Common use of EXHIBIT I DEFINITIONS Clause in Contracts

EXHIBIT I DEFINITIONS. I-1 EXHIBIT II CONDITIONS OF PURCHASES......................................II-1 EXHIBIT III REPRESENTATIONS AND WARRANTIES..............................III-1 EXHIBIT IV COVENANTS....................................................IV-1 EXHIBIT V TERMINATION EVENTS............................................V-1 EXHIBIT VI PORTFOLIO CERTIFICATE........................................VI-1 SCHEDULE I CREDIT AND COLLECTION POLICY..................................I-1 SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS...........................II-1 SCHEDULE III TRADE NAMES.................................................III-1 SCHEDULE IV ELIGIBLE CONTRACTS...........................................IV-1 SCHEDULE V TAX MATTERS...................................................V-1 ANNEX A FORM OF NOTICE OF PURCHASE ANNEX B FORM OF COLLECTION ACCOUNT AGREEMENT ANNEX C FORM OF LIQUIDATION ACCOUNT AGREEMENT ANNEX D FORM OF SERVICER REPORT RECEIVABLES PURCHASE AGREEMENT This RECEIVABLES PURCHASE AGREEMENT, dated as of December 31, 1996 (as amended, supplemented or otherwise modified from time to time, the "Agreement") among AFC FUNDING CORPORATION, an Indiana corporation, as seller (the "Seller"), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation ("AFC"), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the "Servicer"), POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, a Delaware Corporation ("PAR"), as purchaser (together with its successors and permitted assigns, the "Purchaser"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES INC., a Delaware corporation ("▇▇▇▇▇▇▇ ▇▇▇▇▇") as agent for the Purchaser (in such capacity, together with its successors and assigns in such capacity, the "Agent").

EXHIBIT I DEFINITIONS. I-1 EXHIBIT II CONDITIONS OF PURCHASES......................................II-1 EXHIBIT III REPRESENTATIONS * TEXT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND WARRANTIES..............................III-1 EXHIBIT IV COVENANTS....................................................IV-1 HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT V TERMINATION EVENTS.....................................................................................V-1 EXHIBIT VI PORTFOLIO CERTIFICATE.............................................................................VI-1 EXHIBIT VII PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS..............................................................VII-1 SCHEDULE I CREDIT AND COLLECTION POLICY.................................................................I-1 SCHEDULE II DEPOSIT BANKS AND DEPOSIT ACCOUNTS...................................................II-1 SCHEDULE III TRADE NAMES...............................................................................................III-1 SCHEDULE IV ELIGIBLE CONTRACTS...................................................................................IV-1 SCHEDULE V TAX MATTERS...................................................................................................V-1 SCHEDULE VI COMPETITOR FINANCIAL INSTITUTIONS.........................VI-1 ANNEX A FORM OF PURCHASE NOTICE OF PURCHASE ANNEX B FORM OF COLLECTION DEPOSIT ACCOUNT AGREEMENT ANNEX C FORM OF LIQUIDATION ACCOUNT AGREEMENT SERVICER REPORT ANNEX D FORM FORMS OF SERVICER REPORT JOINDER AGREEMENTS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated as of December 31, 1996 and amended and restated as of May 31, 2002 (as further amended, supplemented or otherwise modified from time to time, the "AgreementAGREEMENT") is entered into among AFC FUNDING CORPORATION, an Indiana corporation, as seller (the "SellerSELLER"), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation ("AFC"), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the "ServicerSERVICER"), POOLED ACCOUNTS RECEIVABLE CAPITAL FAIRWAY FINANCE CORPORATION, a Delaware Corporation corporation ("PARFAIRWAY"), as initial purchaser (together with its successors and permitted assignsassigns and such other entities as may become party hereto from time to time as purchasers, the "PurchaserPURCHASERS"), and BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES INCCORP., a Delaware corporation ("BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇") as agent for the Purchaser Purchasers (in such capacity, together with its successors and assigns in such capacity, the "AgentAGENT") and as Purchaser Agent for Fairway (in such capacity, together with its successors and assigns and such other financial institutions as may become party hereto from time to time each as a purchaser agent, a "PURCHASER AGENT") and XL CAPITAL ASSURANCE INC., a New York stock insurance company (the "INSURER").