EXHIBIT I DEFINITIONS. As used in the Agreement (including its Exhibits, Schedules and Annexes), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise indicated, all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of and Annexes, Exhibits and Schedules to the Agreement.
EXHIBIT I DEFINITIONS. * TEXT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND 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 ANNEX B FORM OF DEPOSIT ACCOUNT AGREEMENT ANNEX C FORM OF SERVICER REPORT ANNEX D FORMS OF 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 "AGREEMENT") is entered into 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"), FAIRWAY FINANCE CORPORATION, a Delaware corporation ("FAIRWAY"), as initial purchaser (together with its successors and permitted assigns and such other entities as may become party hereto from time to time as purchasers, the "PURCHASERS"), BMO XXXXXXX XXXXX CORP., a Delaware corporation ("BMO Xxxxxxx Xxxxx") as agent for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the "AGENT") 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").
EXHIBIT I DEFINITIONS. As used in this Agreement:
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 COLLECTION ACCOUNT AGREEMENT. . . . . . . . . . . . . . . . .VI-1 EXHIBIT VII LIQUIDATION ACCOUNT AGREEMENT . . . . . . . . . . . . . . . VII-1 EXHIBIT VIII PORTFOLIO CERTIFICATE . . . . . . . . . . . . . . . . . . . . .IX SCHEDULE I CREDIT AND COLLECTION POLICY. . . . . . . . . . . . . . . . . I-1 SCHEDULE II LOCKBOX BANKS AND LOCKBOX ACCOUNTS. . . . . . . . . . . . . .II-1 SCHEDULE III TRADE NAMES . . . . . . . . . . . . . . . . . . . . . . . . III-1 ANNEX A FORM OF LOCKBOX AGREEMENT ANNEX B FORM OF NOTICE OF PURCHASE ANNEX C FORM OF CORPORATE OPINION ANNEX D FORM OF BANKRUPTCY OPINION -ii- TABLE OF CONTENTS (CONTINUED) PAGE ---- ANNEX E FORM OF SERVICER REPORT RECEIVABLES PURCHASE AGREEMENT This RECEIVABLES PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of December 20, 1996 among VANSTAR FINANCE CO., a Delaware corporation, as seller (the "SELLER"), VANSTAR CORPORATION, a Delaware corporation ("VANSTAR"), 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") (together with its successors and permitted assigns, the "PURCHASER"), and XXXXXXX XXXXX SECURITIES INC., a Delaware corporation ("XXXXXXX XXXXX") as agent for the Purchaser (in such capacity, together with its successors and assigns in such capacity, the "AGENT").
EXHIBIT I DEFINITIONS. As used in the Agreement and the Exhibits and Schedules thereto, the following terms shall have the meanings set forth in this Exhibit I (such meanings to be equally applicable to both the singular and plural forms of the terms defined). If a capitalized term is used in the Agreement, or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Receivables Sale Agreement (hereinafter defined): “ABF” ABF Freight System, Inc., an Arkansas corporation.
EXHIBIT I DEFINITIONS. EXHIBIT II CONDITIONS OF PURCHASES............................................ EXHIBIT III REPRESENTATIONS AND WARRANTIES.....................................
EXHIBIT I DEFINITIONS. 26 EXHIBIT II CONDITIONS PRECEDENT...........................................40 EXHIBIT III REPRESENTATIONS AND WARRANTIES................................43
EXHIBIT I DEFINITIONS. Capitalized terms used and not otherwise defined in this Agreement are used with the meanings attributed thereto in the RPA (regardless of whether listed below).
EXHIBIT I DEFINITIONS. As used in this Agreement, (a) capitalized terms used and not otherwise defined in this Agreement (whether or note included in the list below) shall have the meanings attributed thereto in the Receivables Sale Agreements, and (b) the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
EXHIBIT I DEFINITIONS. 37 EXHIBIT II CHIEF EXECUTIVE OFFICE OF THE SELLER; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER........................................52 EXHIBIT III LOCKBOXES; COLLECTION ACCOUNTS; CONCENTRATION ACCOUNTS; AND DEPOSITARY ACCOUNTS.......................................................53 EXHIBIT IV FORM OF COMPLIANCE CERTIFICATE.....................................54 EXHIBIT V FORM OF COLLECTION ACCOUNT AGREEMENT................................56 EXHIBIT VI CREDIT AND COLLECTION POLICY.......................................60 EXHIBIT VII FORM OF INVOICE(S)................................................61 EXHIBIT VIII FORM OF MONTHLY REPORT...........................................62 EXHIBIT IX FORM OF PURCHASE NOTICE............................................63 EXHIBIT X CONTRACTS APPLICABLE TO EXCLUDED CONTRACTS..........................65
