Receivables Transfer Agreement, dated as of November 24, 1997 (this "Agreement"), between CONSUMER
PORTFOLIO SERVICES, INC. (the "Company"), a
California corporation, and CPS WAREHOUSE CORP., a Delaware corporation ("CWC").
W I T N E S S E T H:
WHEREAS, CWC is an Affiliate of the Company;
WHEREAS, CWC has been formed for the sole purpose of purchasing, and acquiring by capital contribution,
and financing such purchases by borrowing funds from Variable Funding Capital Corporation ("VFCC") and
granting to the
Lenders (as defined in the within-mentioned Funding Agreement) a security interest in, certain Receivables
originated by the Company; and
WHEREAS, the Company intends to sell, or otherwise contribute, and CWC intends to purchase, or otherwise
have contributed to it, such Receivables, from time to time, as described herein;
NOW, THEREFORE, the parties agree as follows:
SECTION 1.01. Definitions and Conventions. Unless otherwise defined herein, all capitalized terms shall have
the meanings set forth in the Funding Agreement. In addition, the following terms shall have the following
"Accumulated Funding Deficiency" shall have the meaning provided in Section 412 of the Code and Section 302
of ERISA, whether or not waived.
"Agreement" means this Receivables Transfer Agreement between the Company and CWC.
"Allocation Formula" has the meaning set forth the Consent of General Electric Capital Corporation and
Redwood Receivables Corporation dated as of November 24, 1997.
"Annual Percentage Rate" The annual rate of interest applicable to each Contract, as disclosed therein.
"Assignment" has the meaning specified in Section 2.01(a).
"Code" means the Internal Revenue Code of 1986, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended from time to time.
"Commonly Controlled Entity" means the Company and any entity, whether or not incorporated, affiliated with
the Company p