**Exhibit 10.6**

Portions of this Exhibit 10.6 have been omitted based upon a request for confidential treatment. This Exhibit 10.6, including the non-public information, has been filed separately with the Securities and Exchange Commission. “[*]” designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.

AMENDMENTNO. 8 TO SECOND AMENDED AND RESTATEDRECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 8dated as of September 22, 2006 to SECOND AMENDED AND RESTATED RECEIVABLESPURCHASE AGREEMENT (this “Amendment”)is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “Seller”), AUTOMOTIVE FINANCE CORPORATION, anIndiana corporation (the “Servicer”),FAIRWAY FINANCE COMPANY, LLC (as successor to Fairway Finance Corporation), aDelaware limited liability company (the “Initial Purchaser” and a “Purchaser”), GRESHAM RECEIVABLES (NO. 8)LIMITED (together with the Initial Purchaser, each a “Purchaser”),LLOYDS TSB BANK PLC, as agent for Gresham Receivables (No. 8) Limited, and BMOCAPITAL MARKETS CORP. (formerly known as HARRIS NESBITT CORP.), a Delawarecorporation, as agent for Fairway Finance Company, LLC and as the initial agent(the “Agent”).

RECITALS

A.            The Seller, the Servicer, theInitial Purchaser and the Agent are parties to that certain Second Amended andRestated Receivables Purchase Agreement dated as of June 15, 2004 (as amended,amended and restated, supplemented or otherwise modified prior to the datehereof, the “Agreement”).

B.            The Seller, the Servicer, thePurchasers and the Agent desire to amend the Agreement as hereinafter setforth.

NOW THEREFORE, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

1.             Certain Defined Terms.  Capitalized terms which are used hereinwithout definition and that are defined in the Agreement shall have the samemeanings herein as in the Agreement.

2.             Amendments to Agreement.  The Agreement is amended as follows:

2.1           The definition of “SpecialConcentration Percentage” in Exhibit I to the Agreement is hereby replaced inits entirety with the following:

“Special ConcentrationPercentage” means, (i) for [ * ] at any time, [ * ] and (ii) for any otherSpecial Obligor at any time, [ * ].
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2.2           The definition of “EligibleReceivable” in Exhibit I to the Agreement is hereby amended to: [ * ]

3.             Representationsand Warranties.  Each of theSeller and the Servicer hereby represents and warrants to the Agent and thePurchaser as follows:

(a)           Representations and Warranties.  The representations and warranties of suchPerson contained in Exhibit III and Exhibit VII to the Agreement are true andcorrect as of the date hereof (unless stated to relate solely to an earlierdate, in which case such representations and warranties were true and correctas of such earlier date).

(b)           Enforceability.  The execution and delivery by such Person ofthis Amendment, and the performance of its obligations under this Amendment andthe Agreement, as amended hereby, are within its corporate powers and have beenduly authorized by all necessary corporate action on its part.  This Amendment and the Agreement, as amendedhereby, are its valid and legally binding obligations, enforceable inaccordance with its terms.

(c)           Termination Event.  No Termination Event or Unmatured TerminationEvent has occurred and is continuing.

4.             Effectiveness.  This Amendment shall become effective upon receipt by the Agent of eachof the counterparts of this Amendment (whether by facsimile or otherwise)executed by each of the parties hereto.

5.             Effectof Amendment.  Except asexpressly amended and modified by this Amendment, all provisions of theAgreement shall remain in full force and effect.  After this Amendment becomes effective, allreferences in the Agreement (or in any other Transaction Document) to “theReceivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or wordsof similar effect, in each case referring to the Agreement, shall be deemed tobe references to the Agreement as amended by this Amendment.  This Amendment shall not be deemed toexpressly or impliedly waive, amend or supplement any provision of the Agreementother than as set forth herein.

6.             Counterparts.  This Amendment may be executed in any numberof counterparts and by different parties on separate counterparts, and eachcounterpart shall be deemed to be an original, and all such counterparts shalltogether constitute but one and the same instrument.

7.             GoverningLaw.  This Amendment shall begoverned by, and construed in accordance with, the internal laws of the Stateof Indiana without reference to conflict of laws principles.

8.             SectionHeadings.  The variousheadings of this Amendment are inserted for convenience only and shall notaffect the meaning or interpretation of this Amendment or the Agreement or anyprovision hereof or thereof.
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IN WITNESSWHEREOF, the parties have executed this Amendment as of the date first abovewritten.
|        | AFC FUNDING CORPORATION                                                                      |
|--------|----------------------------------------------------------------------------------------------|
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | By:                                                                                          | /s/ James E. Money II |
|   | Name:                                                                                        | James E. Money II |
|   | Title:                                                                                       | Controller / Assistant Treasurer |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | AUTOMOTIVE FINANCE CORPORATION                                                               |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | By:                                                                                          | /s/ James E. Money II |
|   | Name:                                                                                        | James E. Money II |
|   | Title:                                                                                       | Controller / Assistant Treasurer |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | AIRWAY FINANCE COMPANY, LLC                                                                  |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | By:                                                                                          | /s/ Amy S. Keith |
|   | Name:                                                                                        | Amy S. Keith |
|   | Title:                                                                                       | Vice President |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | BMO CAPITAL MARKETS CORP., as Purchaser Agent for  Fairway Finance Company, LLC and as Agent |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | By:                                                                                          | /s/ John Pappano |
|   | Name:                                                                                        | John Pappano |
|   | Title:                                                                                       | Managing Director |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | GRESHAM RECEIVABLES (NO. 8) LIMITED                                                          |
|   |                                                                                         |   |
|   |                                                                                         |   |
|   | By:                                                                                          | /s/ S.M. Hollywood |
|   | Name:                                                                                        | S.M. Hollywood |
|   | Title:                                                                                       | Director |

 
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|        | LLOYDS TSB BANK PLC, as Purchaser Agent for Gresham  Receivables (No. 8) Limited |
|--------|----------------------------------------------------------------------------------|
|   |                                                                             |   |
|   |                                                                             |   |
|   | By:                                                                              | /s/ Gary Staines |
|   | Name:                                                                            | Gary Staines |
|   | Title:                                                                           | Assistant Director, Securitization |

 

 
| Consented to:  BANK OF MONTREAL |                   |                     |   |
|---------------------------------|------------------------|--------------------------|--------|
|                            |                   |                     |   |   |
|                            |                   |                     |   |   |
|                            |                   |                     |   |   |
| By:                             | Joseph W. Linder       |                     |   |   |
|                            | Name: Joseph W. Linder |                     |   |   |
|                            | Title: Vice President  |                     |   |   |
|                            |                   |                     |   |   |
|                            |                   |                     |   |   |
|                            |                   |                     |   |   |
| LLOYDS TSB BANK PLC             |                   |                     |   |
|                            |                   |                     |   |   |
|                            |                   |                     |   |   |
| By:                             | Daniela Chun           |                     |   | /s/ Peter Hart |
|                            | Name:                  | Daniela Chun             |   | Peter Hart |
| :                               | Title                  | Assistant Vice President |   | Vice President |
|                            |                   | Structured Finance, USA  |   | Structured Finance |
|                            |                   | C-031                    |   | H002 |
|                                 |                        |                          |        |  |  |  |

 
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