sale and servicing agreement among cps auto receivables trust 2011 - a, as issuer, cps receivables five llc, as seller, consumer portfolio services, inc., individually and as servicer and wells fargo bank, national association, as backup servicer and trustee dated as of april 1, 2011 sale and servicing agreement dated as of april 1, 2011, among cps auto receivables trust 2011 - a, a delaware statutory trust, as issuer, cps receivables five llc, a delaware limited liability company, as seller, consumer portfolio services, inc., a california corporation, individually and as servicer, wells fargo bank, national association, a national banking association, as backup servicer and trustee. whereas the issuer desires to purchase a portfolio of receivables arising in connection with motor vehicle retail installment sale contracts and promissory notes and security agreements initially acquired by consumer portfolio services, inc. through motor vehicle dealers and independent finance companies ; whereas the seller has purchased such receivables from consumer portfolio services, inc. and is willing to sell such receivables to the issuer ; and whereas the servicer is willing to service all such receivables. now, therefore, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows : article i definitions section 1. 1 definitions. ( a ) whenever used in this agreement, the following words and phrases shall have the following meanings : “ accountants ’ report ” means the report of a firm of nationally recognized independent accountants described in section 4. 11. “ additional servicing compensation ” shall mean, with respect to a receivable, any late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the receivables collected ( from whatever source ) on the receivables. “ affiliate ” of any person means any person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with such person. for purposes of this definition, the term “ control ” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise ; and the terms “ controlling, ” “ controlled by ” and “ under common control with ” have meanings correlative to the foregoing. “ aggregate extension limitation ”