated by such party in a written notice to each other
      party.

            


    

     

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

     

    Section
9.06. Further
Assurances.  The Transferor, the Issuer and the Servicer agree
to do and perform, from time to time, any and all acts and to authorize or
execute any and all further instruments required or reasonably requested by the
Owner Trustee and the Indenture Trustee more fully to effect the purposes of
this Agreement, including the authorization of any financing statements or
amendments to financing statements relating to the Transferred Assets for filing
under the provisions of the UCC of any applicable jurisdiction.

     

    Section
9.07. Nonpetition
Covenant.  

     

    (a) Notwithstanding
any prior termination of this Agreement, the Servicer, the Indenture Trustee,
the Owner Trustee (as such and in its individual capacity) and, to the fullest
extent permitted by applicable laws, the Transferor shall not, prior to the date
which is one year and one day after the termination of this Agreement,
acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any Governmental Authority for the purpose of commencing or
sustaining a case against the Issuer under any Debtor Relief Law or appointing
a

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Issuer or any substantial part of its property or ordering the winding-up
or liquidation of the affairs of the Issuer.

     

    (b) Notwithstanding
any prior termination of this Agreement, the Servicer, the Indenture Trustee,
the Owner Trustee (as such and in its individual capacity) and, to the fullest
extent permitted by applicable laws, the Issuer shall not, prior to the date
which is one year and one day after the termination of this Agreement,
acquiesce, petition or otherwise invoke or cause the Transferor to invoke the
process of any Governmental Authority for the purpose of commencing or
sustaining a case against the Transferor under any Debtor Relief Law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Transferor or any substantial part of its property
or ordering the winding-up or liquidation of the affairs of the
Transferor.

     

    Section
9.08. No Waiver; Cumulative
Remedies.  No failure to exercise and no delay in exercising,
on the part of the Issuer, the Transferor, the Investor Representative, the
Servicer, the Owner Trustee, the Noteholders or the Indenture Trustee, any
right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges provided under this Agreement are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

     

    Section
9.09. Counterparts.  This
Agreement may be executed in two or more counterparts (and by different parties
on separate counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.

     

    Section
9.10. Third-Party
Beneficiaries.  This Agreement will inure to the benefit of and
be binding upon the parties hereto, the Noteholders, any holder of a Trust
Certificate, any Series Enhancer, and the Owner Trustee (with respect to Sections 2.04, 10.01, 10.07 and 10.13 only), and
their respective successors and permitted assigns.  Each of the Owner
Trustee and the Investor Representative is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may enforce
the provisions hereof as if it were a party hereto.  Except as
otherwise expressly provided in this Agreement, no other Person will have any
right or obligation hereunder.  The Servicer shall not assign, pledge
or hypothecate its rights, benefits and privileges under this Agreement
(including the Servicing Annex) to a third party without the prior written
consent of the Investor Representative.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Headings.  The
headings herein are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof.

     

    Section
9.12. Limitation of Liability of
Owner Trustee.

     

    It is
expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Wilmington Trust Company, not individually or
personally but solely as owner trustee of the Issuer, in the exercise of the
powers and authority conferred and vested in it under the Trust Agreement, (b)
each of the representations, undertakings and agreements herein made on the part
of the Issuer is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the
purpose of binding only the Issuer and (c) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Agreement or the other Transaction Documents to which the
Issuer is a party.

     

    Section
9.13. Rights of the Indenture
Trustee.  The Indenture Trustee shall be entitled to all of the
same rights, protections, immunities and indemnities set forth in the
Indenture.

     

    Section
9.14. Intention of the
Parties.  It is the intention of the parties hereto that each
transfer and conveyance contemplated by this Agreement shall constitute an
absolute sale and contribution of the related Transferred Assets from the
Transferor to the Issuer and that the related Transferred Assets shall not be
part of the Transferor’s estate or otherwise be considered property of the
Transferor in the event of the bankruptcy, receivership, insolvency,
liquidation, conservatorship or similar proceeding relating to the Transferor or
any of its property.  It is not intended that any amounts available
for reimbursement of any Transferred Assets be deemed to have been pledged by
the Transferor to the Issuer to secure a debt or other obligation of the
Transferor.

     

    [END OF ARTICLE X]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Transferor, the Servicer, the Issuer, the Indenture
Trustee, the Custodian and the Investor Representative have caused this Transfer
and Servicing Agreement to be duly executed by their respective officers as of
the date first above written.

     

    
      	
               
      

            	
              CALT
      SPE, LLC,

            


    

     

    
      	
               
      

            	
              as
      Transferor

            


    

     

    
      	
              By: 
      

            	 /s/ Jeff Fritz


    

    
      	
               
      

            	
              Name: 
      Jeff Fritz

            


    

    
      	
               
      

            	
              Title:   
      V.P. & CFO

            


    

    


    


    


    


    CONSUMER
PORTFOLIO SERVICES, INC.,

    as
Servicer

     

    By:                                    /s/ Robert E.
Riedl                                                            

    
      	
               
      

            	
              Name: 
      Robert E. Riedl

            


    

    Title:  Sr. V.P.

    


    


    


    


    AUTO LOAN
TRUST, as Issuer

    


    
      	
               
      

            	
              By:  WILMINGTON
      TRUST COMPANY,

            


    

    
      	
               
      

            	
              not
      in its individual capacity but solely as Owner Trustee of the
      Issuer

            


    

    


    
      	
              By:

            	 /s/
      Dorri Costello


    

    
      	
               
      

            	
              Name: 
      Dorri Costello

            


    

    
      	
               
      

            	
              Title:   
      Financial Services Officer

            


    

    


    


    


    


    
      	
               
      

            	
              WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

            


    

    
      	
               
      

            	
              not
      in its individual capacity but

            


    

    
      	
               
      

            	
              solely
      as Indenture Trustee

            


    

    


    
      	
              By:

            	 /s/
      Marianna C. Stershic


    

    
      	
               
      

            	
              Name: 
      Marianna C. Stershic

            


    

    
      	
               
      

            	
              Title:   
      Vice President

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as
Custodian

            


    

    


    
      	
              By:

            	  /s/ Marianna C.
Stershic


    

    
      	
               
      

            	
              Name: 
      Marianna C. Stershic

            


    

    
      	
               
      

            	
              Title:  
      Vice President

            


    

    


    


    


    
      	
               
      

            	
              CIGPF
      I CORP., as Investor Representative

            


    

    


    
      	
              By:

            	 /s/
      Ari Rosenberg


    

    
      	
               
      

            	
              Name: 
      Ari Rosenberg

            


    

    
      	
               
      

            	
              Title: 
      Treasurer / Vice President