<PAGE>
                                                                   Exhibit 10.58

                          CREDIT AND SECURITY AGREEMENT

                            DATED AS OF MARCH 7, 2003

                                      AMONG

                    ALLIED RECEIVABLES FUNDING INCORPORATED,
                                  as Borrower,

                        ALLIED WASTE NORTH AMERICA, INC.,
                                  as Servicer,

                      BLUE RIDGE ASSET FUNDING CORPORATION,
                                   as a Lender

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as a Lender Group Agent

               THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO,

               THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO,

             THE LENDER GROUP AGENTS FROM TIME TO TIME PARTY HERETO,


                                       AND

                  WACHOVIA BANK, NATIONAL ASSOCIATION, AS AGENT
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                                TABLE OF CONTENTS
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                                                                     Page
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<S>                                                                    <C>
Article I The Advances                                                  2
Section 1.1     Credit Facility.                                        2
Section 1.2     Increases.                                              2
Section 1.3     Decreases.                                              3
Section 1.4     Deemed Collections; Borrowing Limit.                    3
Section 1.5     Payment Requirements.                                   4
Section 1.6     Ratable Loans; Funding Mechanics; Liquidity Fundings    5
Article II Payments and Collections                                     5
Section 2.1     Payment Obligations                                     5
Section 2.2     Collections Prior to Amortization.                      6
Section 2.3     Collections Following Amortization.                     7
Section 2.4     Payment Rescission.                                     8
Section 2.5     Calculation of CP Costs, Interest, Etc.                 8
Article III Conduit Funding                                             8
Section 3.1     CP Costs                                                8
Section 3.2     [Reserved].                                             8
Section 3.3     CP Costs Payments.                                      8
Section 3.4     Default Rate.                                           8
Article IV Liquidity Bank Funding                                       9
Section 4.1     Liquidity Bank Funding                                  9
Section 4.2     Interest Payments.                                      9
Section 4.3     Selection and Continuation of Interest Periods.         9
Section 4.4     Liquidity Bank Interest Rates.                         10
Section 4.5     Suspension of the LIBO Rate.                           10
Section 4.6     Default Rate.                                          10
Article V Representations and Warranties                               11
Section 5.1     Representations and Warranties of the Loan Parties.    11
Article VI Conditions of Advances                                      15
Section 6.1     Conditions Precedent to Effectiveness of Agreement.    15
Section 6.2     Conditions Precedent to All Advances and Reinvestments 15
Article VII Covenants                                                  16
Section 7.1     Affirmative Covenants of the Loan Parties.             16
Section 7.2     Negative Covenants of the Loan Parties                 24
Article VIII Administration and Collection                             25
Section 8.1     Designation of Servicer.                               25
Section 8.2     Duties of Servicer.                                    26
Section 8.3     Collection Notices.                                    27
Section 8.4     Responsibilities of Borrower.                          28
Section 8.5     Monthly Reports.                                       28
Section 8.6     Servicing Fee.                                         28
Section 8.7     Servicer Indemnities.                                  28
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                                        i
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<S>                                                                    <C>
Section 8.8      Servicer Covenants.                                   30
Article IX Amortization Events                                         30
Section 9.1      Amortization Events.                                  30
Section 9.2      Remedies                                              33
Article X Indemnification                                              33
Section 10.1     Indemnities by the Loan Parties.                      33
Section 10.2     Increased Cost and Reduced Return.                    36
Section 10.3     Other Costs and Expenses.                             37
Section 10.4     Taxes.                                                37
Article XI The Agents                                                  41
Section 11.1     Authorization and Action.                             41
Section 11.2     Delegation of Duties.                                 41
Section 11.3     Exculpatory Provisions.                               42
Section 11.4     Reliance.                                             42
Section 11.5     Non-Reliance on Agent and Other Lenders               43
Section 11.6     Reimbursement and Indemnification.                    43
Section 11.7     Individual Capacity.                                  43
Section 11.8     Successors.                                           44
Article XII Assignments; Participations                                44
Section 12.1     Assignments                                           44
Section 12.2     Participations.                                       46
Article XIII Security Interest                                         46
Section 13.1     Grant of Security Interest                            46
Section 13.2     Termination after Final Payout Date.                  46
Article XIV Miscellaneous                                              47
Section 14.1     Waivers and Amendments.                               47
Section 14.2     Notices.                                              47
Section 14.3     Ratable Payments                                      48
Section 14.4     Protection of Agent's Security Interest               48
Section 14.5     Confidentiality.                                      49
Section 14.6     Bankruptcy Petition.                                  49
Section 14.7     Limitation of Liability.                              50
Section 14.8     CHOICE OF LAW.                                        50
Section 14.9     CONSENT TO JURISDICTION.                              50
Section 14.10    WAIVER OF JURY TRIAL.                                 50
Section 14.11    Integration; Binding Effect; Survival of Terms.       51
Section 14.12    Counterparts; Severability; Section References.       51
Section 14.13    Wachovia Roles.                                       51
</TABLE>
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EXHIBITS
<S>          <C>
Exhibit I    Definitions

Exhibit II   Form of Borrowing Notice

Exhibit III  Jurisdiction of Organization, Places of Business of the
             Loan Parties; Locations of Records; Federal
             Employer Identification Number(s); Other Names

Exhibit IV   Names of Collection Banks; Collection Accounts

Exhibit V    Form of Compliance Certificate

Exhibit VI   Form of Collection Account Agreement

Exhibit VII  Form of Assignment Agreement

Exhibit VIII Credit and Collection Policy

Exhibit IX   Form of Monthly Report

Exhibit X    [RESERVED]

Exhibit XI   Form of Performance Undertaking

Exhibit XII  [RESERVED]

Exhibit XIII Form of Reduction Notice

SCHEDULES

Schedule A   Lender Groups, Lender Group Agents, Conduit Lenders and
             Liquidity Banks and Related Commitments

Schedule B   Closing Documents

Schedule C   Originators
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                                       iii
<PAGE>
                          CREDIT AND SECURITY AGREEMENT


      THIS CREDIT AND SECURITY AGREEMENT, dated as of March 7, 2003 is entered
into by and among:

      (a) Allied Receivables Funding Incorporated, a Delaware corporation
("Borrower"),

      (b) Allied Waste North America, Inc., a Delaware corporation ("Allied"),
as initial Servicer (the Servicer together with Borrower, the "Loan Parties" and
each, a "Loan Party"),

      (c) Each of the entities identified on Schedule A to this Agreement as a
Conduit (together with any of their respective successors and assigns hereunder,
the "Conduit Lenders"),

      (d) Each of the entities identified on Schedule A to this Agreement as a
Liquidity Bank (together with any of their respective successors and assigns
hereunder, the "Liquidity Banks"),

      (e) Each of the entities identified on Schedule A to this Agreement as a
Lender Group Agent (together with any of their respective successor and assigns
hereunder, (the "Lender Group Agents"),

      (f) Blue Ridge Asset Funding Corporation, a Delaware corporation ("Blue
Ridge"), and

      (g) Wachovia Bank, National Association, as agent for the Lender Group (as
defined herein) of which Blue Ridge is a party (in such capacity, the "Blue
Ridge Agent"), as a Lender that is a member of the Blue Ridge Group (as defined
below) and as agent for the Lenders hereunder or any successor agent hereunder
(in such capacity, together with its successors and assigns hereunder, the
"Agent").

      Unless defined elsewhere herein, capitalized terms used in this Agreement
shall have the meanings assigned to such terms in Exhibit I.

                             PRELIMINARY STATEMENTS

      Borrower desires to borrow from the Lenders from time to time.

      Each Conduit may, in its absolute and sole discretion, make Advances to
Borrower from time to time.

      In the event that a Conduit declines to make any Advance, the Liquidity
Banks that are members of the related Lender Group shall, at the request of
Borrower, make Advances from time to time.

      Wachovia Bank, National Association has been requested and is willing to
act as Agent on behalf of the Lenders in accordance with the terms hereof.
<PAGE>
                                    ARTICLE I

                                  THE ADVANCES

      SECTION 1.1      CREDIT FACILITY.

      (a) Upon the terms and subject to the conditions hereof, from time to time
on and after the Initial Funding Date and prior to the Facility Termination
Date:

            (i) Borrower may, at its option, request Advances from the Lenders
in an aggregate principal amount at any one time outstanding not to exceed the
lesser of the Aggregate Commitment and the Borrowing Base (such lesser amount,
the "Borrowing Limit");

            (ii) subject to the terms and conditions of this Agreement, each
Lender Group shall make available Loans in an amount equal to the lesser of such
Lender Group's Lender Group Limit and its Lender Group Share of the Advance
requested, as provided for herein; and

            (iii) any Conduit may, at its option, make available its Lender
Group Share of the requested Advance, or if any Conduit shall decline to make
available its Lender Group Share of any Advance requested prior to the
Commitment Termination Date, except as otherwise provided in Section 1.2, the
Liquidity Banks that are members of the related Lender Group severally agree to
make Loans in an amount equal to the lesser of such Lender Group's Lender Group
Limit and the related Lender Group Share of the requested Advance, it being
understood that no Liquidity Bank shall have any obligation to make any Loan
after the Commitment Termination Date.

      Each of the Advances, and all other Obligations, shall be secured by the
Collateral as provided in Article XIII. It is the intent of each Conduit to fund
its Lender Group Share of all Advances by the issuance of Commercial Paper.

      (b) Borrower may, upon at least 30 days' notice to the Agent, terminate in
whole or reduce in part, ratably among the Lender Groups, the unused portion of
the Aggregate Commitment of the Liquidity Banks; provided that each partial
reduction of the Aggregate Commitment shall be in an amount equal to at least
$10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof).
Each such reduction shall reduce the Commitments of the Liquidity Banks of each
Lender Group ratably among such Liquidity Banks in such Lender Group.

      SECTION 1.2      INCREASES.

      Borrower shall provide the Agent and each Lender Group Agent with at least
two (2) Business Days' prior notice in a form set forth as Exhibit II hereto of
each Advance (each, a "Borrowing Notice"). Each Borrowing Notice shall be
subject to Section 6.2 hereof and shall be irrevocable and shall specify the
requested increase in Aggregate Principal (which shall not be less than
$1,000,000 or a larger integral multiple of $100,000) and the Borrowing Date
(which, in the case of any Advance after the initial Advance hereunder, shall
only be on a Settlement
                                        2
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Date) and, in the case of an Advance requested on or before the Commitment
Termination Date and to be funded by the Liquidity Banks, the requested Interest
Rate and Interest Period. Following receipt of a Borrowing Notice, each Lender
Group Agent will determine whether related Conduit will make available such
Lender Group's Lender Group Share of the requested Advance. If any Conduit or
the related Lender Group Agent determines that such Conduit will not make
available the related Lender Group's Lender Group Share of a proposed Advance,
then such Lender Group's Lender Group Share of a proposed Advance will be made
by the related Liquidity Banks and such Loan will accrue CP Costs for the period
from the date such Loan is made to the end to the then current Settlement
Period. On the date of each Advance, upon satisfaction of the applicable
conditions precedent set forth in Article VI, each Conduit or the related
Liquidity Banks (with respect to Advances requested on or before the Commitment
Termination Date), as applicable, shall wire transfer, or cause to be wire
transferred, immediately available funds to the Facility Account in an amount
equal to (a) in the case of a Conduit, its Lender Group Share of the principal
amount of the requested Advance or (b) in the case of a Liquidity Bank, such
Liquidity Bank's Pro Rata Share of its Lender Group Share of the principal
amount of the requested Advance.

      SECTION 1.3      DECREASES.

      Except as provided in Section 1.4, Borrower shall provide the Agent with
prior written notice in conformity with the Required Notice Period and in a form
set forth as Exhibit XIII hereto (a "Reduction Notice") of any proposed
reduction of Aggregate Principal. Such Reduction Notice shall designate (a) the
date (the "Proposed Reduction Date") upon which any such reduction of Aggregate
Principal shall occur (which date shall give effect to the applicable Required
Notice Period) and (b) the amount of Aggregate Principal to be reduced (the
"Aggregate Reduction"), which shall be applied ratably among all Lender Groups
and, within each Lender Group, to the Loans specified by Borrower in the
Reduction Notice, or if no Loans are so specified, ratably to the Loans of the
related Conduit and the Liquidity Banks. Only one (1) Reduction Notice shall be
outstanding at any time.

      SECTION 1.4      DEEMED COLLECTIONS; BORROWING LIMIT.

      (a) If on any day on or after the Initial Funding Date:

            (i) the Outstanding Balance of any Receivable is reduced as a result
of any defective or rejected goods or services, any cash discount or any other
adjustment by any Originator or any Affiliate thereof, or as a result of any
tariff or other governmental or regulatory action, or

            (ii) the Outstanding Balance of any Receivable is reduced or
canceled as a result of a setoff in respect of any claim by the Obligor thereof
(whether such claim arises out of the same or a related or an unrelated
transaction), or

            (iii) the Outstanding Balance of any Receivable is reduced on
account of the obligation of any Originator or any Affiliate thereof to pay to
the related Obligor any rebate or refund, or
                                        3
<PAGE>
            (iv) the Outstanding Balance of any Receivable is less than the
amount included in calculating the Net Pool Balance for purposes of any Monthly
Report (for any reason other than such Receivable becoming a Defaulted
Receivable), or

            (v) any of the representations or warranties of Borrower set forth
in Section 5.1(i), (j), (r), (s), (t) or (u) were not true when made with
respect to any Receivable,

then, on such day, Borrower shall be deemed to have received a Collection of
such Receivable (A) in the case of clauses (i) - (iv) above, in the amount of
such reduction or cancellation or the difference between the actual Outstanding
Balance and the amount included in calculating such Net Pool Balance, as
applicable; and (B) in the case of clause (v) above, in the amount of the
Outstanding Balance of such Receivable; provided, however, that in any such
case, (1) provided that no Amortization Event has occurred, if after giving
effect to a reduction in the Outstanding Balances of all affected Receivables in
the amounts described in clauses (A) and (B) of this Section 1.4(a), a Borrowing
Base Deficiency exists, Borrower shall immediately pay to each Lender Group
Agent, in accordance with Section 1.4(b), an amount necessary to cure such
Borrowing Base Deficiency or (2) if an Amortization Event has occurred, Borrower
shall pay to the Collection Account, in immediately available funds, the amounts
specified in clauses (A) or (B) of this Section 1.4(a), as applicable on the
Business Day that Borrower or the Servicer becomes aware such breach exists.

      If, in accordance with clause (B) of Section 1.4(a), Borrower deposits or
caused to be deposited in a Collection Account the Outstanding Balance of a
Receivable, then, on the next Settlement Date, upon receipt by the Agent and
each Lender Group Agent of a Monthly Report identifying such Receivable and the
Outstanding Balance thereof, the Agent on behalf of the Secured Parties shall
release its security interest in such Receivable and the Related Security and
Collections (other than the related Deemed Collection) with respect thereto
without any further action required on the part of Borrower, the Agent or the
Secured Parties.

      (b) Borrower shall ensure that the Aggregate Principal at no time exceeds
the Borrowing Limit. If at any time a Borrowing Base Deficiency exists, then
Borrower shall immediately pay to each Lender Group Agent, in immediately
available funds, an amount equal to such Lender Group Share of the amount
necessary to reduce the Aggregate Principal, such that after giving effect to
such payment the Aggregate Principal is less than or equal to the Borrowing
Limit. Upon receipt of such funds, each Lender Group Agent shall apply such
funds to the Loans specified by Borrower in writing to each Lender Group Agent,
or if no Loans are so specified, ratably to the Loans of the related Conduit and
the Liquidity Banks, such that after giving effect to such payment the related
Lender Group Principal is less than or equal to the Lender Group Limit.

      SECTION 1.5      PAYMENT REQUIREMENTS.

      All amounts to be paid or deposited by any Loan Party pursuant to any
provision of this Agreement shall be paid or deposited in accordance with the
terms hereof no later than 1:30 p.m. (New York City time) on the day when due in
immediately available funds, and if not received by 1:30 p.m. (New York City
time) shall be deemed to be received on the next succeeding

                                        4
<PAGE>
Business Day. If such amounts are payable to a Lender Group they shall be paid
to the related Lender Group Agent's Account, for the account of such Lender
Group, until otherwise notified by the applicable Lender Group Agent. Upon
notice to Borrower, the Agent may debit the Facility Account for all amounts due
and payable hereunder. All computations of CP Costs, Interest, per annum fees
calculated as part of any CP Costs, per annum fees hereunder and per annum fees
under each Fee Letter shall be made on the basis of a year of 360 days for the
actual number of days elapsed. Unless otherwise provided for herein, if any
amount hereunder shall be payable on a day which is not a Business Day, such
amount shall be payable on the next succeeding Business Day.

      SECTION 1.6      RATABLE LOANS; FUNDING MECHANICS; LIQUIDITY FUNDINGS.

      (a) Each Advance hereunder shall consist of one or more Loans made by each
Lender Group and, within each Lender Group, by the related Conduit and/or the
related Liquidity Banks.

      (b) Each Lender funding any Loan shall transfer the principal amount of
its Loan to its Lender Group Agent on the applicable Borrowing Date and each
Lender Group Agent, subject to its receipt of such Loan proceeds, shall transfer
such funds to the Facility Account on such Borrowing Date.

      (c) While it is the intent of each Conduit to fund the related Lender
Group Share of each requested Advance through the issuance of its Commercial
Paper, the parties acknowledge that if any Conduit is unable, or such Conduit or
the related Lender Group Agent determines that it is undesirable, to issue
Commercial Paper to fund all or any portion of its Lender Group Share of Loans,
or is unable to repay such Commercial Paper upon the maturity thereof, such
Conduit may put all or any portion of its Loans (including any requested
Advance) to the Liquidity Banks for the related Lender Group at any time
pursuant to the Liquidity Agreement for such Lender Group to finance or
refinance any portion or all of its Lender Group Share of Loans through a
Liquidity Funding to the extent available. The Liquidity Fundings may be
Alternate Base Rate Loans or LIBO Rate Loans, or a combination thereof, selected
by Borrower in accordance with Article IV, provided, however, that if a Conduit
puts all or any portion of its Loans to the related Liquidity Banks for the
purpose of funding a Borrowing Request, then such Loan will accrue CP Costs for
the period from the date such Liquidity Funding is made to the end to the then
current Settlement Period. Regardless of whether a Liquidity Funding constitutes
the direct funding of a Loan, an assignment of a Loan made by the related
Conduit or the sale of one or more participations in a Loan made by the related
Conduit, each Liquidity Bank participating in a Liquidity Funding shall have the
rights of a "Lender" hereunder with the same force and effect as if it had
directly made a Loan to Borrower in the amount of its Liquidity Funding.

      (d) Nothing herein shall be deemed to commit any Conduit to make Loans.

                                   ARTICLE II

                            PAYMENTS AND COLLECTIONS

      SECTION 2.1      PAYMENT OBLIGATIONS .

      Borrower hereby promises to pay the following (collectively, the
"Obligations"):

                                        5
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      (a) the Aggregate Principal on and after the Facility Termination Date as
and when Collections are received;

      (b) the fees set forth in each Fee Letter on the dates specified therein;

      (c) all accrued and unpaid Interest on the Alternate Base Rate Loans on
each Settlement Date applicable thereto;

      (d) all accrued and unpaid Interest on the LIBO Rate Loans on the last day
of each Interest Period applicable thereto;

      (e) all accrued and unpaid CP Costs on the CP Rate Loans on each
Settlement Date; and

      (f) all Broken Funding Costs and Indemnified Amounts upon demand.

      SECTION 2.2      COLLECTIONS PRIOR TO AMORTIZATION.

      (a) On and after the Initial Funding Date and prior to the Facility
Termination Date, any Deemed Collections received by the Servicer and any other
Collections received by the Servicer shall be held in trust by the Servicer for
the payment of any accrued and unpaid Obligations or for a Reinvestment as
provided in this Section 2.2. If at any time any Collections are received by the
Servicer on and after the Initial Funding Date and prior to the Facility
Termination Date, Borrower hereby requests, and each Lender, each Lender Group
Agent and the Agent hereby agrees, that simultaneously with such receipt, such
funds shall be reinvested by Borrower in the purchase of additional Eligible
Receivables (each, a "Reinvestment") such that after giving effect to such
Reinvestment, the Aggregate Principal is less than or equal to the Borrowing
Limit.

      (b) On each Settlement Date prior to the Facility Termination Date, the
Servicer shall remit to each Lender Group Agent's Account, for distribution to
the Persons specified below, from Collections received during the related
Settlement Period, the following amounts in the order specified:

            first, ratably among each Lender Group in accordance with the Lender
Group Shares, to the payment of all accrued and unpaid CP Costs, Interest and
Broken Funding Costs (if any) of each Lender Group that are then due and owing,

            second, ratably among each Lender Group in accordance with the
Lender Group Shares, to the payment of all accrued and unpaid fees under each
Fee Letter that are then due and owing,

            third, to the accrued and unpaid Servicing Fee,

            fourth, if required under Section 1.3 or 1.4, to the ratable
reduction, among each Lender Group in accordance with the Lender Group Shares,
of the Aggregate Principal,

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            fifth, for the ratable payment, among each Lender Group in
accordance with the Lender Group Shares, of all other unpaid Obligations, if
any, that are then due and owing, and

            sixth, the balance, if any, to Borrower or otherwise in accordance
with Borrower's instructions.

Collections applied to the payment of Obligations shall be distributed to each
Lender Group Agent in accordance with the aforementioned provisions and in
accordance with each of the priorities set forth above in this Section 2.2(a).
Upon receipt of any such funds, each Lender Group Agent shall distribute such
funds to the appropriate members of its Lender Group.

      SECTION 2.3      COLLECTIONS FOLLOWING AMORTIZATION.

      On (a) each day on which any of the conditions precedent set forth in
Section 6.2 are not satisfied, (b) the Facility Termination Date and (c) each
day thereafter, the Servicer shall set aside and hold in trust, for the Secured
Parties, all Collections received on such day. On and after the Facility
Termination Date, the Servicer shall, on each Settlement Date and on each other
Business Day specified by the Agent (after deduction of any accrued and unpaid
Servicing Fee as of such date): (i) remit to the Agent the amount due pursuant
to clause first below and (ii) then, to each Lender Group Agent's Account such
Lender Group's Lender Group Share of the remaining amounts set aside pursuant to
the preceding sentence, and each Lender Group Agent shall apply such amounts as
follows:

            first, to the reimbursement of the Agent's out-of-pocket costs of
collection and enforcement of this Agreement,

            second, ratably among each Lender Group in accordance with the
Lender Group Shares, to the payment of all accrued and unpaid CP Costs, Interest
and Broken Funding Costs of such Lender Group,

            third, ratably among each Lender Group in accordance with the Lender
Group Shares, to the payment of all accrued and unpaid fees under the Fee Letter
for such Lender Group,

            fourth, ratably among each Lender Group in accordance with the
Lender Group Shares, to the reduction of Aggregate Principal,

            fifth, ratably among each Lender Group in accordance with the Lender
Group Shares, for the payment of all other unpaid Obligations, and

            sixth, after the Obligations have been indefeasibly reduced to zero,
to Borrower.

Collections applied to the payment of Obligations shall be distributed in
accordance with the aforementioned provisions, and, giving effect to each of the
priorities set forth above in this Section 2.3(b), shall be shared ratably
(within each priority) among the members of each Lender Group in accordance with
the amount of such Obligations owing to each of them in respect of each such
priority.
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      SECTION 2.4      PAYMENT RESCISSION.

      No payment of any of the Obligations shall be considered paid or applied
hereunder to the extent that, at any time, all or any portion of such payment or
application is rescinded by application of law or judicial authority, or must
otherwise be returned or refunded for any reason. Borrower shall remain
obligated for the amount of any payment or application so rescinded, returned or
refunded, and shall promptly pay to the applicable Lender Group Agent (for
application to the Person or Persons with the related Lender Group who suffered
such rescission, return or refund) the full amount thereof, plus Interest on
such amount at the Default Rate from the date of any such rescission, return or
refunding.

      SECTION 2.5      CALCULATION OF CP COSTS, INTEREST, ETC.

      Not later than the 3rd Business Day immediately preceding each Monthly
Reporting Date, the Lender Group Agent on behalf of each Lender Group shall (a)
calculate, for the Calculation Period then most recently ended, the following
amounts for the related Lender Group: (i) the CP Costs applicable to all CP Rate
Loans for the related Conduit for such Calculation Period, (ii) the aggregate
amount of Interest applicable to all Liquidity Fundings for such Lender Group
for such Calculation Period, (iii) the fees payable to such Lender Group for
such Calculation Period, (iv) any Broken Funding Costs for such Lender Group for
such Calculation Period, and (v) any other amounts payable to such Lender Group
hereunder for such Calculation Period and (b) notify Borrower in writing of each
such amount (and how such amount was calculated) on such day.

                                   ARTICLE III

                                 CONDUIT FUNDING

      SECTION 3.1      CP COSTS.

      Borrower shall pay CP Costs with respect to the principal balance of each
Conduit's Loans from time to time outstanding. Each Conduit Loan that is funded
with Commercial Paper will accrue CP Costs each day.

      SECTION 3.2      [RESERVED].

      SECTION 3.3      CP COSTS PAYMENTS.

      On each Settlement Date, Borrower shall pay to each Lender Group Agent
(for the benefit of the related Conduit) an amount equal to all accrued and
unpaid CP Costs for such Lender Group in respect of the principal associated
with all CP Rate Loans of such Conduit for the Calculation Period then most
recently ended in accordance with Article II.

      SECTION 3.4      DEFAULT RATE.

      From and after the occurrence of an Amortization Event, all Conduit Loans
shall accrue Interest at the Default Rate and shall cease to be CP Rate Loans.

                                        8
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                                   ARTICLE IV

                             LIQUIDITY BANK FUNDING

      SECTION 4.1      LIQUIDITY BANK FUNDING.

      Prior to the occurrence of an Amortization Event, the outstanding
principal balance of each Liquidity Funding shall, subject to the provisions of
Section 1.2 and 1.6(c) relating to Loans made by any Lender, accrue interest for
each day during its Interest Period at either the LIBO Rate or the Alternate
Base Rate in accordance with the terms and conditions hereof. Subject to the
provisions of Section 1.2 and 1.6(c) relating to Loans made by any Lender, until
Borrower gives notice to the Lender Group Agent for each Lender Group of another
Interest Rate in accordance with Section 4.4, the initial Interest Rate for any
Loan made by any Conduit that is transferred to the Liquidity Banks for such
Conduit's Lender Group pursuant to the related Liquidity Agreement shall be the
Alternate Base Rate (unless the Default Rate is then applicable). If the
Liquidity Banks of a Lender Group acquire by assignment from the related Conduit
any Loan pursuant to the Liquidity Agreement for such Lender Group, each such
Loan so assigned shall be deemed to have an Interest Period commencing on the
date of any such assignment.

      SECTION 4.2      INTEREST PAYMENTS.

      On the last day of each Interest Period for each Liquidity Funding,
Borrower shall pay to the applicable Lender Group Agent (for the benefit of the
related Liquidity Banks) the accrued and unpaid Interest for the entire Interest
Period of each such Liquidity Funding of such Lender Group.

      SECTION 4.3      SELECTION AND CONTINUATION OF INTEREST PERIODS.

      (a) Subject to the provisions of Section 1.2 and 1.6(c) relating to Loans
made by any Lender, Borrower shall from time to time request Interest Periods
for the Liquidity Fundings of a Lender Group by providing notice to the related
Lender Group Agent in accordance with the provisions of Section 4.4, provided
that if at any time any Liquidity Funding is outstanding for a Lender Group,
Borrower shall always request Interest Periods for such Lender Group such that
at least one Interest Period for such Lender Group shall end on the next
succeeding Settlement Date; provided, further, that if no Interest Period is so
selected, the Interest Period shall be one month.

      (b) Borrower or a Lender Group Agent, upon notice to and consent by the
other received at least three (3) Business Days prior to the end of an Interest
Period (the "Terminating Tranche") for any Liquidity Funding of the related
Lender Group, may, effective on the last day of the Terminating Tranche: (i)
divide any such Liquidity Funding into multiple Liquidity Fundings, (ii) combine
any such Liquidity Funding with one or more other Liquidity Fundings of such
Lender Group that have a Terminating Tranche ending on the same day as such
Terminating Tranche or (iii) combine any such Liquidity Funding with a new
Liquidity Funding to be made by the Liquidity Banks of such Lender Group on the
day such Terminating Tranche ends.

                                        9
<PAGE>
      SECTION 4.4      LIQUIDITY BANK INTEREST RATES.

      Subject to the provisions of Section 1.2 and 1.6(c) relating to Loans made
by any Lender, Borrower may select the LIBO Rate or the Alternate Base Rate for
each Liquidity Funding. Borrower shall by 1:30 pm (New York City time): (a) at
least three (3) Business Days prior to the expiration of any Terminating Tranche
with respect to which the LIBO Rate is being requested as a new Interest Rate
and (b) at least one (1) Business Day prior to the expiration of any Terminating
Tranche with respect to which the Alternate Base Rate is being requested as a
new Interest Rate, give the applicable Lender Group Agent irrevocable notice of
the new Interest Rate for the Liquidity Funding associated with such Terminating
Tranche. Subject to the provisions of Section 1.2 and 1.6(c) relating to Loans
made by any Lender, until Borrower gives notice to the applicable Lender Group
Agent of another Interest Rate, the initial Interest Rate for any Loan
transferred to the Liquidity Banks of a Lender Group pursuant to the Liquidity
Agreement for such Lender Group shall be the Alternate Base Rate (unless the
Default Rate is then applicable).

      SECTION 4.5      SUSPENSION OF THE LIBO RATE.

      (a) If any Liquidity Bank notifies the applicable Lender Group Agent that
it has determined that funding its Pro Rata Share of the Liquidity Fundings for
such Lender Group at a LIBO Rate would violate any applicable law, rule,
regulation, or directive of any governmental or regulatory authority, whether or
not having the force of law, or that such LIBO Rate does not accurately reflect
the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate by
such Liquidity Bank, then such Lender Group Agent shall suspend the availability
of such LIBO Rate and require Borrower to select the Alternate Base Rate for any
Liquidity Funding of such Lender Group accruing Interest at such LIBO Rate.

      (b) If less than all of the Liquidity Banks of a Lender Group give a
notice to the applicable Lender Group Agent pursuant to Section 4.5(a), then
each Liquidity Bank which gave such a notice or requested such reimbursement or
indemnity shall be obligated, at the request of Borrower to assign all of its
rights and obligations hereunder to (A) another Liquidity Bank that is a member
of the related Lender Group Agent, if such Liquidity Bank accepts such
assignment or (B) another entity nominated by Borrower or the related Lender
Group Agent that is an Eligible Assignee willing to participate in this
Agreement through the Liquidity Termination Date in the place of such notifying
Liquidity Bank; provided that (1) the notifying Liquidity Bank receives payment
in full, pursuant to an Assignment Agreement, of all Obligations owing to it
(whether due or accrued), (2) the replacement Liquidity Bank otherwise satisfies
the requirements of Section 12.1(b) and (3) such replacement Liquidity Bank
shall be satisfactory to the Agent and the related Lender Group Agent.

      SECTION 4.6      DEFAULT RATE.

      From and after the occurrence of an Amortization Event, all Liquidity
Fundings shall accrue Interest at the Default Rate.

                                       10
<PAGE>
                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES


      SECTION 5.1      REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES.

      Each Loan Party hereby represents and warrants to the Agent, each Lender
Group Agent and the Lenders, as to itself, as of the date hereof, as of the date
of each Advance, of each Reinvestment and of each Settlement Date that:

      (a) Existence and Power. Such Loan Party's jurisdiction of organization is
correctly set forth in the preamble to this Agreement. Such Loan Party is duly
organized under the laws of that jurisdiction and no other state or
jurisdiction, and such jurisdiction must maintain a public record showing the
organization to have been organized. Such Loan Party is validly existing and in
good standing under the laws of its state of organization. Such Loan Party is
duly qualified to do business and is in good standing as a foreign entity, and
has and holds all organizational power and all governmental licenses,
authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is conducted except where the failure to so
qualify or so hold could not reasonably be expected to have a Material Adverse
Effect.

      (b) Power and Authority; Due Authorization, Execution and Delivery. The
execution and delivery by such Loan Party of this Agreement and each other
Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder and, in the case of Borrower, Borrower's
use of the proceeds of Advances made hereunder, are within its corporate powers
and authority and have been duly authorized by all necessary corporate action on
its part. This Agreement and each other Transaction Document to which such Loan
Party is a party has been duly executed and delivered by such Loan Party.

      (c) No Conflict. The execution and delivery by such Loan Party of this
Agreement and each other Transaction Document to which it is a party, and the
performance of its obligations hereunder and thereunder do not contravene or
violate (i) its certificate or articles of incorporation or by-laws, (ii) any
law, rule or regulation applicable to it, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or by which it or any
of its property is bound, or (iv) any order, writ, judgment, award, injunction
or decree binding on or affecting it or its property, and do not result in the
creation or imposition of any Adverse Claim on assets of such Loan Party or its
Subsidiaries (except as created hereunder) except, in any case, where such
contravention or violation could not reasonably be expected to have a Material
Adverse Effect; and no transaction contemplated hereby requires compliance with
any bulk sales act or similar law.

      (d) Governmental Authorization. Other than the filing of the financing
statements required hereunder, no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution and delivery by such Loan Party of this
Agreement and each other Transaction Document to which it is a party and the
performance of its obligations hereunder and thereunder.

                                       11
<PAGE>
      (e) Actions, Suits. There are no actions, suits or proceedings pending, or
to the best of such Loan Party's knowledge, threatened, against or affecting
such Loan Party, or any of its properties, in or before any court, arbitrator or
other body, that could reasonably be expected to have a Material Adverse Effect.
Such Loan Party is not in default with respect to any order of any court,
arbitrator or governmental body.

      (f) Binding Effect. This Agreement and each other Transaction Document to
which such Loan Party is a party constitute the legal, valid and binding
obligations of such Loan Party enforceable against such Loan Party in accordance
with their respective terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

      (g) Accuracy of Information. All information heretofore furnished by such
Loan Party or any of its Affiliates to the Agent, any Lender Group Agent or the
Lenders for purposes of or in connection with this Agreement, any of the other
Transaction Documents or any transaction contemplated hereby or thereby is true
and accurate in every material respect on the date such information is stated or
certified and does not and will not contain any material misstatement of fact or
omit to state a material fact or any fact necessary to make the statements
contained therein not misleading.

      (h) Use of Proceeds. No proceeds of any Advance hereunder will be used (i)
for a purpose that violates, or would be inconsistent with, (A) Section 7.2(e)
of this Agreement or (B) Regulation T, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time or (ii) to acquire any
security in any transaction which is subject to Section 12, 13 or 14 of the
Securities Exchange Act of 1934, as amended.

      (i) Good Title. Borrower is the legal and beneficial owner of the
Receivables, Related Security and Collections with respect thereto, free and
clear of any Adverse Claim, except as created by the Transaction Documents.
There have been duly filed all financing statements or other similar instruments
or documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Borrower's ownership interest in each Receivable, its
Collections and the Related Security.

      (j) Perfection. This Agreement is effective to create a valid security
interest in favor of the Agent for the benefit of the Secured Parties in the
Collateral to secure payment of the Obligations, free and clear of any Adverse
Claim except as created by the Transactions Documents. As of the Initial Funding
Date, there have been duly filed all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all
appropriate jurisdictions to perfect the Agent's (on behalf of the Secured
Parties) security interest in the Collateral. Such Loan Party's jurisdiction of
organization is a jurisdiction whose law generally requires information
concerning the existence of a nonpossessory security interest to be made
generally available in a filing, record or registration system as a condition or
result of such a security interest's obtaining priority over the rights of a
lien creditor which respect to collateral.


                                       12
<PAGE>
      (k) Places of Business and Locations of Records. The principal places of
business and chief executive office of such Loan Party and the offices where it
keeps all of its Records are located at the address(es) listed on Exhibit III or
such other locations of which the Agent has been notified in accordance with
Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has
been taken and completed. Borrower's Federal Employer Identification Number is
correctly set forth on Exhibit III.

      (l) Collections. The conditions and requirements set forth in Section
7.1(j) and Section 8.2 have at all times been satisfied and duly performed. The
names and addresses of all Collection Banks, together with the account numbers
of the Collection Accounts of Borrower at each Collection Bank and the post
office box number of each Lock-Box, are listed on Exhibit IV. Borrower has not
granted any Person, other than the Agent as contemplated by this Agreement,
dominion and control of any Lock-Box or Collection Account, or the right to take
dominion and control of any such Lock-Box or Collection Account at a future time
or upon the occurrence of a future event.

      (m) Material Adverse Effect. (i) The initial Servicer represents and
warrants that since December 31, 2002, no event has occurred that would have a
material adverse effect on the financial condition or operations of the initial
Servicer and its Subsidiaries or the ability of the initial Servicer to perform
its obligations under this Agreement, and (ii) Borrower represents and warrants
that since the date of this Agreement, no event has occurred that would have a
material adverse effect on (A) the financial condition or operations of
Borrower, (B) the ability of Borrower to perform its obligations under the
Transaction Documents, or (C) the collectibility of the Receivables generally or
any material portion of the Receivables.

      (n) Names. The name in which Borrower has executed this Agreement is
identical to the name of Borrower as indicated on the public record of its state
of organization which shows Borrower to have been organized. In the past five
(5) years, Borrower has not used any corporate names, trade names or assumed
names other than the name in which it has executed this Agreement.

      (o) Ownership of Borrower. Allied owns, directly or indirectly, 100% of
the issued and outstanding capital stock of Borrower, free and clear of any
Adverse Claim, other than any Adverse Claim subject to a written agreement
between the Agent and Person holding such Adverse Claim, which agreement shall
be in the form and substance of Section 9.16 of the Senior Credit Agreement
(notwithstanding the definition of Senior Credit Agreement, as such Senior
Credit Agreement exists on the Closing Date without giving effect to any
amendment, modification, waiver, restatement, replacement or supplement thereof
or thereto) and shall apply equally to any capital stock, notes or other
interests in or obligations of Borrower, with the Agent expressly noted as a
third party beneficiary of such agreement (the "Standstill Agreement") and the
Standstill Agreement shall be executed by, and enforceable (as evidenced by a
representation to such effect by the Performance Guarantor) against, each party
thereto (except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting
creditors' rights generally and by general principles of equity, regardless of
whether enforcement is sought in a proceeding in equity or at law) on or before
June 5, 2003. Such capital stock is validly issued, fully paid and
nonassessable, and there are no options, warrants or other rights to acquire
securities of Borrower.

                                       13
<PAGE>
      (p) Not a Holding Company or an Investment Company. Such Loan Party is not
a "holding company" or a "subsidiary holding company" of a "holding company"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended, or any successor statute. Such Loan Party is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or any successor statute.

      (q) Compliance with Law. Such Loan Party has complied in all respects with
all applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where the failure to so
comply could not reasonably be expected to have a Material Adverse Effect. Each
Receivable, together with the Contract related thereto, does not contravene any
laws, rules or regulations applicable thereto (including, without limitation,
laws, rules and regulations relating to truth in lending, fair credit billing,
fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy), and no part of such Contract is in violation of any such law, rule
or regulation, except where such contravention or violation could not reasonably
be expected to have a Material Adverse Effect.

      (r) Compliance with Credit and Collection Policy. Such Loan Party has
complied in all material respects with the Credit and Collection Policy with
regard to each Receivable and the related Contract, and has not made any
material change to such Credit and Collection Policy, except in accordance with
Section 7.1(a)(vii).

      (s) Payments to Applicable Originator. With respect to each Receivable
transferred to Borrower under the Receivables Sale Agreement, Borrower has given
reasonably equivalent value (determined as of the date such Receivable was
acquired by Borrower) to the applicable Originator in consideration therefor and
such transfer was not made for or on account of an antecedent debt. No transfer
by any Originator of any Receivable under the Receivables Sale Agreement is or
may be voidable under any section of the Federal Bankruptcy Code.

      (t) Enforceability of Contracts. Each Contract with respect to each
Receivable is effective to create, and has created, a legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance of the
Receivable created thereunder and any accrued interest thereon, enforceable
against the Obligor in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

      (u) Eligible Receivables. Each Receivable included in the Net Pool Balance
as an Eligible Receivable on any date was an Eligible Receivable on such date.

      (v) Borrowing Limit. Immediately after giving effect to each Advance, each
Reinvestment and each settlement on any Settlement Date hereunder, the Aggregate
Principal is less than or equal to the Borrowing Limit.

      (w) Accounting. Each Loan Party accounts for the transactions contemplated
by the Receivables Sale Agreement as a sale of the Receivables, Related Security
and Collections.

                                       14
<PAGE>
                                   ARTICLE VI

                             CONDITIONS OF ADVANCES

      SECTION 6.1      CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT.

      The effectiveness of this Agreement is subject to the conditions precedent
that (a) the Agent and each Lender Group Agent shall have received each of those
documents listed on Schedule A to the Receivables Sale Agreement and identified
therein as to be received on or before the Closing Date and each of those
documents listed on Schedule B to this Agreement and identified therein as to be
received on or before the Closing Date, and (b) the Agent and each Lender Group
Agent shall have received all fees and expenses required to be paid on such date
pursuant to the terms of this Agreement and the related Fee Letters.


      SECTION 6.2      CONDITIONS PRECEDENT TO ALL ADVANCES AND REINVESTMENTS.

      Each Advance, each Reinvestment and each rollover or continuation of any
Advance shall be subject to the further conditions precedent that (a) the
Servicer shall have delivered to the Agent and each Lender Group Agent on or
prior to the date thereof, in form and substance satisfactory to the Agent, all
Monthly Reports as and when due under Section 8.5; (b) the Facility Termination
Date shall not have occurred; (c) the Agent and each Lender Group Agent shall
have received such other approvals, opinions or documents as it may reasonably
request, provided, however, no Advance, Reinvestment, or rollover or
continuation of any Advance shall be subject to receipt by the Agent or any
Lender Group Agent of any approval, opinion or document requested pursuant to
this clause (c) unless reasonable prior notice has been given by the Agent or
such Lender Group Agent requesting such approval, opinion or document and such
approval, opinion or document has not been received on or before the second
Settlement Date occurring after the date of such request; (d) on the date
thereof, the following statements shall be true (and acceptance of the proceeds
of such Advance or Reinvestment shall be deemed a representation and warranty by
Borrower that such statements are then true):

            (i) the representations and warranties set forth in Section 5.1 are
true and correct on and as of the date of such Advance (or such Settlement Date,
as the case may be) such Reinvestment or rollover or continuation of any Advance
as though made on and as of such date;

            (ii) no event has occurred and is continuing, or would result from
such Advance (or the continuation thereof), that will constitute an Amortization
Event, and no event has occurred and is continuing, or would result from such
Advance (or the continuation thereof) such Reinvestment or rollover or
continuation of any Advance, that would constitute an Unmatured Amortization
Event; and

            (iii) after giving effect to such Advance such Reinvestment or
rollover or continuation of any Advance, the Aggregate Principal will not exceed
the Borrowing Limit; and

                                       15
<PAGE>
(e) the Agent and each Lender Group Agent shall have received on or before the
Initial Funding Date those documents listed on Schedule B hereto and identified
therein as to be received on or before the Initial Funding Date.

                                   ARTICLE VII

                                    COVENANTS

      SECTION 7.1      AFFIRMATIVE COVENANTS OF THE LOAN PARTIES.

      Until the Final Payout Date, each Loan Party hereby covenants, as to
itself, as set forth below:

      (a) Financial Reporting. It will maintain, for itself and each of its
Subsidiaries, a system of accounting established and administered in accordance
with GAAP, and furnish or cause to be furnished to the Agent and each Lender
Group Agent:

            (i) Annual Reporting. Within 90 days after the close of each of its
respective fiscal years, audited, unqualified financial statements (which shall
include balance sheets, statements of income and retained earnings and a
statement of cash flows) for itself and its consolidated subsidiaries for such
fiscal year certified by independent public accountants reasonably acceptable to
the Agent and each Lender Group Agent.

            (ii) Quarterly Reporting. Within 45 days after the close of the
first three (3) quarterly periods of each of its respective fiscal years,
balance sheets for itself and its consolidated subsidiaries as at the close of
each such period and statements of income and retained earnings and a statement
of cash flows for such Person for the period from the beginning of such fiscal
year to the end of such quarter, all certified by its chief financial officer.

            (iii) Compliance Certificate. Together with the financial statements
required hereunder, a compliance certificate in substantially the form of
Exhibit V signed by one of its Authorized Officers and dated the date of such
annual financial statement or such quarterly financial statement, as the case
may be.

            (iv) Shareholders Statements and Reports. Promptly upon the
furnishing thereof to its shareholders, copies of all financial statements,
reports and proxy statements so furnished.

            (v) S.E.C. Filings. Promptly upon the filing thereof, copies of all
of its registration statements and annual, quarterly, monthly or other regular
reports filed with the Securities and Exchange Commission.

            (vi) Copies of Notices. Promptly upon its receipt of any notice,
request for consent, financial statements, certification, report or other
communication under or in connection with any Transaction Document from any
Person other than the Agent copies of the same.

                                       16
<PAGE>
            (vii) Change in Credit and Collection Policy. Promptly after the
effectiveness of any material change in or amendment to the Credit and
Collection Policy, a copy of the Credit and Collection Policy then in effect and
a notice indicating such change or amendment; provided, that if any proposed
change or amendment would be reasonably likely to adversely affect the
collectibility of the Receivables or decrease the credit quality of any newly
created Receivables, the Agent's and each Lender Group Agent's prior written
consent thereto shall be required. The Agent and each Lender Group Agent agrees
that it will respond to any request referred to in this Section 7.1(a)(vii)
within five (5) Business Days after receipt by the Agent of written request
therefor.

            (viii) Other Information. Promptly, from time to time, such other
information, documents, records or reports relating to the Receivables or the
condition or operations, financial or otherwise, of such Loan Party as the Agent
or a Lender Group Agent may from time to time reasonably request in order to
protect the interests of the Agent and the Secured Parties under or as
contemplated by this Agreement.

      Notwithstanding the foregoing, the Servicer's obligations pursuant to
clauses (i), (ii), (iii), (iv) and (v) of Section 7.1(a) may be satisfied by
delivery of the required financial statements, compliance certificates,
shareholder statements and Securities and Exchange Commission filings of,
relating to, or signed by an Authorized Officer of, as appropriate, the
Performance Guarantor.

      (b) Notices. Such Loan Party will notify the Agent in writing of any of
the following promptly upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken with respect thereto:

            (i) Amortization Events or Unmatured Amortization Events. The
occurrence of each Amortization Event and each Unmatured Amortization Event, by
a statement of an Authorized Officer of such Loan Party.

            (ii) Judgments and Proceedings. (A) (1) The entry of any judgment or
decree against Performance Guarantor, the Servicer or any of their respective
Subsidiaries if the aggregate amount of all judgments and decrees then
outstanding against Performance Guarantor, the Servicer and their respective
Subsidiaries exceeds $50,000,000 after deducting (I) the amount with respect to
which Performance Guarantor, the Servicer or any such Subsidiary, as the case
may be, is insured and with respect to which the insurer has assumed
responsibility in writing, and (II) the amount for which Performance Guarantor,
the Servicer or any such Subsidiary is otherwise indemnified if the terms of
such indemnification are satisfactory to the Agent and each Lender Group Agent,
and (2) the filing or commencement of, or of any threat or notice of intention
of any Person to file or commence, any action, suit or proceeding, whether at
law or in equity or by or before any governmental authority, against the
Performance Guarantor or the Servicer that could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, provided,
however, that any notice required by this subclause (A)(2) shall be provided as
soon as possible and in any event within five (5) Business Days after any
Authorized Officer of such Loan Party has knowledge of such filing,
commencement, threat or notice of intention; and (B) the entry of any judgment
or decree
                                       17
<PAGE>
or the institution of any litigation, arbitration proceeding or governmental
proceeding against Borrower.

            (iii) Material Adverse Effect. Any development known to any
Authorized Officer that has had, or could, individually or in the aggregate,
reasonably be expected to have, a Material Adverse Effect.

            (iv) Termination Date. The occurrence of the "Termination Date"
under and as defined in the Receivables Sale Agreement.

            (v) Defaults Under Other Agreements. The occurrence of a default or
an event of default under any other financing arrangement (in the case of the
Servicer, any financing arrangement or arrangements that, individually or in the
aggregate, equal or exceed $50,000,000 or in the case of Borrower, any financing
arrangement or arrangements that individually or in the aggregate, equal or
exceed $5,000) pursuant to which such Loan Party is a debtor or an obligor.

            (vi) Notices under Receivables Sale Agreement. Copies of all notices
delivered under the Receivables Sale Agreement.

            (vii) Downgrade of Servicer or Performance Guarantor. Any downgrade
in the rating of any Indebtedness of the Servicer or of the Performance
Guarantor by S&P or Moody's, setting forth the Indebtedness affected and the
nature of such change.

      (c) Compliance with Laws and Preservation of Corporate Existence. Such
Loan Party will comply in all respects with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, except where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect. Such Loan Party will preserve and
maintain its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified in good
standing as a foreign corporation in each jurisdiction where its business is
conducted, except where the failure to so preserve and maintain or qualify could
not reasonably be expected to have a Material Adverse Effect.

      (d) Audits. Such Loan Party will furnish to the Agent and each Lender
Group Agent from time to time such information with respect to it and the
Receivables as the Agent or any Lender Group Agent may reasonably request. Such
Loan Party will, from time to time during regular business hours as requested by
the Agent or a Lender Group Agent upon reasonable notice and at the sole cost of
such Loan Party, permit the Agent and each Lender Group Agent, or its agents or
representatives (and shall cause each Originator to permit the Agent and each
Lender Group Agent or its agents or representatives): (i) to examine and make
copies of and abstracts from all Records in the possession or under the control
of such Person relating to the Collateral, including, without limitation, the
related Contracts, and (ii) to visit the offices and properties of such Person
for the purpose of examining such materials described in clause (i) above, and
to discuss matters relating to such Person's financial condition or the
Collateral or any Person's performance under any of the Transaction Documents or
any Person's performance under the Contracts and, in each case, with any of the
officers or employees of Borrower or the

                                       18
<PAGE>
Servicer having knowledge of such matters (each of the foregoing examinations
and visits, a "Review"); provided, however, that, so long as no Amortization
Event has occurred and is continuing, (A) excluding the first Review after the
Closing Date and any Reviews to ascertain compliance by the Servicer (and its
Affiliates who are sub-servicers) with the requirements of Section 8.8, the Loan
Parties shall only be responsible for the costs and expenses of two (2) Reviews
in any one calendar year and (B) the Agent and the Lender Group Agents will not
request more than four (4) Reviews in any one calendar year.

      (e)   Keeping and Marking of Records and Books.

            (i) The Servicer will (and will cause each Originator to) maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Receivables in the event
of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Receivables (including, without limitation,
records adequate to permit the immediate identification of each new Receivable
and all Collections of and adjustments to each existing Receivable). The
Servicer will (and will cause each Originator to) give the Agent and each Lender
Group Agent notice of any material change in the administrative and operating
procedures referred to in the previous sentence.

            (ii) Such Loan Party will (and will cause each Originator to): (A)
on or prior to the date hereof, mark its master data processing records and
other books and records relating to the Loans with a legend, acceptable to the
Agent, describing the Agent's security interest in the Collateral and (B) upon
the request of the Agent or any Lender Group Agent after an Amortization Event,
deliver to the Agent all Contracts (including, without limitation, all multiple
originals of any such Contract constituting an instrument, a certificated
security or chattel paper) relating to the Receivables.

      (f) Compliance with Contracts and Credit and Collection Policy. Such Loan
Party will (and will cause each Originator to) timely and fully (i) perform and
comply with all provisions, covenants and other promises required to be observed
by it under the Contracts related to the Receivables, and (ii) comply in all
respects with the Credit and Collection Policy in regard to each Receivable and
the related Contract; provided, however, any failure to so perform or comply
shall not constitute a breach hereof except to the extent such failure or non-
compliance could be reasonably expected to have a Material Adverse Effect.

      (g) Performance and Enforcement of Receivables Sale Agreement and other
Transaction Documents. Borrower (i) will perform each of its obligations and
undertakings under and pursuant to the Receivables Sale Agreement and the other
Transaction Documents to which it is a party, (ii) will purchase Receivables
thereunder in strict compliance with the terms of the Receivables Sale
Agreement, (iii) will promptly enforce the rights and remedies accorded to
Borrower under the Receivables Sale Agreement and (iv) will maintain the
effectiveness of, and continue to perform under the Receivables Sale Agreement
and the other Transaction Documents to which it is a party, such that it does
not amend, restate, supplement, cancel, terminate or otherwise modify the
Receivables Sale Agreement or any other Transaction Document to which it is a
party, or give any consent, waiver, directive or approval thereunder or

                                       19
<PAGE>
waive any default, action, omission or breach under the Receivables Sale
Agreement or any Transaction Document or otherwise grant any indulgence
thereunder, without (in each case) the prior written consent of the Agent or
otherwise as permitted by this Agreement. Borrower will take all actions
necessary to perfect and enforce its rights and interests (and the rights and
interests of the Agent, the Lender Group Agents and the Lenders as assignees of
Borrower) under the Receivables Sale Agreement and as the Agent or any Lender
Group Agent may from time to time reasonably request, including, without
limitation, making claims to which it may be entitled under any indemnity,
reimbursement or similar provision contained in the Receivables Sale Agreement.

      (h) Ownership. Borrower will take all necessary action to (i) vest legal
and equitable title to the Collateral purchased under the Receivables Sale
Agreement irrevocably in Borrower, free and clear of any Adverse Claims (other
than Adverse Claims in favor of the Agent, for the benefit of the Secured
Parties) including, without limitation, the filing of all financing statements
or other similar instruments or documents necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect Borrower's interest
in such Collateral and such other action to perfect, protect or more fully
evidence the interest of Borrower therein as the Agent or any Lender Group Agent
may reasonably request), and (ii) establish and maintain, in favor of the Agent,
for the benefit of the Secured Parties, a valid and perfected first priority
security interest in all Collateral, free and clear of any Adverse Claims,
including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law)
of all appropriate jurisdictions to perfect the Agent's (for the benefit of the
Secured Parties) security interest in the Collateral and such other action to
perfect, protect or more fully evidence the interest of the Agent for the
benefit of the Secured Parties as the Agent or any Lender Group Agent may
reasonably request.

      (i) Lenders' Reliance. Borrower acknowledges that the Lenders are entering
into the transactions contemplated by this Agreement in reliance upon Borrower's
identity as a legal entity that is separate from each Originator. Therefore,
from and after the date of execution and delivery of this Agreement, Borrower
shall take all reasonable steps, including, without limitation, all steps that
the Agent, any Lender Group Agent or any Lender may from time to time reasonably
request, to maintain Borrower's identity as a separate legal entity and to make
it manifest to third parties that Borrower is an entity with assets and
liabilities distinct from those of each Originator and any Affiliates thereof
(other than Borrower) and not just a division of any Originator or any such
Affiliate. Without limiting the generality of the foregoing and in addition to
the other covenants set forth herein, Borrower will:

            (i) conduct its own business in its own name and require that all
full-time employees of Borrower, if any, identify themselves as such and not as
employees of any Originator (including, without limitation, by means of
providing appropriate employees with business or identification cards
identifying such employees as Borrower's employees);

            (ii) compensate all employees, consultants and agents directly, from
Borrower's own funds, for services provided to Borrower by such employees,
consultants and agents and, to the extent any employee, consultant or agent of
Borrower is also an employee, consultant or agent of any Originator or any
Affiliate thereof, allocate the

                                       20
<PAGE>
compensation of such employee, consultant or agent between Borrower and such
Originator or such Affiliate, as applicable, on a basis that reflects the
services rendered to Borrower and such Originator or such Affiliate, as
applicable;

            (iii) clearly identify its offices (by signage or otherwise) as its
offices and, if such office is located in the offices of any Originator,
Borrower shall lease such office at a fair market rent;

            (iv) have a separate telephone number, which will be answered only
in its name and separate stationery and checks in its own name;

            (v) conduct all transactions with each Originator and the Servicer
(including, without limitation, any delegation of its obligations hereunder as
Servicer) on an arm's-length basis, allocate all overhead expenses (including,
without limitation, telephone and other utility charges) for items shared
between Borrower and such Originator on the basis of actual use to the extent
practicable and, to the extent such allocation is not practicable, on a basis
reasonably related to actual use;

            (vi) at all times have a Board of Directors consisting of at least
three members, at least one member of which is an Independent Director;

            (vii) observe all corporate formalities as a distinct entity, and
ensure that all corporate actions relating to (A) the selection, maintenance or
replacement of the Independent Director, (B) the dissolution or liquidation of
Borrower or (C) the initiation of, participation in, acquiescence in or consent
to any bankruptcy, insolvency, reorganization or similar proceeding involving
Borrower, are duly authorized by unanimous vote of its Board of Directors
(including the Independent Director);

            (viii) maintain Borrower's books and records separate from those of
each Originator and any Affiliate thereof and otherwise readily identifiable as
its own assets rather than assets of any Originator or any Affiliate thereof;

            (ix) prepare its financial statements separately from those of each
Originator and insure that any consolidated financial statements of any
Originator or any Affiliate thereof that include Borrower and that are filed
with the Securities and Exchange Commission or any other governmental agency
have notes clearly stating that Borrower is a separate corporate entity and that
its assets will be available first and foremost to satisfy the claims of the
creditors of Borrower;

            (x) except as herein specifically otherwise provided, maintain the
funds or other assets of Borrower separate from, and not commingled with, those
of any Originator or any Affiliate thereof and only maintain bank accounts or
other depository accounts to which Borrower alone is the account party, into
which Borrower alone makes deposits and from which Borrower alone (or the Agent
hereunder) has the power to make withdrawals;

                                       21
<PAGE>
            (xi) pay all of Borrower's operating expenses from Borrower's own
assets (except for certain payments by any Originator or other Persons pursuant
to allocation arrangements that comply with the requirements of this Section
7.1(i));

            (xii) operate its business and activities such that: it does not
engage in any business or activity of any kind, or enter into any transaction or
indenture, mortgage, instrument, agreement, contract, lease or other
undertaking, other than the transactions as contemplated and authorized by this
Agreement and the Receivables Sale Agreement and its Certificate of
Incorporation and By-Laws; and does not create, incur, guarantee, assume or
suffer to exist any indebtedness or other liabilities, whether direct or
contingent, other than (A) as a result of the endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business, (B) the incurrence of obligations under this Agreement, (C)
the incurrence of obligations, as expressly contemplated in the Receivables Sale
Agreement, to make payment to the applicable Originator thereunder for the
purchase of Receivables from such Originator under the Receivables Sale
Agreement, and (D) the incurrence of operating expenses in the ordinary course
of business of the type otherwise contemplated by this Agreement;

            (xiii) maintain its corporate charter in conformity with this
Agreement, such that it does not amend, restate, supplement or otherwise modify
its Certificate of Incorporation or By-Laws in any respect that would impair its
ability to comply with the terms or provisions of any of the Transaction
Documents, including, without limitation, Section 7.1(i) of this Agreement;

            (xiv) [RESERVED];

            (xv) maintain its corporate separateness such that it does not merge
or consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions, and except as
otherwise contemplated herein) all or substantially all of its assets (whether
now owned or hereafter acquired) to, or acquire all or substantially all of the
assets of, any Person, nor at any time create, have, acquire, maintain or hold
any interest in any Subsidiary.

            (xvi) maintain at all times the Required Capital Amount and refrain
from making any dividend, distribution, redemption of capital stock or payment
of any subordinated indebtedness which would cause the Required Capital Amount
to cease to be so maintained; and

            (xvii) take such other actions as are necessary on its part to
ensure that the facts and assumptions set forth in the opinion issued by Latham
& Watkins, counsel for Borrower, in connection with the closing or initial
Advance under this Agreement and relating to substantive consolidation issues,
and in the certificates accompanying such opinion, remain true and correct in
all material respects at all times.

      (j)   Collections.

            (i) Such Loan Party will cause (A) all proceeds from all Lock-Boxes
to be directly deposited by a Collection Bank into a Collection Account and (B)
each Lock-


                                       22
<PAGE>
      Box and Collection Account to be subject at all times to a Collection
      Account Agreement that is in full force and effect. In the event any
      payments relating to the Collateral are remitted directly to Borrower or
      any Affiliate of Borrower, Borrower will remit (or will cause all such
      payments to be remitted) directly to a Collection Bank and deposited into
      a Collection Account within two (2) Business Days following receipt
      thereof, and, at all times prior to such remittance, Borrower will itself
      hold or, if applicable, will cause such payments to be held in trust for
      the exclusive benefit of the Agent and the Lenders. Borrower will maintain
      exclusive ownership, dominion and control (subject to the terms of this
      Agreement) of each Lock-Box and Collection Account and shall not grant the
      right to take dominion and control of any Lock-Box or Collection Account
      at a future time or upon the occurrence of a future event to any Person,
      except to the Agent as contemplated by this Agreement.

                  (ii) Borrower, or Servicer on behalf of Borrower, shall cause
              evidence to be delivered to Agent showing that each Lock-Box and
              each Collection Account is maintained in the name of Borrower.

      (k) Taxes. Such Loan Party will file all tax returns and reports required
by law to be filed by it and will promptly pay all taxes and governmental
charges at any time owing, except any such taxes which are not yet delinquent or
are being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books. Borrower will pay when due any taxes payable in connection with the
Receivables, exclusive of taxes on or measured by income or gross receipts of
the Agent, any Lender Group Agent or any Lender.

      (l) Payment to Applicable Originator. With respect to any Receivable
purchased by Borrower from any Originator, such sale shall be effected under,
and in strict compliance with the terms of, the Receivables Sale Agreement,
including, without limitation, the terms relating to the amount and timing of
payments to be made to such Originator in respect of the purchase price for such
Receivable.

      (m) Accuracy of Information. Each Loan Party will cause all information
furnished by such Loan Party or any of its Affiliates to the Agent, any Lender
Group Agent or the Lenders for purposes of or in connection with this Agreement,
any of the other Transaction Documents or any transaction contemplated hereby or
thereby to be true and accurate in all material respects on the date such
information is stated or certified and to not contain any material misstatement
of fact or omit to state a material fact or any fact necessary to make the
statements contained therein not misleading.

      (n) Standstill Agreement. Allied will, if the Agent is not a signatory of
the Standstill Agreement, deliver, or cause to be delivered, to the Agent, prior
to the execution of the Standstill Agreement, a final draft of the Standstill
Agreement at least three (3) Business Days prior to the execution of the
Standstill Agreement and the Agent shall have the right to request modifications
and other changes to the final execution copy of the Standstill Agreement for
the purpose of conforming such copy to the substance of Section 9.16 of the
Senior Credit Agreement (notwithstanding the definition of Senior Credit
Agreement, as such Senior Credit Agreement

                                       23
<PAGE>
exists on the Closing Date without giving effect to any amendment, modification,
waiver, restatement or supplement thereof or thereto).

      SECTION 7.2      NEGATIVE COVENANTS OF THE LOAN PARTIES.

      Until the Final Payout Date, each Loan Party hereby covenants, as to
itself, that:

      (a) Name Change, Offices and Records. Such Loan Party will not change (i)
its name as it appears in official filings in the jurisdiction of its
organization, (ii) its status as a "registered organization" (within the meaning
of Article 9 of any applicable enactment of the UCC), (iii) its organizational
identification number, if any, issued by its jurisdiction of organization, or
(iv) its jurisdiction of organization unless it shall have: (A) given the Agent
and each Lender Group Agent at least forty- five (45) days' prior written notice
thereof; (B) at least ten (10) days prior to such change, delivered to the Agent
all financing statements, instruments and other documents requested by the Agent
or any Lender Group Agent in connection with such change or relocation and (C)
caused an opinion of counsel acceptable to Agent and its assigns to be delivered
to the Agent, each Lender Group Agent and their respective assigns that the
Agent's security interest (for the benefit of the Secured Parties) is perfected
and of first priority, such opinion to be in form and substance acceptable to
the Agent and its assigns in their sole discretion.

      (b) Change in Payment Instructions to Obligors. Except as may be required
by the Agent pursuant to Section 8.2(b), such Loan Party will not add or
terminate any bank as a Collection Bank, or make any change in the instructions
to Obligors regarding payments to be made to any Lock-Box or Collection Account,
unless the Agent shall have received, at least ten (10) days before the proposed
effective date therefor, (i) written notice of such addition, termination or
change and (ii) with respect to the addition of a Collection Bank or a
Collection Account or Lock-Box, an executed Collection Account Agreement with
respect to the new Collection Account or Lock-Box; provided, however, that the
Servicer may make changes in instructions to Obligors regarding payments if such
new instructions require such Obligor to make payments to another existing
Collection Account.

      (c) Modifications to Contracts and Credit and Collection Policy. Except in
compliance with the provisions of Section 7.1(a)(viii), such Loan Party will not
make any change to the Credit and Collection Policy that could adversely affect
the collectibility of the Receivables or decrease the credit quality of any
newly created Receivables. Except as provided in Section 8.2(d), the Servicer
will not, and will not permit any Originator to, extend, amend or otherwise
modify the terms of any Contract (in any manner that could adversely affect any
outstanding Receivable) or any Receivable other than in accordance with the
Credit and Collection Policy.

      (d) Sales, Liens. Borrower will not sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon (including, without limitation,
the filing of any financing statement) or with respect to, any of the
Collateral, or assign any right to receive income with respect thereto (other
than, in each case, the creation of a security interest therein in favor of the
Agent as provided for herein), and Borrower will defend the right, title and
interest of the Secured Parties in, to and under any of the foregoing property,
against all claims of third parties claiming through or under Borrower

                                       24
<PAGE>
or any Originator. Borrower will not create or suffer to exist any mortgage,
pledge, security interest, encumbrance, lien, charge or other similar
arrangement on any of its assets, except as contemplated by the Transaction
Documents.

      (e) Use of Proceeds. Borrower will not use the proceeds of the Advances
for any purpose other than (i) paying for Receivables, Related Security and
Collections under and in accordance with the Receivables Sale Agreement,
including without limitation, making payments on the Subordinated Notes to the
extent permitted thereunder and under the Receivables Sale Agreement, (ii)
paying its ordinary and necessary operating expenses when and as due, and (iii)
making Restricted Junior Payments to the extent permitted under this Agreement.

      (f) Termination Date Determination. Borrower will not designate the
Termination Date, or send any written notice to any Originator in respect
thereof, without the prior written consent of the Agent, except with respect to
the occurrence of such Termination Date arising pursuant to Section 5.1(d) of
the Receivables Sale Agreement and for terminations of Immaterial Originators.

      (g) Restricted Junior Payments. Borrower will not make any Restricted
Junior Payment either (i) after the occurrence of any Unmatured Amortization
Event or Amortization Event or (ii) if after giving effect thereto, Borrower's
Net Worth would be less than the Required Capital Amount.

      (h)   Borrower Indebtedness.  Borrower will not incur or permit to exist
any Indebtedness or liability on account of deposits except:  (i) the
Obligations and (ii) other current accounts payable arising in the ordinary
course of business and not overdue.

      (i) Prohibition on Additional Negative Pledges. Borrower will not enter
into or assume any agreement (other than this Agreement and the other
Transaction Documents) prohibiting the creation or assumption of any Adverse
Claim upon the Collateral except as contemplated by the Transaction Documents,
or otherwise prohibiting or restricting any transaction contemplated hereby or
by the other Transaction Documents.

                                  ARTICLE VIII

                          ADMINISTRATION AND COLLECTION

      SECTION 8.1      DESIGNATION OF SERVICER.

      (a) The servicing, administration and collection of the Receivables shall
be conducted by such Person (the "Servicer") so designated from time to time in
accordance with this Section 8.1. Allied is hereby designated as, and hereby
agrees to perform the duties and obligations of, the Servicer pursuant to the
terms of this Agreement. The Agent may, at any time from and after the
occurrence of an Amortization Event, designate as Servicer any Person to succeed
Allied or any successor Servicer provided that the Rating Agency Condition is
satisfied.

      (b) Allied may delegate to the Originators, as sub-servicers of the
Servicer, certain of its duties and responsibilities as Servicer hereunder in
respect of the Receivables originated by

                                       25
<PAGE>
such Originator. Without the prior written consent of the Agent and the Required
Liquidity Banks, Allied shall not be permitted to delegate any of its duties or
responsibilities as Servicer to any Person other than (i) Borrower, (ii) the
Originators, and (iii) with respect to certain Defaulted Receivables, outside
collection agencies in accordance with its customary practices. Neither Borrower
nor any Originator shall be permitted to further delegate to any other Person
any of the duties or responsibilities of the Servicer delegated to it by Allied.
If at any time the Agent shall designate as Servicer any Person other than
Allied, all duties and responsibilities theretofore delegated by Allied to
Borrower or the Originators may, at the discretion of the Agent, be terminated
forthwith on notice given by the Agent to Allied and to Borrower and the
Originators.

      (c) Notwithstanding the foregoing subsection (b), for so long as Allied is
the Servicer: (i) Allied shall be and remain primarily liable to the parties
hereto for the full and prompt performance of all duties and responsibilities of
the Servicer hereunder and (ii) each of the parties hereto shall be entitled to
deal exclusively with Allied in matters relating to the discharge by the
Servicer of its duties and responsibilities hereunder. For so long as Allied is
the Servicer, no party hereto shall be required to give notice, demand or other
communication to any Person other than Allied in order for communication to the
Servicer and its sub-servicer or other delegate with respect thereto to be
accomplished. Allied, at all times that it is the Servicer, shall be responsible
for providing any sub-servicer or other delegate of the Servicer with any notice
given to the Servicer under this Agreement.

      SECTION 8.2      DUTIES OF SERVICER.

      (a) The Servicer shall take or cause to be taken all such actions as may
be necessary or advisable to collect each Receivable from time to time, all in
accordance with applicable laws, rules and regulations, with reasonable care and
diligence, and in accordance with the Credit and Collection Policy.

      (b) The Servicer will instruct all Obligors to pay all Collections
directly to a Lock- Box or Collection Account. The Servicer shall effect a
Collection Account Agreement substantially in the form of Exhibit VI with each
bank party to a Collection Account at any time. In the case of any remittances
received in any Lock-Box or Collection Account that shall have been identified,
to the satisfaction of the Servicer, to not constitute Collections or other
proceeds of the Receivables or the Related Security, the Servicer shall promptly
remit such items to the Person identified to it as being the owner of such
remittances. From and after the date the Agent delivers to any Collection Bank a
Collection Notice pursuant to Section 8.3, the Agent may request that the
Servicer, and the Servicer thereupon promptly shall instruct all Obligors with
respect to the Receivables, to remit all payments thereon to a new depositary
account specified by the Agent and, at all times thereafter, Borrower and the
Servicer shall not deposit or otherwise credit, and shall not permit any other
Person to deposit or otherwise credit to such new depositary account any cash or
payment item other than Collections.

      (c) The Servicer shall administer the Collections in accordance with the
procedures described herein and in Article II. The Servicer shall, upon the
request of the Agent, segregate, in a manner acceptable to the Agent, all cash,
checks and other instruments received by it from time to time constituting
Collections from the general funds of the Servicer or Borrower prior to the
remittance thereof in accordance with Article II. If the Servicer shall be
required to segregate

                                       26
<PAGE>
Collections pursuant to the preceding sentence, the Servicer shall segregate and
deposit with a bank designated by the Agent such allocable share of Collections
of Receivables set aside for the Lenders on the first Business Day following
receipt by the Servicer of such Collections, duly endorsed or with duly executed
instruments of transfer.

      (d) Notwithstanding anything herein to the contrary, the Servicer may
extend the maturity of any Receivable or adjust the Outstanding Balance of any
Receivable or otherwise modify the terms of any Receivable as the Servicer
determines to be appropriate to maximize Collections thereof or minimize losses
thereon; provided, however, that such extension or adjustment shall not alter
the status of such Receivable as a Delinquent Receivable or Defaulted
Receivable, otherwise make such Receivable an Eligible Receivable or limit the
rights of the Agent or any Secured Party under this Agreement.

      (e) The Servicer shall hold in trust for Borrower and the Secured Parties
all Records that (i) evidence or relate to the Receivables, the related
Contracts, Related Security and Collections or (ii) are otherwise necessary or
desirable to collect the Receivables and shall, as soon as practicable upon
demand of the Agent, deliver or make available to the Agent all such Records, at
a place selected by the Agent. The Servicer shall, as soon as practicable
following receipt thereof turn over to Borrower any cash collections or other
cash proceeds in accordance with Article II. The Servicer shall, from time to
time at the request of any Lender Group Agent, furnish to such Lender Group
Agent (promptly after any such request) a calculation of the amounts set aside
for the Lenders pursuant to Article II.

      (f) Any payment by an Obligor in respect of any indebtedness owed by it to
Originator or Borrower shall, except as otherwise specified by such Obligor or
otherwise required by contract or law and unless otherwise instructed by the
Agent, be applied as a Collection of any Receivable of such Obligor (starting
with the oldest such Receivable) to the extent of any amounts then due and
payable thereunder before being applied to any other receivable or other
obligation of such Obligor.

      SECTION 8.3      COLLECTION NOTICES.

      The Agent is authorized at any time to date and to deliver to the
Collection Banks the Collection Notices. Borrower hereby transfers to the Agent
for the benefit of the Secured Parties, effective when the Agent delivers such
notice, the exclusive ownership and control of each Lock-Box and the Collection
Accounts. In case any authorized signatory of Borrower whose signature appears
on a Collection Account Agreement shall cease to have such authority before the
delivery of such notice, such Collection Notice shall nevertheless be valid as
if such authority had remained in force. Borrower hereby authorizes the Agent,
and agrees that the Agent shall be entitled (a) at any time after delivery of
the Collection Notices, to endorse Borrower's name on checks and other
instruments representing Collections, (b) at any time after the occurrence of an
Amortization Event, to enforce the Receivables, the related Contracts and the
Related Security, and (c) at any time after the occurrence of an Amortization
Event, to take such action as shall be necessary or desirable to cause all cash,
checks and other instruments constituting Collections of Receivables to come
into the possession of the Agent rather than Borrower.

                                       27
<PAGE>

      SECTION 8.4 RESPONSIBILITIES OF BORROWER.

      Anything herein to the contrary notwithstanding, the exercise by the Agent
and the Secured Parties of their rights hereunder shall not release the
Servicer, any Originator or Borrower from any of their duties or obligations
with respect to any Receivables or under the related Contracts. Neither the
Agent nor any of the Secured Parties shall have any obligation or liability with
respect to any Receivables or related Contracts, nor shall any of them be
obligated to perform the obligations of Borrower.

      SECTION 8.5 MONTHLY REPORTS.

      The Servicer shall prepare and forward to the Agent and each Lender Group
Agent (a) on each Monthly Reporting Date, a Monthly Report and an electronic
file of the data contained therein and (b) at such times as the Agent or a
Lender Group Agent shall reasonably request, (i) a listing by Obligor of all
Receivables together with an aging of such Receivables and (ii) other interim
reporting as may from time to time be reasonably requested by the Agent or a
Lender Group Agent.

      SECTION 8.6 SERVICING FEE.

      As compensation for the Servicer's servicing activities on their behalf,
the Lenders hereby agree to pay the Servicer the Servicing Fee, which fee shall
be paid in arrears on each Settlement Date.

      SECTION 8.7 SERVICER INDEMNITIES.

      (a)   Without limiting any other rights that the Agent or any Secured
Party may have hereunder or under applicable law, the Servicer hereby agrees to
indemnify (and pay upon demand to) each Indemnified Party for Indemnified
Amounts actually awarded against or incurred by any of them arising out of or as
a result of any Covered Servicing Matters (as defined below), excluding,
however:

            (i)   Indemnified Amounts to the extent a final judgment of a court
      of competent jurisdiction holds that such Indemnified Amounts resulted
      from gross negligence or willful misconduct on the part of the Indemnified
      Party seeking indemnification;

            (ii)  taxes imposed by the jurisdiction in which such Indemnified
      Party's principal executive office is located, on or measured by the
      overall net income of such Indemnified Party to the extent that the
      computation of such taxes is consistent with the characterization for
      income tax purposes of the acquisition by the Lenders of Loans as a loan
      or loans by the Lenders to Borrower secured by the Receivables, the
      Related Security, the Collection Accounts and the Collections;

            (iii) Indemnified Amounts to the extent the same includes losses in
      respect of Receivables that are late, delinquent or uncollectible on
      account of the insolvency, bankruptcy, payment history or lack of
      creditworthiness of the related Obligor; or

                                       28
<PAGE>
            (iv)  Indemnified Amounts to the extent the same arise as a result
      of the performance by the Servicer of its duties and obligations in
      accordance with the terms of this Agreement;

      provided, however, that nothing contained in this sentence shall limit the
liability of the Servicer for amounts otherwise specifically provided to be paid
by the Servicer under the terms of this Agreement.

      (b)   Subject in each case to clause (a)(i), (ii), (iii) and (iv) above,
each of the following shall be a "Covered Servicing Matter":

            (i)   any representation or warranty made by any Servicer Party
      under or in connection with any Monthly Report, this Agreement, any other
      Transaction Document to which it is a party or that is delivered by it or
      any other information or report delivered by any Servicer Party pursuant
      hereto or thereto that shall have been false or incorrect when made or
      deemed made;

            (ii)  the failure by any Servicer Party to service, collect or
      administer any Receivables Related Security or Contract related thereto in
      accordance with this Agreement, the related Contract, the Credit and
      Collection Policy (but subject to the provisions of this Agreement),
      applicable laws, rules and/or regulations (including, without limitation
      any failure by any Servicer Party to have or maintain any license or other
      government authorization, to be qualified to do business in any
      jurisdiction or to file any notice of business activities or similar
      report in such jurisdiction);

            (iii) any failure of any Servicer Party to perform its duties,
      covenants or other obligations in accordance with the provisions of this
      Agreement or any other Transaction Document;

            (iv)  any suit or other claim arising out of or in connection with
      the servicing, administration or collection of any Contract or any
      Receivable or Related Security;

            (v)   any dispute, claim, offset or defense (other than discharge in
      bankruptcy of the Obligor) of the Obligor to the payment of any Receivable
      resulting from the servicing, administration or collection of such
      Receivable;

            (vi)  the commingling of Collections of Receivables at any time with
      other funds of any Servicer Party or any failure of Collections to be
      deposited into a Lock-Box or a Collection Account as required by Section
      8.2(b) hereof;

            (vii) any Amortization Event described in Section 9.1(g);

            (viii) any breach by any Servicer Party of any term of this
      Agreement or any other Transaction Document applicable to it which reduces
      or impairs the rights of the Agent or any other Person with respect to any
      Receivable or the value of any Receivable;

                                       29
<PAGE>
            (ix)  any failure by the Servicer to maintain or to cause any
      Originator or Servicer Party to maintain, all indebtedness and other
      obligations owed to Borrower or any Originator that, on the date such
      indebtedness or other obligation arises (the "Creation Date") on the
      "Commercial Management System" (excluding Districts 338, 418, 777, 1251,
      1625, 1626, 1639, 1726 and 1793) of any Originator or any Servicer Party,
      on such "Commercial Management System" (excluding Districts 338, 418, 777,
      1251, 1625, 1626, 1639, 1726 and 1793) at all times from and after such
      Creation Date until such time as such indebtedness or other obligations
      are no longer subject to the terms of this Agreement.

      SECTION 8.8 SERVICER COVENANTS.

      (a)   On or before July 31, 2003 the Servicer shall, and shall cause each
of its Affiliates that acts as a sub-servicer to, install, test and fully
implement, to the reasonable satisfaction of the Agent, any and all system
modifications, upgrades or additions that may be necessary to permit the
Servicer and each sub-servicer to track and report (in a manner acceptable to
the Agent) on a Receivable-by-Receivable basis all short payments by Obligors of
Receivables.

      (b)   The Servicer shall maintain, and shall cause each Originator and
Servicer Party to maintain, all indebtedness and other obligations owed to
Borrower or any Originator that, on the Creation Date, are reported on the
"Commercial Management System" (excluding Districts 338, 418, 777, 1251, 1625,
1626, 1639, 1726 and 1793) of any Originator or any Servicer Party, on such
"Commercial Management System" (excluding Districts 338, 418, 777, 1251, 1625,
1626, 1639, 1726 and 1793) at all times from and after such Creation Date until
such time as such indebtedness or other obligations are no longer subject to the
terms of this Agreement.

      (c)   At any time that any Receivables becomes subject to any dispute by
the Obligor thereof, such Receivable shall be removed from the Borrowing Base
and the Borrowing Base recalculated immediately upon a Servicer Party becoming
aware of such dispute and the Servicer agrees to maintain such internal
processes as are commercially reasonable to enable it to provide itself with
such awareness.

      (d)   The Servicer agrees to calculate and report to the Originators,
Borrower and the Agent, the Discount Factor (as defined in the Receivables Sale
Agreement) as required by the definition thereof in the Receivable Sale
Agreement.

                                   ARTICLE IX

                               AMORTIZATION EVENTS

      SECTION 9.1 AMORTIZATION EVENTS.

      The occurrence of any one or more of the following events shall constitute
an Amortization Event:

      (a)   Any Loan Party or Performance Guarantor shall fail to make any
payment or deposit required to be made by it under the Transaction Documents
when due and, for any such

                                       30
<PAGE>
payment or deposit which is not in respect of principal, such failure continues
for three (3) consecutive Business Days.

      (b)   Any representation, warranty, certification or statement made by
Performance Guarantor or any Loan Party in any Transaction Document to which it
is a party or in any other document delivered pursuant thereto shall prove to
have been incorrect in any material respect when made or deemed made and, with
respect to any such representation, warranty, certification or statement that
was so incorrect and which can be cured, is not cured within ten (10) days after
the earlier of (I) the date the Performance Guarantor or such Loan Party
receives notice of such breach from the Agent or any Lender Group Agent and (II)
the date an Authorized Officer of the Performance Guarantor or any Loan Party
knows or should have known of such breach; provided, however, that the
materiality threshold in the preceding clause shall not be applicable with
respect to any representation, warranty, certification or statement that itself
contains any materiality threshold, including Material Adverse Effect.

      (c)   Any Loan Party shall fail to perform or observe any covenant
contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5
and such failure continues for one (1) Business Day.

      (d)   Any Loan Party or Performance Guarantor shall fail to perform or
observe any other covenant or agreement under any Transaction Documents and such
failure shall continue for fifteen (15) consecutive days, other than for Section
7.2(c) hereof, which shall be seven (7) consecutive days, after the earlier of
(I) the date the Performance Guarantor or such Loan Party receives notice of
such breach from the Agent or any Lender Group Agent and (II) the date an
Authorized Officer of the Performance Guarantor or any Loan Party knows or
should have known of such breach.

      (e)   Failure of Borrower to pay any Indebtedness (other than the
Obligations) when due or the default by Borrower in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness of Borrower
shall be declared to be due and payable or required to be prepaid (other than by
a regularly scheduled payment) prior to the date of maturity thereof.

      (f)   Failure of Performance Guarantor or any of its Subsidiaries other
than Borrower to pay Indebtedness in excess of $50,000,000 in aggregate
principal amount (hereinafter, "Material Indebtedness") when due; or the default
by Performance Guarantor or any of its Subsidiaries other than Borrower in the
performance of any term, provision or condition contained in Sections 6.01A,
6.05A, 6.06A, 6.08A, 6.11A, 6.13A, 6.14A, 6.15A or 6.16A of the Senior Credit
Agreement; or any Material Indebtedness of Performance Guarantor or any of its
Subsidiaries other than Borrower shall be declared to be due and payable or
required to be prepaid (other than by a regularly scheduled payment) prior to
the date of maturity thereof.

      (g)   An Event of Bankruptcy shall occur with respect to Performance
Guarantor, any Loan Party or any of their respective Subsidiaries.

                                       31
<PAGE>
      (h)   As at the end of any Calculation Period:

            (i)   the three-month rolling average Delinquency Ratio shall exceed
      2.3%,

            (ii)  the three-month rolling average Default Ratio shall exceed
      1.7%, or

            (iii) the three-month rolling average Dilution Ratio shall exceed
      1.4%.

      (i)   A Change of Control shall occur.

      (j)   (i) One or more final judgments for the payment of money in an
aggregate amount of $11,625 or more shall be entered against Borrower or (ii)
one or more final judgments for the payment of money in an amount in excess of
$50,000,000, individually or in the aggregate, shall be entered against
Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims
not covered by insurance or as to which the insurance carrier has denied its
responsibility, and, in each case, such judgment shall continue unsatisfied and
in effect for sixty (60) consecutive days without a stay of execution.

      (k)   The "Termination Date" under and as defined in the Receivables Sale
Agreement shall occur under the Receivables Sale Agreement (other than as a
result of clauses (i) or (iii) of the definition of Facility Termination Date or
clauses (i) or (iv) of the definition of Amortization Date) or any Originator,
other than an Immaterial Originator (as defined in the Receivables Sale
Agreement), shall for any reason cease to transfer, or any Originator cease to
have the legal capacity to transfer, or otherwise be incapable of transferring
Receivables to Borrower under the Receivables Sale Agreement.

      (l)   This Agreement shall terminate in whole or in part (except in
accordance with its terms), or shall cease to be effective or to be the legally
valid, binding and enforceable obligation of Borrower, or any Obligor shall
directly or indirectly contest in any manner such effectiveness, validity,
binding nature or enforceability, or the Agent for the benefit of the Lenders
shall cease to have a valid and perfected first priority security interest in
the Collateral.

      (m)   On any Settlement Date, after giving effect to the turnover of
Collections by the Servicer on such date and payment of amounts by Borrower and,
in each case, the application thereof to the Obligations in accordance with this
Agreement, the Aggregate Principal shall exceed the Borrowing Limit.

      (n)   The Performance Undertaking shall cease to be effective or to be the
legally valid, binding and enforceable obligation of Performance Guarantor, or
Performance Guarantor shall directly or indirectly contest in any manner such
effectiveness, validity, binding nature or enforceability of its obligations
thereunder.

      (o)   The Internal Revenue Service shall file notice of a lien pursuant to
Section 6323 of the Tax Code with regard to any of the Collateral and such lien
shall not have been released within seven (7) days, or the PBGC shall impose a
lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.

      (p)   Any Plan of Performance Guarantor or any of its ERISA Affiliates:

                                       32
<PAGE>
            (i)   shall fail to be funded in accordance with the minimum funding
      standard required by Section 412 of the Tax Code or Section 302 of ERISA
      for any plan year or a waiver of such standard is sought or granted with
      respect to such Plan under Section 412 of the Tax Code or Section 303 of
      ERISA; or

            (ii)  is being, or within the five years preceding the Closing Date,
      has been, terminated or the subject of termination proceedings under
      Section 4041(c) of ERISA; or

            (iii) shall require Performance Guarantor or any of its ERISA
      Affiliates to provide security under Section 401(a)(29) or 412 of the Tax
      Code or Section 306 or 307 of ERISA; or

            (iv)  results in a liability to Performance Guarantor or any of its
      ERISA Affiliates under applicable law, or Title IV ERISA, other than a
      liability for PBGC premiums due but not delinquent under Section 4007 of
      ERISA,

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Material Adverse Effect.

      (q)   Any event shall occur which has, or could be reasonably expected to
have a Material Adverse Effect.

      SECTION 9.2 REMEDIES.

      Upon the occurrence and during the continuation of an Amortization Event,
the Agent may, or upon the direction of the Required Liquidity Banks shall, take
any of the following actions: (a) declare the Amortization Date to have
occurred, whereupon the Aggregate Commitment shall immediately terminate and the
Amortization Date shall forthwith occur, all without demand, protest or further
notice of any kind, all of which are hereby expressly waived by each Loan Party;
provided, however, that upon the occurrence of an Event of Bankruptcy with
respect to any Loan Party, the Amortization Date shall automatically occur,
without demand, protest or any notice of any kind, all of which are hereby
expressly waived by each Loan Party and (b) exercise all rights and remedies of
a secured party upon default under the UCC and other applicable laws. The
aforementioned rights and remedies shall be without limitation, and shall be in
addition to all other rights and remedies of the Agent and the Lenders otherwise
available under any other provision of this Agreement, by operation of law, at
equity or otherwise, all of which are hereby expressly preserved, including,
without limitation, all rights and remedies provided under the UCC, all of which
rights shall be cumulative.

                                    ARTICLE X

                                 INDEMNIFICATION

      SECTION 10.1 INDEMNITIES BY THE LOAN PARTIES.

      Without limiting any other rights that the Agent or any Secured Party may
have hereunder or under applicable law, Borrower hereby agrees to indemnify (and
pay upon demand to) the Agent, each of the Secured Parties and each of the
respective assigns, officers, directors,

                                       33
<PAGE>
agents and employees of the foregoing (each, an "Indemnified Party") from and
against any and all actual damages, losses, claims, liabilities, costs, expenses
and for all other amounts payable (except any amounts payable with respect to
taxes, which shall be governed exclusively by Section 10.4), including
reasonable attorneys' fees (which attorneys may be employees of the Agent, any
Lender Group Agent or any Lender) and disbursements (all of the foregoing being
collectively referred to as "Indemnified Amounts") awarded against or incurred
by any of them arising out of or as a result of this Agreement or the grant to,
or acquisition by, the Agent for the benefit of the Secured Parties of a
security interest in the Receivables, Related Security and Collections,
excluding, however, Indemnified Amounts to the extent a final judgment of a
court of competent jurisdiction holds that such Indemnified Amounts resulted
from gross negligence or willful misconduct on the part of the Indemnified Party
seeking indemnification; provided, however, that nothing contained in this
sentence shall limit the liability of Borrower or limit the recourse of the
Lenders to Borrower for amounts otherwise specifically provided to be paid by
Borrower under the terms of this Agreement. Without limiting the generality of
the foregoing indemnification (but subject to the foregoing and except to the
extent the Secured Parties have received payments or Borrower has adjusted the
Borrowing Base as contemplated by Section 1.4(a)), Borrower shall indemnify the
Indemnified Parties for Indemnified Amounts (including, without limitation,
losses in respect of uncollectible receivables, regardless of whether
reimbursement therefor would constitute recourse to Borrower) relating to or
resulting from:

                  (A)   any representation or warranty made by any Loan Party or
            any Originator (or any officers of any such Person) under or in
            connection with this Agreement, any other Transaction Document or
            any other information or report delivered by any such Person
            pursuant hereto or thereto, which shall have been false or incorrect
            when made or deemed made;

                  (B)   the failure by Borrower to comply with any applicable
            law, rule or regulation with respect to any Receivable or Contract
            related thereto, or the nonconformity of any Receivable or Contract
            included therein with any such applicable law, rule or regulation or
            any failure of any Originator to keep or perform any of its
            obligations, express or implied, with respect to any Contract;

                  (C)   any failure of Borrower to perform its duties, covenants
            or other obligations in accordance with the provisions of this
            Agreement or any other Transaction Document;

                  (D)   any products liability, personal injury or damage suit,
            or other similar claim arising out of or in connection with
            merchandise, insurance or services that are the subject of any
            Contract or any Receivable;

                  (E)   any dispute, claim, offset or defense (other than
            discharge in bankruptcy of the Obligor) of the Obligor to the
            payment of any Receivable (including, without limitation, a defense
            based on such Receivable or the related Contract not being a legal,
            valid and binding obligation of such Obligor enforceable against it
            in accordance with its terms), or any other claim resulting

                                       34
<PAGE>
            from the sale of the merchandise or service related to such
            Receivable or the furnishing or failure to furnish such merchandise
            or services;

                  (F)   the commingling of Collections of Receivables at any
            time with other funds;

                  (G)   any investigation, litigation or proceeding related to
            or arising from this Agreement or any other Transaction Document,
            the transactions contemplated hereby, the use of the proceeds of any
            Advance, the Collateral or any other investigation, litigation or
            proceeding relating to Borrower in which any Indemnified Party
            becomes involved as a result of any of the transactions contemplated
            hereby;

                  (H)   any inability to litigate any claim against any Obligor
            in respect of any Receivable as a result of such Obligor being
            immune from civil and commercial law and suit on the grounds of
            sovereignty or otherwise from any legal action, suit or proceeding;

                  (I)   any Amortization Event described in Section 9.1(g);

                  (J)   any failure of Borrower to acquire and maintain legal
            and equitable title to, and ownership of any of the Collateral from
            the applicable Originator, free and clear of any Adverse Claim
            (other than as created hereunder); or any failure of Borrower to
            give reasonably equivalent value to any Originator under the
            Receivables Sale Agreement in consideration of the transfer by such
            Originator of any Receivable, or any attempt by any Person to void
            such transfer under statutory provisions or common law or equitable
            action;

                  (K)   any failure to vest and maintain vested in the Agent for
            the benefit of the Secured Parties, or to transfer to the Agent for
            the benefit of the Secured Parties, a valid first priority perfected
            security interests in the Collateral, free and clear of any Adverse
            Claim (except as created by the Transaction Documents);

                  (L)   the failure to have filed, or any delay in filing,
            financing statements or other similar instruments or documents under
            the UCC of any applicable jurisdiction or other applicable laws with
            respect to any Collateral, and the proceeds thereof, whether at the
            time of any Advance or at any subsequent time;

                  (M)   any action or omission by any Loan Party which reduces
            or impairs the rights of the Agent or the Lenders with respect to
            any Collateral or the value of any Collateral;

                  (N)   any attempt by any Person to void any Advance or the
            Agent's security interest in the Collateral under statutory
            provisions or common law or equitable action;

                  (O)   the failure of any Receivable included in the
            calculation of the Net Pool Balance as an Eligible Receivable to be
            an Eligible Receivable; and

                                       35
<PAGE>
                  (P)   any Receivable arising under any Temporarily Eligible
            Municipal Contract.

      SECTION 10.2 INCREASED COST AND REDUCED RETURN.

      (a)   If after the date hereof, any Funding Source shall be charged any
fee, expense or increased cost on account of the adoption of any applicable law,
rule or regulation (including any applicable law, rule or regulation regarding
capital adequacy) or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or any
accounting board or authority (whether or not part of government) which is
responsible for the establishment or interpretation of national or international
accounting principles, in each case whether foreign or domestic or compliance
with any request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency (a "Regulatory Change"): (i)
that imposes, modifies or deems applicable any reserve, assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with
or for the account of a Funding Source, or credit extended by a Funding Source
pursuant to a Funding Agreement or (ii) that imposes any other condition the
result of which is to increase the cost to a Funding Source of performing its
obligations under a Funding Agreement, or to reduce the rate of return on a
Funding Source's capital as a consequence of its obligations under a Funding
Agreement, or to reduce the amount of any sum received or receivable by a
Funding Source under a Funding Agreement or to require any payment calculated by
reference to the amount of interests or loans held or interest received by it,
then, upon demand by the related Lender Group Agent, Borrower shall pay to such
Lender Group Agent, for the benefit of the relevant Funding Source, such amounts
charged to such Funding Source or such amounts to otherwise compensate such
Funding Source for such increased cost or such reduction. For avoidance of
doubt, any interpretation of Accounting Research Bulletin No. 51 by the
Financial Accounting Standards Board shall constitute an adoption, change,
request or directive subject to this Section 10.2. Borrower's obligation to pay
any amounts with respect to taxes shall be governed exclusively by Section 10.4.

      (b)   If Borrower is obligated to pay any Funding Source under this
Section 10.2 then such Funding Source shall use reasonable efforts to designate
a different lending office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Funding Source, such designation or
assignment (i) would eliminate or reduce the total amounts payable pursuant to
this Section 10.2 and Section 10.4, if any, in the future and (ii) would not
subject such Funding Source to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Funding Source. Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Funding Source in
connection with any such designation or assignment.

      (c)   If Borrower is obligated to pay any Funding Source under this
Section 10.2 or if any Funding Source defaults in its obligation to fund Loans
hereunder, then Borrower may (provided no Amortization Event or Unmatured
Amortization Event has occurred), at its sole expense and effort, upon notice to
such Funding Source and the Agent and the related Funding Source Group Agent
require such Funding Source to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Article XII), all
its interests, rights

                                       36
<PAGE>
and obligations under this Agreement to an Eligible Assignee acceptable to the
Lender Group Agent of the affected Funding Source Group that shall assume such
obligations (which assignee may be another Funding Source, if a Funding Source
accepts such assignment); provided that (i) Borrower shall have received the
prior written consents of the Agent and the related Lender Group Agent, which
consents shall not unreasonably be withheld, (ii) such Funding Source shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or Borrower (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a payment
under this Section 10.2, such assignment will result in a material reduction in
such payments. A Funding Source shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Funding Source or otherwise, the circumstances entitling Borrower to require
such assignment and delegation cease to apply.

      SECTION 10.3 OTHER COSTS AND EXPENSES.

      Borrower shall pay to the Agent and each Lender Group Agent on demand all
reasonable costs and out-of-pocket expenses in connection with the preparation,
execution, delivery and administration of this Agreement, the transactions
contemplated hereby and the other documents to be delivered hereunder, including
without limitation, the reasonable cost of any auditors auditing the books,
records and procedures of Borrower, reasonable fees and out-of-pocket expenses
of legal counsel for the Agent and for each Lender Group Agent with respect
thereto and with respect to advising the Agent and each Lender Group Agent as to
their respective rights and remedies under this Agreement. Borrower shall pay to
the Agent and each Lender Group Agent on demand any and all costs and expenses
of the Agent, such Lender Group Agent and the Lenders, if any, including
reasonable fees and expenses for one counsel in connection with the enforcement
of this Agreement against any of the Loan Parties and the other documents
delivered hereunder and in connection with any restructuring or workout of this
Agreement or such documents, or the administration of this Agreement following
an Amortization Event.

      SECTION 10.4 TAXES.

      (a)   Any and all payments by the Borrower hereunder or under any other
Transaction Document shall be made free and clear of and without deduction or
withholding for or on account of any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, additions to tax, interest,
penalties and all other liabilities with respect thereto imposed by the U.S.,
excluding (i) net income, franchise or similar taxes (including branch profits
taxes or alternative minimum tax) based on or measured by net income that are
imposed or levied on the Agent, any Conduit Lender, any Lender Group Agent, or
any Funding Source (each, a "Tax Indemnitee") as a result of a connection
between the Tax Indemnitee and the jurisdiction of the governmental authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from such Tax Indemnitee
having executed, delivered or performed its obligations or received a payment
under, or enforced by, this Agreement) and (ii) in the case of any Foreign Tax
Indemnitee, any taxes that are in effect and that would apply to a payment
hereunder or under any other Transaction Document made to such Foreign Tax
Indemnitee as of the date such Foreign Tax Indemnitee

                                       37
<PAGE>
becomes a party to this Agreement or any other Transaction Document, or in the
case of any other Tax Indemnitee which changes its lending office with respect
to any Loan to an office outside the United States, any taxes that are in effect
and would apply to a payment to such Tax Indemnitee as of the date of the change
of the lending office; provided, however, that if such change was solely at the
request of Borrower or required pursuant to the provisions of Section 10.2(b),
then this Section 10.4(a)(ii) shall not apply; provided, further, however, that
the computation of such Taxes and Other Taxes is consistent with the
characterization for federal income tax purposes of the acquisition by such Tax
Indemnitee of Loans as a loan or loans by such Tax Indemnitee to Borrower
secured by the Receivables, the Related Security, the Collection Accounts and
the Collections (all such non-excluded taxes, levies, imports, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
Notwithstanding the foregoing, the term "Taxes" shall include, with respect to a
Foreign Tax Indemnitee that becomes a party to this Agreement as a result of an
assignment or a Tax Indemnitee that changes its lending office to an office
outside the U.S., taxes (or a portion thereof) that would have constituted Taxes
in the hands of the assigning (or transferring) Tax Indemnitee (or lending
office) under the preceding sentence as of the date of such assignment or change
in the lending office. If the Borrower shall be required by law to deduct or
withhold any Taxes from, or in respect of, any sum payable hereunder or under
any other Transaction Document to a Tax Indemnitee: (i) the sum payable
thereunder shall be increased as may be necessary so that after making all
required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 10.4) the Tax
Indemnitee or any of its respective Affiliates receives an amount equal to the
sum it would have received had no such deductions or withholdings been made;
(ii) the Borrower shall make such deductions or withholdings; and (iii) the
Borrower shall pay the full amount deducted to the relevant tax authority or
other authority in accordance with applicable laws.

      (b)   In addition, the Borrower agrees to pay any present or future stamp,
mortgage recording or documentary taxes or any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
other Transaction Document or from the execution, delivery or registration of,
or otherwise with respect to, this Agreement or the other Transaction Documents
(hereinafter referred to as "Other Taxes").

      (c)   The Borrower will indemnify the Tax Indemnitees for the full amount
of Taxes or Other Taxes arising in connection with payments made under this
Agreement or any other Transaction Document paid by the Tax Indemnitees or any
of their respective Affiliates and any liability (including penalties, additions
to tax interest and other liabilities) arising therefrom or with respect
thereto. Payment under this indemnification shall be made within thirty days
from the date a Tax Indemnitee or any of its respective Affiliates makes written
demand therefor; provided, however, that the Borrower shall not be obligated to
make payment to such Tax Indemnitee (as the case may be) pursuant to this
Section 10.4(c) in respect of penalties, interest and other liabilities
attributable to any Taxes or Other Taxes, if such penalties, interest and other
liabilities are attributable to the gross negligence or willful misconduct of
such Tax Indemnitee or its Affiliates. After a Tax Indemnitee receives written
notice of the imposition of the Taxes or Other Taxes which are subject to this
Section 10.4, such Tax Indemnitee will act in good faith to promptly notify the
Borrower of its obligations hereunder.

                                       38
<PAGE>
      (d)   The Borrower will furnish to the Tax Indemnitees immediately after
payment of any Taxes original or certified copies of tax receipts evidencing
such payment by the Borrower or, if such receipts are not obtainable, other
evidence of such payments by the Borrower reasonably satisfactory to the Tax
Indemnitees.

      (e)   Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 10.4 shall survive the payment in full of all amounts due
hereunder.

      (f)   If the Borrower is required to pay additional amounts to or for the
account of any Tax Indemnitee pursuant to this Section 10.4 as a result of a
change in law or treaty occurring after such Tax Indemnitee first became a party
to this Agreement, then such Tax Indemnitee will, at the request of the
Borrower, either change the jurisdiction of its applicable lending office if
such change (i) will eliminate or reduce the total amounts payable pursuant to
Section 10.2 (if any) and Section 10.4 which may thereafter accrue and (ii) is,
in such Tax Indemnitee's sole, reasonable discretion, determined not to be
materially disadvantageous or cause unreasonable hardship to such Tax
Indemnitee, provided that fees, charges, costs or expenses that are related to
such change shall be borne by the Borrower on behalf of a Tax Indemnitee, and
the mere existence of such expenses, fees or costs shall not be deemed to be
materially disadvantageous or cause undue hardship to the Tax Indemnitee or
assign and delegate all its interests, rights and obligations under this
Agreement in the manner described in Section 10.2(c).

      (g)   Each Foreign Tax Indemnitee or any person receiving payments on its
behalf shall deliver to the Borrower and the Agent, and if applicable, the
assigning Tax Indemnitee, on or before the date on which it becomes a party to
this Agreement:

            (i)   two duly completed and signed copies of either Internal
      Revenue Service Form W-8BEN (claiming an exemption from or a reduction in
      U.S. withholding tax under an applicable treaty) or its successor form or
      Form W-8ECI (claiming an exemption from U.S. withholding tax as
      effectively connected income) or its successor form and any related
      applicable forms, as the case may be;

            (ii)  in the case of a Foreign Tax Indemnitee that is not a "bank"
      within the meaning of Section 881(c)(3)(A) of the Tax Code and that cannot
      comply with the requirements of clause (i) hereof, (x) a statement to the
      effect that such Tax Indemnitee is eligible for a complete exemption from
      withholding of U.S. Taxes under Tax Code Section 871(h) or 881(c), and (y)
      two duly completed and signed copies of Internal Revenue Service Form
      W-8BEN or successor and related applicable form;

            (iii) if such Foreign Tax Indemnitee or any person receiving
      payments on its behalf is a "qualified intermediary" within the meaning of
      Treasury Regulation Section 1.1441-1(e)(5)(ii), two properly completed
      Internal Revenue Service Form W-8IMY and any related documents required in
      conjunction with such Internal Revenue Service Form W-8IMY before the
      payment of any amounts under this Agreement; or

            (iv)  if such Foreign Tax Indemnitee or any person receiving
      payments on behalf of a Foreign Tax Indemnitee is a "nonqualified
      intermediary" within the meaning

                                       39
<PAGE>
      of Treasury Regulation Section 1.1441-1(c)(14), two properly completed
      Internal Revenue Service Form W-8IMY and any related documents (including
      any forms described above) required in connection with such Internal
      Revenue Service Form W-8IMY before the payment of any amounts under this
      Agreement.

Further, each Foreign Tax Indemnitee agrees to deliver, following receipt of
written request therefor from Borrower, to the Borrower and the Agent, and if
applicable, the assigning Tax Indemnitee two further duly completed and signed
copies of the above referenced forms, or successor and related applicable forms,
on or before the date that any such form expires or becomes obsolete and
promptly after the occurrence of any event requiring a change from the most
recent form(s) previously delivered by it in accordance with applicable U.S.
laws and regulations and to deliver promptly to the Borrower and the Agent, and
if applicable, the assigning Tax Indemnitee, such additional statements and
forms as shall be reasonably requested by the Borrower from time to time unless,
in any such case, any change in law or regulation has occurred subsequent to the
date such Foreign Tax Indemnitee became a party to this Agreement which renders
all such forms inapplicable or which would prevent such Tax Indemnitee from
properly completing and executing any such form with respect to it and such Tax
Indemnitee promptly notifies the Borrower and the Agent if it is no longer able
to deliver, or if it is required to withdraw or cancel, any form or statement
previously delivered by it pursuant to this Section 10.4(g).

      (h)   The Borrower shall not be required to pay any Taxes or Other Taxes
pursuant to this Section 10.4 in respect of U.S. federal income taxes if the
obligation to withhold with respect to such Taxes or Other Taxes results from,
or would not have occurred but for, the failure of any Foreign Tax Indemnitee to
deliver the forms described in the preceding Section 10.4(g) in the manner and
at the times specified in such section; provided, however, that (i) the Borrower
shall be required to pay any Taxes or Other Taxes resulting from a change in law
(or interpretation thereof) that becomes effective after the date hereof and
(ii) should a Tax Indemnitee become subject to Taxes because of its failure to
deliver the forms required hereunder, Borrower shall, at the expense of such Tax
Indemnitee, take such steps as such Tax Indemnitee shall reasonably request to
assist such Tax Indemnitee to recover such Taxes. A Foreign Tax Indemnitee shall
not be required to deliver any form or statement pursuant to Section 10.4 that
such Foreign Tax Indemnitee is not legally able to deliver.

      (i)   If and to the extent that any Tax Indemnitee is able, in its
reasonable discretion, to apply or otherwise take advantage of any offsetting
tax credit or other similar tax benefit arising out of or in conjunction with
any deduction or withholding which gives rise to an obligation on the Borrower
to pay any Taxes or Other Taxes pursuant to this Section 10.4 then such Tax
Indemnitee shall, to the extent that in its sole opinion it can do so without
prejudice to the retention of the amount of such credit or benefit and without
any other adverse tax consequences for such Tax Indemnitee, reimburse to the
Borrower at such time as such tax credit or benefit shall have actually been
received by such Tax Indemnitee such amount as such Tax Indemnitee shall have
determined to be attributable to the relevant deduction or withholding and as
will leave such Tax Indemnitee in no better or worse position than it would have
been in if the payment of such Taxes or Other Taxes had not been required.
Nothing in this paragraph shall require any Tax Indemnitee to make available to
Borrower any tax return or information contained therein that such Tax
Indemnitee deems to be confidential or proprietary.

                                       40
<PAGE>
                                   ARTICLE XI

                                   THE AGENTS

      SECTION 11.1 AUTHORIZATION AND ACTION.

      (a)   Each Lender and each Lender Group Agent hereby designates and
appoints Wachovia to act as its agent under the Transaction Documents, and
authorizes the Agent to take such actions as agent on its behalf and to exercise
such powers as are delegated to the Agent by the terms of the Transaction
Documents, together with such powers as are reasonably incidental thereto. The
Agent shall not have any duties or responsibilities, except those expressly set
forth in any Transaction Document, or any fiduciary relationship with any Lender
or any Lender Group Agent, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the Agent
shall be read into any Transaction Document or otherwise exist for the Agent. In
performing its functions and duties under the Transaction Documents, the Agent
shall act solely as agent for the Lenders and the Lender Group Agents and does
not assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for any Lender, any Lender Group Agent, any Loan Party
or any of such Loan Party's successors or assigns. The Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to any Transaction Document or applicable law. The appointment and
authority of the Agent hereunder shall terminate upon the indefeasible payment
in full of all Obligations. Each Lender and each Lender Group Agent hereby
authorizes the Agent to file each of the UCC financing statements and each
Collection Account Agreement on behalf of such Lender and such Lender Group
Agent (the terms of which shall be binding on such Lender and Lender Group
Agent).

      (b)   Each Person in each Lender Group, on behalf of itself and its
assigns, hereby designates and appoints the Person identified as the Lender
Group Agent for such Lender Group in such Lender Group's Assignment Agreement to
act as its agent hereunder and under each other Transaction Document, and
authorizes such Lender Group Agent to take such actions as agent on its behalf
and to exercise such powers as are delegated to such Lender Group Agent by the
terms of the this Agreement and the other Transaction Documents together with
such powers as are reasonably incidental thereto.

      SECTION 11.2 DELEGATION OF DUTIES.

      (a)   The Agent may execute any of its duties hereunder and each
Transaction Document by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.

      (b)   Each Lender Group Agent may execute any of its duties hereunder and
each Transaction Document by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
No Lender Group Agent shall be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

                                       41
<PAGE>
      SECTION 11.3 EXCULPATORY PROVISIONS.

      Neither the Agent, any Lender Group Agent nor any of their respective
directors, officers, agents or employees shall be (a) liable for any action
lawfully taken or omitted to be taken by it or them under or in connection with
this Agreement or any Transaction Document (except for its, their or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any of the Secured Parties for any recitals, statements,
representations or warranties made by any Loan Party contained in this
Agreement, any Transaction Document or any certificate, report, statement or
other document referred to or provided for in, or received hereunder or under or
in connection with, any Transaction Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any Transaction Document or any other document furnished in connection herewith
or therewith, or for any failure of any Loan Party to perform its obligations
hereunder or under any Transaction Document, or for the satisfaction of any
condition specified in Article VI, or for the perfection, priority, condition,
value or sufficiency of any collateral pledged in connection herewith. Neither
the Agent nor any Lender Group Agent shall be under any obligation to any
Secured Party to ascertain or to inquire as to the observance or performance of
any of the agreements or covenants contained in, or conditions of, this
Agreement or any Transaction Document, or to inspect the properties, books or
records of the Loan Parties. Neither the Agent nor any Lender Group Agent shall
be deemed to have knowledge of any Amortization Event or Unmatured Amortization
Event unless it has received notice of such event.

      SECTION 11.4 RELIANCE.

      The Agent and each Lender Group Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to Borrower), independent accountants
and other experts selected by it. The Agent and each Lender Group Agent shall in
all cases be fully justified in failing or refusing to take any action under
this Agreement or any Transaction Document unless it shall first receive such
advice or concurrence of the Required Liquidity Banks, a majority in interest of
the Liquidity Banks that are members of its Lender Group or (in the case of the
Agent, in such instances as are provided for herein) all of the Lenders, as
applicable, as it deems appropriate and it shall first be indemnified to its
satisfaction by the Lenders (in the case of the Agent) or the Lenders that are
members of its Lender Group (in the case of a Lender Group Agent), provided that
unless and until the Agent or a Lender Group Agent shall have received such
advice, the Agent or such Lender Group Agent, as the case may be, may take or
refrain from taking any action, as it shall deem advisable and in the best
interests of the Lenders (in the case of the Agent) or the Lenders that are
members of its Lender Group (in the case of a Lender Group Agent). The Agent and
each Lender Group Agent shall in all cases be fully protected in acting, or in
refraining from acting, in accordance with a request of the Required Liquidity
Banks or all of the Lenders, as applicable (in the case of the Agent) or the
Lenders that are members of its Lender Group (in the case of a Lender Group
Agent), and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders (in the case of the Agent) or the Lenders
that are members of its Lender Group (in the case of a Lender Group Agent).

                                       42
<PAGE>
      SECTION 11.5 NON-RELIANCE ON AGENT AND OTHER LENDERS .

      Each Lender expressly acknowledges that neither the Agent, any Lender
Group Agent, nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it
and that no act by the Agent or any Lender Group Agent hereafter taken,
including, without limitation, any review of the affairs of any Loan Party,
shall be deemed to constitute any representation or warranty by the Agent or any
Lender Group Agent. Each Lender represents and warrants to the Agent and each
Lender Group Agent that it has and will, independently and without reliance upon
the Agent, any Lender Group Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of Borrower and made its own
decision to enter into this Agreement, the Transaction Documents and all other
documents related thereto.

      SECTION 11.6 REIMBURSEMENT AND INDEMNIFICATION.

      (a)   The Liquidity Banks agree to reimburse and indemnify the Agent and
its officers, directors, employees, representatives and agents ratably according
to their Pro Rata Shares, to the extent not paid or reimbursed by the Loan
Parties (i) for any amounts for which the Agent, acting in its capacity as
Agent, is entitled to reimbursement by the Loan Parties hereunder and (ii) for
any other expenses incurred by the Agent, in its capacity as Agent and acting on
behalf of the Lenders, in connection with the administration and enforcement of
the Liquidity Agreement and the Transaction Documents.

      (b)   The Liquidity Banks that are members of each Lender Group agree to
reimburse and indemnify the related Lender Group Agent and its officers,
directors, employees, representatives and agents ratably according to their Pro
Rata Shares, to the extent not paid or reimbursed by the Loan Parties (i) for
any amounts for which such Lender Group Agent, acting in its capacity as Lender
Group Agent, is entitled to reimbursement by the Loan Parties hereunder and (ii)
for any other expenses incurred by such Lender Group Agent, in its capacity as
Lender Group Agent and acting on behalf of the Lenders in such Lender Group, in
connection with the administration and enforcement of this Agreement and the
Transaction Documents.

      SECTION 11.7 INDIVIDUAL CAPACITY.

      The Agent, each Lender Group Agent and their respective Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with Borrower or any Affiliate of Borrower as though the Agent or such Lender
Group Agent were not the Agent or a Lender Group Agent hereunder. With respect
to the making of Loans pursuant to this Agreement, the Agent and each Lender
Group Agent shall have the same rights and powers under the Liquidity Agreement
for its Lender Group and this Agreement in its individual capacity as any Lender
and may exercise the same as though it were not the Agent or Lender Group Agent,
as the case may be, and the terms "Liquidity Bank," "Lender," "Liquidity Banks"
and "Lenders" shall include the Agent and each Lender Group Agent, as
applicable, in its individual capacity.

                                       43
<PAGE>
      SECTION 11.8 SUCCESSORS.

      The Agent and each Lender Group Agent, upon thirty (30) days' notice to
the Loan Parties and the Lenders, may voluntarily resign and may be removed at
any time, with or without cause, by the Required Liquidity Lenders (in the case
of the Agent) and by a Majority In Interest of the Liquidity Banks of the
related Lender Group (in the case of a Lender Group Agent); provided, however,
that Wachovia shall not voluntarily resign as the Agent so long as any of the
Liquidity Commitments remain in effect or Blue Ridge has any outstanding Loans.
If the Agent (other than Wachovia) shall voluntarily resign or be removed as
Agent under this Agreement, then the Required Liquidity Lenders, during such
five-day period, shall appoint, from among the remaining Liquidity Banks, a
successor Agent reasonably acceptable to Borrower (provided that Borrower's
consent shall not be required if any Amortization Event shall have occurred),
whereupon such successor Agent shall succeed to the rights, powers and duties of
the Agent and the term "Agent" shall mean such successor agent, effective upon
its appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated, without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement. If a Lender Group Agent
shall voluntarily resign or be removed as Lender Group Agent under this
Agreement, then a majority in interest of the Liquidity Banks that are members
of the related Lender Group, during such five-day period, shall appoint, from
among the remaining Liquidity Banks that are members of such Lender Group, a
successor Lender Group Agent reasonably acceptable to Borrower (provided that
Borrower's consent shall not be required if any Amortization Event shall have
occurred), whereupon such successor Lender Group Agent shall succeed to the
rights, powers and duties of the Lender Group Agent for such Lender Group and
the term "Lender Group Agent" shall mean such successor agent, effective upon
its appointment, and the former Lender Group Agent's rights, powers and duties
as Lender Group Agent shall be terminated, without any other or further act or
deed on the part of such former Lender Group Agent or any of the parties to this
Agreement. Upon resignation or replacement of the Agent in accordance with this
Section 11.8, the retiring Agent shall file or cause to be filed such UCC-3
assignments and amendments, and shall execute assignments and amendments of this
Agreement and the Transaction Documents, as may be necessary to give effect to
its replacement by a successor Agent. After the retiring Agent's Lender Group
Agent's resignation hereunder as Agent or as Lender Group Agent, as the case may
be, the provisions of this Article XI and Article X shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent or
Lender Group Agent, as the case may be, under this Agreement.

                                   ARTICLE XII

                           ASSIGNMENTS; PARTICIPATIONS

      SECTION 12.1 ASSIGNMENTS.

      (a)   Each of the Agent, the Loan Parties, each of the Lender Group Agents
and the Liquidity Banks hereby agrees and consents to the complete or partial
assignment by a Conduit of all or any portion of its rights under, interest in,
title to and obligations under this Agreement to the Liquidity Banks that are
members of such Conduit's Lender Group pursuant to the related Liquidity
Agreement.

                                       44
<PAGE>
      (b)   Any Liquidity Bank may at any time and from time to time assign to
one or more Eligible Assignees (each, a "Purchasing Liquidity Bank") all or any
part of its rights and obligations under this Agreement pursuant to an
assignment agreement substantially in the form set forth in Exhibit VII hereto
(an "Assignment Agreement") executed by such Purchasing Liquidity Bank and such
selling Liquidity Bank. The consent of the related Conduit shall be required
prior to the effectiveness of any such assignment. Each assignee of a Liquidity
Bank must (i) be an Eligible Assignee and (ii) agree to deliver to the Agent or
the related Lender Group Agent, promptly following any request therefor by the
Agent or such Lender Group Agent, an enforceability opinion in form and
substance satisfactory to the Agent and such Lender Group Agent. Upon delivery
of an executed Assignment Agreement to the Agent and the related Lender Group
Agent, such selling Liquidity Bank shall be released from its obligations
hereunder to the extent of such assignment. Thereafter the Purchasing Liquidity
Bank shall for all purposes be a Liquidity Bank party to this Agreement and
shall have all the rights and obligations of a Liquidity Bank hereunder to the
same extent as if it were an original party hereto and thereto and no further
consent or action by Borrower, the Lenders, the Lender Group Agents, any Loan
Party (except as set forth in Section 12.1(d)) or the Agent shall be required.

      (c)   Each of the Liquidity Banks agrees that in the event that it shall
suffer a Downgrading Event, such Downgraded Liquidity Bank shall, at the request
of the related Lender Group Agent, either (i) collateralize its Commitment in a
manner acceptable to the Agent and such Lender Group Agent, or (ii) subject to
Section 12.1(d), assign all of its rights and obligations hereunder to an
Eligible Assignee nominated by the related Lender Group Agent or by a Loan Party
(and acceptable to related Lender Group Agent) and willing to participate in
this Agreement through the Liquidity Termination Date in the place of such
Downgraded Liquidity Bank; provided that the Downgraded Liquidity Bank receives
payment in full, pursuant to an Assignment Agreement, of an amount equal to such
Liquidity Bank's Pro Rata Share of the Obligations owing to the Liquidity Banks
that are members of its Lender Group.

      (d)   No Loan Party may assign any of its rights or obligations under this
Agreement without the prior written consents of the Agent and each of the Lender
Group Agents and without satisfying any applicable Rating Agency Condition. No
Lender may assign any of its rights or obligations under this Agreement without
the prior written consents of Borrower, provided, however Borrower's consent
shall not be unreasonably withheld and in any event, Borrower's consent shall
not be required for any such assignment to (i) any Affiliate of the Agent, any
Lender Group Agent or any Liquidity Bank, (ii) any Conduit administered by the
Agent or any Lender Group Agent or (iii) from and after the occurrence of any
Amortization Event.

      (e)   Each Lender Group Agent shall, on behalf of the Borrower, maintain a
copy of each Assignment Agreement delivered to and a register (each "Register")
for the recordation of the names and addresses of, and the principal amount of
the Loans owing to, the Lenders that are members of such Lender Group Agent's
Lender Group and the Commitments of each Liquidity Bank that is a member of such
Lender Group from time to time. The entries in each Register shall be
conclusive, in the absence of manifest error, and the Borrower, each Lender,
each Lender Group Agent and the Agent shall treat the person whose name is
recorded in a Register as the owner of the Loans described therein for all
purposes of this Agreement. Notwithstanding

                                       45
<PAGE>
anything to the contrary, any assignment of any Loan by a Lender shall be
effective only upon appropriate entries with respect thereto being made in a
Register.

      SECTION 12.2 PARTICIPATIONS.

      (a)   Any Liquidity Bank may, in the ordinary course of its business at
any time sell to one or more Persons (each, a "Participant ") participating
interests in its Pro Rata Share of the Aggregate Commitment, its Loans or any
other interest of such Liquidity Bank hereunder. Notwithstanding any such sale
by a Liquidity Bank of a participating interest to a Participant, such Liquidity
Bank's rights and obligations under this Agreement shall remain unchanged, such
Liquidity Bank shall remain solely responsible for the performance of its
obligations hereunder, and the Loan Parties, the related Lender Group Agent and
the Agent shall continue to deal solely and directly with such Liquidity Bank in
connection with such Liquidity Bank's rights and obligations under this
Agreement. Each Liquidity Bank agrees that any agreement between such Liquidity
Bank and any such Participant in respect of such participating interest shall
not restrict such Liquidity Bank's right to agree to any amendment, supplement,
waiver or modification to this Agreement.

      (b)   A Participant shall not be entitled to receive any greater payment
under Section 10.2 or 10.4 than the applicable Liquidity Bank would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with Borrower's
prior written consent. In addition, a Participant that would be a Foreign Tax
Indemnitee if it were a Liquidity Bank shall not be entitled to the benefits of
Section 10.4 unless Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of Borrower, to comply
with Section 10.4(g) and 10.4(i) as though it were a Liquidity Bank.

                                  ARTICLE XIII

                                SECURITY INTEREST

      SECTION 13.1 GRANT OF SECURITY INTEREST.

      To secure the due and punctual payment of the Obligations to the Secured
Parties, whether now or hereafter existing, due or to become due, direct or
indirect, or absolute or contingent, Borrower hereby grants to the Agent, for
the benefit of the Secured Parties, a security interest in all assets of
Borrower, including, without limitation, all of Borrower's right, title and
interest, whether now owned and existing or hereafter arising in and to all of
the Receivables, the Related Security, the Collections and all other assets of
Borrower and all proceeds of the foregoing (collectively, the "Collateral").

      SECTION 13.2 TERMINATION AFTER FINAL PAYOUT DATE.

      Upon the Final Payout Date, all right, title and interest of the Agent and
the other Secured Parties in and to the Collateral shall terminate.

                                       46
<PAGE>
                                   ARTICLE XIV

                                  MISCELLANEOUS

      SECTION 14.1 WAIVERS AND AMENDMENTS.

      (a)   No failure or delay on the part of the Agent, any Lender Group Agent
or any Lender in exercising any power, right or remedy under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other further exercise thereof or
the exercise of any other power, right or remedy. The rights and remedies herein
provided shall be cumulative and nonexclusive of any rights or remedies provided
by law. Any waiver of this Agreement shall be effective only in the specific
instance and for the specific purpose for which given.

      (b)   No provision of this Agreement may be amended, supplemented,
modified or waived except in writing in accordance with the provisions of this
Section 14.1(b). The parties hereto may enter into written modifications or
waivers of any provisions of this Agreement, and any material amendment, waiver
or other modification of this Agreement shall require satisfaction of the Rating
Agency Condition. Notwithstanding the foregoing, without the consent of the
unaffected Lender Group Agents and the members of such unaffected Lender Group,
but with the consent of Borrower, the Agent and a Lender Group Agent may amend
this Agreement solely to add additional Persons as Liquidity Banks hereunder for
such Lender Group Agent's Lender Group. Any modification or waiver made in
accordance with this Section 14.1 shall apply to each of the Lenders equally and
shall be binding upon Borrower, the Lenders and the Agent.

      SECTION 14.2 NOTICES.

      Except as provided in this Section 14.2, all communications and notices
provided for hereunder shall be in writing (including bank wire, telecopy or
electronic facsimile transmission or similar writing) and shall be given to the
other parties hereto at their respective addresses or telecopy numbers set forth
on the signature pages hereof or at such other address or telecopy number as
such Person may hereafter specify for the purpose of notice to each of the other
parties hereto. Each such notice or other communication shall be effective (a)
if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3)
Business Days after the time such communication is deposited in the mail with
first class postage prepaid or (c) if given by any other means, when received at
the address specified in this Section 14.2. Borrower hereby authorizes each
Lender Group Agent to effect Advances and Interest Period and Interest Rate
selections based on telephonic notices made by any Person whom such Lender Group
Agent in good faith believes to be acting on behalf of Borrower. Borrower agrees
to deliver promptly to the related Lender Group Agent a written confirmation of
each telephonic notice signed by an authorized officer of Borrower; provided,
however, the absence of such confirmation shall not affect the validity of such
notice. If the written confirmation differs from the action taken by such Lender
Group Agent, the records of such Lender Group Agent shall govern absent manifest
error.

                                       47
<PAGE>
      SECTION 14.3 RATABLE PAYMENTS.

      If any Lender, whether by setoff or otherwise, has payment made to it with
respect to any portion of the Obligations owing to such Lender (other than
payments received pursuant to Section 10.2, 10.3 or 10.4) in a greater
proportion than that received by any other Lender entitled to receive a ratable
share of such Obligations, such Lender agrees, promptly upon demand, to purchase
for cash without recourse or warranty a portion of such Obligations held by the
other Lenders so that after such purchase each Lender will hold its ratable
proportion of such Obligations; provided that if all or any portion of such
excess amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

      SECTION 14.4 PROTECTION OF AGENT'S SECURITY INTEREST.

      (a)   Borrower agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary or that the Agent may reasonably request, to
perfect, protect or more fully evidence the Agent's security interest in the
Collateral, or to enable the Agent or the Secured Parties to exercise and
enforce their rights and remedies hereunder. At any time after the occurrence of
an Amortization Event, the Agent may, or the Agent may direct Borrower or the
Servicer to, notify the Obligors of Receivables, at Borrower's expense, of the
ownership or security interest of the Agent for the benefit of the Secured
Parties under this Agreement and may also direct that payments of all amounts
due or that become due under any or all Receivables be made directly to the
Agent or its designee. Borrower or the Servicer (as applicable) shall, at any
Lender's request, withhold the identity of such Lender in any such notification.

      (b)   If any Loan Party fails to perform any of its obligations hereunder,
the Agent, any Lender Group Agent or any Lender may (but shall not be required
to) perform, or cause performance of, such obligations, and the Agent's, such
Lender Group Agent's or such Lender's costs and expenses incurred in connection
therewith shall be payable by Borrower as provided in Section 10.3. Borrower
hereby authorizes the Agent to file financing statements and other filing or
recording documents with respect to the Receivables, Related Security and
Collections (including any amendments thereto, or continuation or termination
statements thereof), without the signature or other authorization of such Loan
Party, in such form and in such offices as the Agent deems necessary to perfect
or maintain the perfection of the security interest of the Agent hereunder.
Borrower acknowledges and agrees that it is not authorized to, and will not,
file financing statements or other filing or recording documents with respect to
the Receivables, Related Security or Collections (including any amendments
thereto, or continuation or termination statements thereof), without the express
prior written approval by the Agent, consenting to the form and substance of
such filing or recording document. Borrower approves, authorizes and ratifies
any filings or recordings made by or on behalf of the Agent in connection with
the perfection of the security interests in favor of Borrower (with respect to
the interests acquired by Borrower under the Receivables Sale Agreement) or the
Agent.

      (c)   Borrower hereby authorizes the Agent to file all appropriate UCC
financing statements to protect, preserve and perfect the security interest of
the Agent, on behalf of the Secured Parties, granted hereunder by Borrower in
the Collateral.

                                       48
<PAGE>
      SECTION 14.5 CONFIDENTIALITY.

      (a)   Each Loan Party, each Lender Group Agent and each Lender shall hold
in confidence (in accordance with procedures it applies generally to information
of this kind) and shall cause each of its employees and officers to hold in
confidence all Confidential Information, except that such Loan Party, the Agent,
each Lender Group Agent and each Lender and their respective officers and
employees may disclose such Confidential Information to such Person's
accountants and attorneys and other professional advisors, the lenders under the
Senior Credit Agreement, rating agencies providing a rating of Allied's and any
of its Affiliate's debt obligations, each holder of such debt obligations and as
required by any law, rule, regulation, direction, request or order of any
judicial, administrative or regulatory authority or proceedings (whether or not
having the force of effect of law) and each party hereto (and each employee,
representative, or other agent of such party) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the transaction and all materials of any kind (including opinions or other tax
analyses) that are provided to such party relating to such tax treatment and tax
structure.

      (b)   Anything herein to the contrary notwithstanding, each Loan Party
hereby consents to the disclosure of any Confidential Information with respect
to it (i) to the Agent, each Lender Group Agent, the Liquidity Banks, the
Lenders or their respective Affiliates by each other, (ii) by the Agent, any
Lender Group Agent or any Lender to any prospective or actual assignee or
participant of any of them and (iii) by the Agent or any Lender Group Agent to
any rating agency assigning a rating to the debt obligations of a Conduit, any
commercial paper dealer for any Conduit's debt obligations, any Funding Source
and any entity organized for the purpose of purchasing, or making loans secured
by, financial assets for which any Lender Group Agent acts as agent and to any
officers, directors, employees, outside accountants and attorneys of any of the
foregoing, provided that each recipient of such nonpublic information is
informed of the confidential nature of such information. In addition, each
Lender, each Lender Group Agent and the Agent may disclose any such nonpublic
information pursuant to any law, rule, regulation, direction, request or order
of any judicial, administrative or regulatory authority or proceedings (whether
or not having the force or effect of law), provided that each recipient of such
nonpublic information is informed of the confidential nature of such
information.

      SECTION 14.6 BANKRUPTCY PETITION.

      Borrower, the Servicer, the Agent, each Lender Group Agent and each
Liquidity Bank hereby covenants and agrees that, prior to the date that is one
year and one day after the payment in full of all outstanding senior
indebtedness of any Conduit, it will not institute against, or join any other
Person in instituting against, such Conduit any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.

      The Servicer, each Lender Group Agent, each Lender and the Agent (unless
instructed otherwise by the Required Liquidity Banks) hereby covenants and
agrees that, prior to the date that is one year and one day after the payment in
full of all outstanding Obligations of Borrower, it will not institute against,
or join any other Person in instituting against, Borrower any

                                       49
<PAGE>
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other similar proceeding under the laws of the United States or any state of
the United States.

      SECTION 14.7 LIMITATION OF LIABILITY.

      Except with respect to any claim arising out of the willful misconduct or
gross negligence of the Agent, any Lender Group Agent or any Lender, no claim
may be made by any Loan Party or any other Person against the Agent, any Lender
Group Agent or any Lender or their respective Affiliates, directors, officers,
employees, attorneys or agents for any special, indirect, consequential or
punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated
by this Agreement, or any act, omission or event occurring in connection
therewith; and each Loan Party hereby waives, releases, and agrees not to sue
upon any claim for any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.

      SECTION 14.8 CHOICE OF LAW.

      THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

      SECTION 14.9 CONSENT TO JURISDICTION.

      EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO
THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY
PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN THE COURTS
OF ANY OTHER JURISDICTION.

      SECTION 14.10 WAIVER OF JURY TRIAL.

      EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS
AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

                                       50
<PAGE>
      SECTION 14.11 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS.

      (a)   This Agreement and each other Transaction Document contain the final
and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof superseding
all prior oral or written understandings.

      (b)   This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns (including
any trustee in bankruptcy). This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms and
shall remain in full force and effect until terminated in accordance with its
terms; provided, however, that the rights and remedies with respect to (i) any
breach of any representation and warranty made by any Loan Party pursuant to
Article V and (ii) the indemnification and payment provisions of Article X, and
Sections 14.5 and 14.6 shall be continuing and shall survive any termination of
this Agreement.

      SECTION 14.12 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES.

      This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Agreement. Any provisions of this Agreement
which are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Unless otherwise
expressly indicated, all references herein to "Article," "Section," "Schedule"
or "Exhibit" shall mean articles and sections of, and schedules and exhibits to,
this Agreement.

      SECTION 14.13 WACHOVIA ROLES.

      Each of the Lender and each of the Lender Group Agents acknowledges that
Wachovia acts, or may in the future act: (a) as administrative agent for Blue
Ridge or any other Lender, (b) as an issuing and paying agent for the Commercial
Paper of Blue Ridge or any other Lender, (c) to provide credit or liquidity
enhancement for the timely payment for the Commercial Paper of Blue Ridge or any
other Lender, and/or (d) to provide other services from time to time for Blue
Ridge or any other Lender (collectively, the "Wachovia Roles"). Without limiting
the generality of this Section 14.13, each Lender and each Lender Group Agent
hereby acknowledges and consents to any and all Wachovia Roles and agrees that
in connection with any Wachovia Role, Wachovia may take, or refrain from taking,
any action that it, in its discretion, deems appropriate, including, without
limitation, in its role as administrative agent for Blue Ridge or any other
Lender for whom Wachovia is the administrator, and the giving of notice of a
mandatory purchase pursuant to the related Liquidity Agreement or Liquidity
Agreements.

                            [signature pages follow]

                                       51
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

                                        ALLIED RECEIVABLES FUNDING INCORPORATED

                                        By:    /s/ Donald W. Slager
                                           -------------------------------------
                                        Name:  Donald W. Slager
                                        Title: President

                                        Address: 15880 N Greenway-Hayden Loop
                                                 Scottsdale, AZ 85260


                                        ALLIED WASTE NORTH AMERICA, INC.

                                        By:    /s/ Donald W. Slager
                                           -------------------------------------
                                        Name:  Donald W. Slager
                                        Title: Vice President, Operations

                                        Address: 15880 N Greenway-Hayden Loop
                                                 Scottsdale, AZ 85260
<PAGE>
                                        BLUE RIDGE ASSET FUNDING CORPORATION
                                        BY: Wachovia Securities, Inc.
                                            as Attorney-In-Fact

                                        By:       /s/ Douglas R. Wilson, SR.
                                           -------------------------------------
                                        Name:       Douglas R. Wilson, SR.
                                               ---------------------------------
                                        Title:          Vice President
                                               ---------------------------------

                                        Address:
                                        Blue Ridge Asset Funding Corporation
                                        c/o Wachovia Securities, Inc.
                                        301 South College Street, TW-10
                                        Charlotte, NC 28288
                                        Attention: Douglas R. Wilson
                                        Telephone: (704) 374-2520
                                        Fax: (704) 383-9579


                                        WACHOVIA BANK,
                                        NATIONAL ASSOCIATION,
                                        as a Liquidity Bank, as Lender Group
                                        Agent for the Lender Group of which Blue
                                        Ridge is a member and as Agent

                                        By:         /s/ Elizabeth R. Wagner
                                           -------------------------------------
                                        Name:         Elizabeth R. Wagner
                                               ---------------------------------
                                        Title:             Director
                                               ---------------------------------

                                        Address:
                                        Wachovia Bank, National Association
                                        191 Peachtree Street, N.E.
                                        Mail Stop GA-8407
                                        Atlanta, GA 30303
                                        Attention: Elizabeth Wagner
                                        Telephone: (404) 332-1398
                                        Fax: (404) 332-5152


                               [end of signatures]
<PAGE>
                                    EXHIBIT I

                                   DEFINITIONS

As used in this Agreement, 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):

Adjusted Dilution Ratio: At any time, the rolling average of the Dilution Ratio
for the 12 Calculation Periods then most recently ended.

Advance: A borrowing hereunder consisting of the aggregate amount of the several
Loans made on the same Borrowing Date.

Adverse Claim: A lien, security interest, charge or encumbrance, or other right
or claim in, of or on any Person's assets or properties in favor of any other
Person.

Affiliate: With respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person or any Subsidiary of such Person. A Person shall be deemed to
control another Person if the controlling Person owns 10% or more of any class
of voting securities of the controlled Person or possesses, directly or
indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of stock, by
contract or otherwise.

Agent: As defined in the preamble to this Agreement.

Agent's Account: Account #8735-098787 at Wachovia Bank, National Association,
ABA #053100494.

Aggregate Commitment: On any date of determination, the aggregate amount of the
Liquidity Banks' Commitments to make Loans hereunder. As of the date hereof, the
Aggregate Commitment is $175,000,000.

Aggregate Principal: On any date of determination, the aggregate outstanding
principal amount of all Advances outstanding on such date.

Aggregate Reduction: As defined in Section 1.3.

Agreement: This Credit and Security Agreement, as it may be amended or modified
and in effect from time to time.

Alternate Base Rate: For any Lender Group on any day, as defined in the related
Assignment Agreement as such Lender Group's Alternate Base Rate; and for the
Blue Ridge Group, such rate shall be equal to a rate per annum equal to the
higher as of such day of (i) the Prime Rate for the Blue Ridge Group, or (ii)
one-half of one percent (0.50%) above the Federal Funds Effective Rate for the
Blue Ridge Group (for purposes of determining the Alternate Base Rate for any
day,

                                    Exh I - 1
<PAGE>
changes in such Prime Rate or such Federal Funds Effective Rate shall be
effective on the date of each such change).

Alternate Base Rate Loan: A Loan which bears interest at the Alternate Base Rate
or the Default Rate.

Amortization Date: The earliest to occur of (i) the day on which any of the
conditions precedent set forth in Section 6.2 are not satisfied, (ii) the
Business Day immediately prior to the occurrence of an Event of Bankruptcy with
respect to any Loan Party, (iii) the Business Day specified in a written notice
from the Agent following the occurrence of any other Amortization Event, (iv)
the date which is five (5) Business Days after the Agent's receipt of written
notice from Borrower that it wishes to terminate the facility evidenced by this
Agreement, and (v) the occurrence of the Termination Date.

Amortization Event: As defined in Article IX.

Apollo: Apollo Management IV, L.P. and its Permitted Transferees.

Assignment Agreement: As defined in Section 12.1(b).

Authorized Officer: With respect to any Person, its chairman, president, senior
vice president finance, corporate controller, treasurer, any assistant
treasurer, corporate secretary or chief financial officer.

Blackstone: Collectively, (i) Blackstone Capital Partners III Merchant Banking
Fund L.P., a Delaware limited partnership, Blackstone Capital Partners II
Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore
Capital Partners III L.P., a Cayman Islands limited partnership, Blackstone
Offshore Capital Partners II L.P., a Cayman Islands limited partnership,
Blackstone Family Investment Partnership III L.P., a Delaware limited
partnership, and Blackstone Family Investment Partnership II L.P., a Cayman
Islands limited partnership (each of the foregoing, a "Blackstone Fund") and
(ii) each Affiliate of any Blackstone Fund that is not an operating company or
controlled by an operating company and each general partner of any Blackstone
Fund or any Blackstone Affiliate who is a partner or employee of the Blackstone
Group L.P.

Blue Ridge: As defined in the Preamble to this Agreement.

Blue Ridge Agent: Wachovia.

Blue Ridge Group: The Lender Group consisting of Blue Ridge, the Blue Ridge
Agent and the Blue Ridge Liquidity Banks.

Blue Ridge Liquidity Agreement: That certain Liquidity Purchase Agreement,
dated the date hereof, by and among Blue Ridge, the financial institutions from
time to time party thereto and Wachovia Bank, National Association, as the same
may be amended, modified, waived and/or restated.

                                    Exh I - 2
<PAGE>
Blue Ridge Liquidity Banks: The financial institutions from time to time members
of the Blue Ridge Group as Liquidity Banks thereof and Wachovia (in its capacity
as initial Liquidity Bank for the Blue Ridge Group).

Borrower: As defined in the Preamble to this Agreement.

Borrowing Base: On any date of determination, the Net Pool Balance as of the
last day of the period covered by the most recent Monthly Report, minus the
Required Reserve as of the last day of the period covered by the most recent
Monthly Report, and minus Deemed Collections that have occurred since the most
recent Cut-Off Date to the extent that such Deemed Collections exceed the
Dilution Reserve.

Borrowing Base Deficiency: As of any date, the amount by which the Aggregate
Principal on such date exceeds the Borrowing Limit on such date.

Borrowing Date: A Business Day on which an Advance is made hereunder.

Borrowing Limit: As defined in Section 1.1(a)(i).

Borrowing Notice: As defined in Section 1.2.

Broken Funding Costs: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group: (i) in the case of a CP Rate
Loan made by Blue Ridge, has its principal reduced without compliance by
Borrower with the notice requirements hereunder, (ii) in the case of a CP Rate
Loan made by Blue Ridge or a LIBO Rate Loan made by a Blue Ridge Liquidity Bank,
does not become subject to an Aggregate Reduction following the delivery of any
Reduction Notice, (iii) in the case of a CP Rate Loan made by Blue Ridge, is
assigned under the Blue Ridge Liquidity Agreement, or (iv) in the case of a LIBO
Rate Loan made by a Blue Ridge Liquidity Bank, is terminated or reduced prior to
the last day of its Interest Period, an amount equal to the excess, if any, of
(A) the related CP Costs or Interest (as applicable) that would have accrued
during the remainder of the Interest Periods or the tranche periods for Blue
Ridge's Commercial Paper determined by the Blue Ridge Agent to relate to such
Loan (as applicable) subsequent to the date of such reduction, assignment or
termination (or in respect of clause (ii) above, the date such Aggregate
Reduction was designated to occur pursuant to the Reduction Notice) of the
principal of such Loan if such reduction, assignment or termination had not
occurred or such Reduction Notice had not been delivered, over (B) the sum of
(x) to the extent all or a portion of such principal is allocated to another
Loan made by the Blue Ridge Group, the amount of CP Costs of Blue Ridge or
Interest owed to the Blue Ridge Liquidity Banks actually accrued during the
remainder of such period on such principal for the new Loan, and (y) to the
extent such principal is not allocated to another Loan made by the Blue Ridge
Group, the income, if any, actually received during the remainder of such period
by the holder of such Loan from investing the portion of such principal not so
allocated; in the event that the amount referred to in clause (B) exceeds the
amount referred to in clause (A), the relevant Blue Ridge Group Lender or
Lenders agree to pay to Borrower the amount of such excess. All Broken Funding
Costs shall be due and payable hereunder upon demand.

                                    Exh I - 3
<PAGE>
Business Day: Any day on which banks are not authorized or required to close in
New York, New York, Phoenix, Arizona, or Atlanta, Georgia, and The Depository
Trust Company of New York is open for business, and, if the applicable Business
Day relates to any computation or payment to be made with respect to the LIBO
Rate, any day on which dealings in dollar deposits are carried on in the London
interbank market.

Calculation Period: A calendar month.

Change of Control: The acquisition by any Person, or two or more Persons acting
in concert (other than Apollo or Blackstone) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 35% or more of the outstanding shares of
voting stock of any Loan Party.

Closing Date: March 7, 2003.

Collateral: As defined in Section 13.1.

Collection Account: Each concentration account, depositary account, lock-box
account or similar account in which any Collections are collected or deposited
and which is listed on Exhibit IV.

Collection Account Agreement: An agreement substantially in the form of Exhibit
VI among an Originator, Servicer, Borrower, the Agent and a Collection Bank.

Collection Bank: At any time, any of the banks holding one or more Collection
Accounts.

Collection Date: The date that is one year and one day after the date on which
all of the Obligations have been paid in full in cash.

Collection Notice: A notice, in substantially the form of Annex A to Exhibit VI,
from the Agent to a Collection Bank.

Collections: With respect to any Receivable, all cash collections and other
cash proceeds in respect of such Receivable, including, without limitation, all
Finance Charges, Deemed Collections or other related amounts accruing in respect
thereof and all cash proceeds of Related Security with respect to such
Receivable.

Commercial Obligor: Any Obligor that is not a natural person.

Commercial Paper: Promissory notes issued in the commercial paper market by any
Conduit or issued by any Person to provide funding to any Conduit.

Commitment: For each Liquidity Bank that is part of any Lender Group, the
commitment of such Liquidity Bank to make Loans to Borrower hereunder in the
event the related Conduit elects not to fund such Lender Group's Lender Group
Share of any Advance in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Liquidity Bank's
name on Schedule A to this Agreement (in the case of the initial Blue Ridge

                                    Exh I - 4

<PAGE>

Liquidity Banks) or the amount set forth opposite such Liquidity Bank's name on
Schedule A to the related Assignment Agreement (in the case of the other
Liquidity Banks).

Commitment Termination Date: March 6, 2004.

Conduit: Any asset-backed commercial paper conduit that relies primarily upon
the issuance of Commercial Paper to fund its investments hereunder.

Conduit Loan: Any Loan made by a Conduit, whether such Loan is a CP Rate Loan or
is funded by a Liquidity Funding under the related Liquidity Agreement.

Confidential Information: Confidential or proprietary information with respect
to a Loan Party, an Originator, a Lender Group Agent or a Lender and their
respective businesses obtained by any other such Person in connection with the
structuring, negotiating and execution of the transactions contemplated herein,
or the transactions contemplated by this Agreement and the other Transaction
Documents, but excluding information (i) which was publicly known, or otherwise
known to the recipient thereof at the time of disclosure (unless such knowledge
was obtained subject to a confidentiality agreement or other legal or
contractual obligation of confidentiality with respect to such information),
(ii) which subsequently becomes publicly known through no act or omission by the
recipient of such information or (iii) which otherwise becomes known to the
recipient thereof other than through disclosure by the provider of such
information or a source actually known to the recipient thereof to be bound by a
confidentiality agreement or other legal or contractual obligation of
confidentiality with respect to such information.

Contingent Obligation: Of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or application for a letter of credit.

Contract: With respect to any Receivable, any and all instruments, agreements,
invoices or other writings pursuant to which such Receivable arises or which
evidences such Receivable.

CP Costs: For any Lender Group on any day, as defined in the related Assignment
Agreement; and for the Blue Ridge Group, including any Loan made by the Blue
Ridge Group that is made by the Blue Ridge Liquidity Banks, but which Loans
incur CP Costs in accordance with Sections 1.2 or 1.6(c): for each day, the sum
of (i) discount or interest accrued on Pooled Commercial Paper on such day, plus
(ii) any and all accrued commissions in respect of placement agents and Blue
Ridge's commercial paper dealers, and issuing and paying agent fees incurred, in
respect of such Pooled Commercial Paper for such day, plus (iii) other costs
associated with funding small or odd-lot amounts with respect to all receivable
purchase facilities which are funded by Pooled Commercial Paper for such day,
minus (iv) any accrual of income net of expenses received on such day from
investment of collections received under all receivable purchase or financing
facilities funded substantially with Pooled Commercial Paper, minus (v)
any payment received

                                    Exh I - 5

<PAGE>

on such day net of expenses in respect of Broken Funding Costs (or similar
costs) related to the prepayment of any investment of Blue Ridge pursuant to the
terms of any receivable purchase or financing facilities funded substantially
with Pooled Commercial Paper. In addition to the foregoing costs, if Borrower
shall request any Advance during any period of time determined by the Blue Ridge
Agent in its sole discretion to result in incrementally higher CP Costs
applicable to Blue Ridge's Lender Group Portion of such Advance, the principal
associated with Blue Ridge's Lender Group Portion of such Advance shall, during
such period, be deemed to be funded by Blue Ridge in a special pool (which may
include capital associated with other receivable purchase or financing
facilities) for purposes of determining such additional CP Costs applicable only
to such special pool and charged each day during such period against such
principal.

CP Rate Loan: Each Loan made by a Conduit prior to the time, if any, when (i) it
is refinanced with a Liquidity Funding pursuant to the related Liquidity
Agreement, or (ii) the occurrence of an Amortization Event and the commencement
of the accrual of Interest thereon at the applicable Default Rate.

Creation Date: As defined in Section 8.7(b)(ix).

Credit and Collection Policy: Borrower's credit and collection policies and
practices relating to Contracts and Receivables existing on the date hereof and
summarized in Exhibit VIII hereto, as modified from time to time in accordance
with this Agreement.

Cut-Off Date: The last day of a Calculation Period.

Days Sales Outstanding: As of any day, an amount equal to the product of (i) 91,
multiplied by (ii) the amount obtained by dividing (A) the aggregate outstanding
balance of Receivables as of the most recent Cut-Off Date, by (B) the aggregate
amount of Receivables created during the three (3) Calculation Periods including
and immediately preceding such Cut-Off Date.

Deemed Collections: Collections deemed received by Borrower under Section
1.4(a).

Default Horizon Ratio: As of any Cut-Off Date, the ratio (expressed as a
decimal) computed by dividing (i) the aggregate sales generated by the
Originators during the five (5) Calculation Periods ending on such Cut-Off Date,
by (ii) the Net Pool Balance as of such Cut-off Date.

Default Rate: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group: a rate per annum equal to
the sum of (i) the Alternate Base Rate for the Blue Ridge Group plus (ii) 2.00%,
changing when and as such Alternate Base Rate changes.

Default Ratio: As of any Cut-Off Date, the ratio (expressed as a percentage)
computed by dividing (i) the total amount of Receivables which became Defaulted
Receivables during the Calculation Period that includes such Cut-Off Date, by
(ii) the aggregate sales generated by the Originators during the Calculation
Period occurring four (4) months prior to the Calculation Period ending on such
Cut-Off Date.

                                    Exh I - 6

<PAGE>

Defaulted Receivable: A Receivable: (i) as to which the Obligor thereof has
suffered an Event of Bankruptcy; (ii) which, consistent with the Credit and
Collection Policy, would be written off Borrower's books as uncollectible; or
(iii) as to which any payment, or part thereof, remains unpaid for 121 days or
more from the original invoice date.

Delinquency Ratio: At any time, a percentage equal to (i) the aggregate
Outstanding Balance of all Receivables that were Delinquent Receivables at such
time divided by (ii) the aggregate Outstanding Balance of all Receivables at
such time.

Delinquent Receivable: A Receivable as to which any payment, or part thereof,
remains unpaid for 91 - 120 days from the original invoice date.

Dilution: The amount of any reduction or cancellation of the Outstanding Balance
of a Receivable as described in Section 1.4(a).

Dilution Horizon Ratio: As of any Cut-off Date, a ratio (expressed as a
decimal), computed by dividing (i) the sum of (x) the aggregate sales generated
by the Originators during the Calculation Period ending on such Cut-Off Date and
(y) 0.25 times the aggregate sales generated by the Originators during the
second Calculation Period prior to the Calculation Period ending on such Cut-Off
Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

Dilution Ratio: As of any Cut-Off Date, a ratio (expressed as a percentage),
computed by dividing (i) the total amount of decreases in Outstanding Balances
due to Dilutions during the Calculation Period ending on such Cut-Off Date, by
(ii) the aggregate sales generated by the Originators during the Calculation
Period prior to the Calculation Period ending on such Cut-Off Date.

Dilution Reserve: For any Calculation Period, the product (expressed as a
percentage) of:

            (i)   the sum of (A) two (2) times the Adjusted Dilution Ratio as of
      the immediately preceding Cut-Off Date, plus (B) the Dilution Volatility
      Component as of the immediately preceding Cut-Off Date, times

            (ii)  the Dilution Horizon Ratio as of the immediately preceding
      Cut-Off Date.

Dilution Volatility Component: The product (expressed as a percentage) of (i)
the difference between (A) the highest three (3)-month rolling average Dilution
Ratio over the past 12 Calculation Periods and (B) the Adjusted Dilution Ratio,
and (ii) a fraction, the numerator of which is equal to the amount calculated in
(i)(A) of this definition and the denominator of which is equal to the amount
calculated in (i)(B) of this definition.

Downgraded Liquidity Bank: A Liquidity Bank which has been the subject of a
Downgrading Event.

Downgrading Event: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group: with respect to any Person
means the lowering of the

                                    Exh I - 7

<PAGE>

rating with regard to the short-term securities of such Person to below (i) A-1
by S&P, or (ii) P-1 by Moody's.

Eligible Assignee: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group: a commercial bank having a
combined capital and surplus of at least $250,000,000 with a rating of its (or
its holding company's) short-term securities equal to or higher than (i) A-1 by
S&P and (ii) P-1 by Moody's.

Eligible Municipal Contract: Any Contract, the Obligor of which is a Eligible
Municipal Obligor, and that either (i) if such Contract requires the consent of
such Obligor to any transfer, sale, pledge or assignment of the rights and
duties of the applicable Originator or any of its assignees under such Contract,
all such consents to such transfers, sales, pledges and/or assignments have been
obtained in writing from such Obligor or (ii) prior to June 5, 2003, is a
Temporarily Eligible Municipal Contract.

Eligible Municipal Obligor: Any Municipal Obligor that is (i) located in, any
state or subdivision thereof that does not, by statute, rule, regulation, order
or other means, prevent or otherwise restrict the assignment of any claim (other
than tort claims) against such Municipal Obligor or (ii) approved in writing by
the Agent in its sole discretion.

Eligible Receivable: At any time, a Receivable:

            (i)   the Obligor of which is (A) a corporation or other business
      organization, organized under the laws of the United States, Canada or any
      political subdivision thereof and has its chief executive office in the
      United States or in Canada; (B) not an Affiliate of any of the parties
      hereto; (C) a Commercial Obligor (D) an Eligible Municipal Obligor; or (E)
      a Federal Government Obligor,

            (ii)  if the Obligor of such Receivable is a Municipal Obligor, such
      Receivable arises under an Eligible Municipal Contract,

            (iii) which is not a Defaulted Receivable or owing from an Obligor
      as to which more than 35% of the aggregate Outstanding Balance of all
      Receivables owing from such Obligor are Defaulted Receivables,

            (iv)  which is not a Delinquent Receivable,

            (v)   which by its terms is due and payable within 30 days of the
      original billing date therefor and has not had its payment terms extended
      more than once,

            (vi)  which is an "account," "payment intangible," or "chattel
      paper" within the meaning of Section 9-102(a)(2) and Section 9-102(a)(11),
      respectively, of the UCC of all applicable jurisdictions,

            (vii) which is denominated and payable only in United States dollars
      in the United States,

                                    Exh I - 8

<PAGE>

            (viii) which arises under a Contract which, together with such
      Receivable, is in full force and effect and constitutes the legal, valid
      and binding obligation of the related Obligor enforceable against such
      Obligor in accordance with its terms subject to no offset, counterclaim or
      other defense,

            (ix)  which arises under a Contract which (A) except for Eligible
      Municipal Contracts, does not require the Obligor under such Contract to
      consent to the transfer, sale, pledge or assignment of the rights and
      duties of the applicable Originator or any of its assignees under such
      Contract and (B) does not contain a confidentiality provision that
      purports to restrict the ability of any Lender to exercise its rights
      under this Agreement, including, without limitation, its right to review
      the Contract,

            (x)   which arises under a Contract that contains an obligation to
      pay a specified sum of money, contingent only upon the sale of goods or
      the provision of services by the applicable Originator,

            (xi)  which, together with the Contract related thereto, does not
      contravene any law, rule or regulation applicable thereto (including,
      without limitation, any law, rule and regulation relating to truth in
      lending, fair credit billing, fair credit reporting, equal credit
      opportunity, fair debt collection practices and privacy) and with respect
      to which no part of the Contract related thereto is in violation of any
      such law, rule or regulation,

            (xii) which satisfies in all material respects all applicable
      requirements of the Credit and Collection Policy,

            (xiii) which was generated in the ordinary course of the applicable
      Originator's business,

            (xiv) which arises solely from the sale of goods or the provision of
      services to the related Obligor by the applicable Originator, and not by
      any other Person (in whole or in part),

            (xv) as to which the Agent has not notified Borrower that the Agent
      has determined that such Receivable or class of Receivables is not
      acceptable as an Eligible Receivable, including, without limitation,
      because such Receivable arises under a Contract that is not acceptable to
      the Agent,

            (xvi) which is not subject to any dispute, counterclaim, right of
      rescission, set-off, counterclaim or any other defense (including defenses
      arising out of violations of usury laws) of the applicable Obligor against
      the applicable Originator or any other Adverse Claim, and the Obligor
      thereon holds no right as against such Originator to cause such Originator
      to repurchase the goods or merchandise the sale of which shall have given
      rise to such Receivable (except with respect to sale discounts effected
      pursuant to the Contract, or defective goods returned in accordance with
      the terms of the Contract); provided, however, that if such dispute,
      offset, counterclaim or defense affects only a portion of the Outstanding
      Balance of such Receivable, then such Receivable may be deemed an Eligible
      Receivable to the extent of the portion of such Outstanding

                                   Exh I - 9

<PAGE>

      Balance which is not so affected, and provided, further, that Receivables
      of any Obligor which has any accounts payable by the applicable Originator
      or by a wholly-owned Subsidiary of such Originator (thus giving rise to a
      potential offset against such Receivables) may be treated as Eligible
      Receivables to the extent that the Obligor of such Receivables has agreed
      pursuant to a written agreement in form and substance satisfactory to the
      Agent, that such Receivables shall not be subject to such offset,

            (xvii) as to which the applicable Originator has satisfied and fully
      performed all obligations on its part with respect to such Receivable
      required to be fulfilled by it, and no further action is required to be
      performed by any Person with respect thereto other than payment thereon by
      the applicable Obligor,

            (xviii) as to which each of the representations and warranties
      contained in Sections 5.1(i), (j), (r), (s), (t) and (u) is true and
      correct, and

            (xix) all right, title and interest to and in which has been validly
      transferred by the applicable Originator directly to Borrower under and in
      accordance with the Receivables Sale Agreement, and Borrower has good and
      marketable title thereto free and clear of any Adverse Claim.

ERISA: The Employee Retirement Income Security Act of 1974, as amended from time
to time, and any rule or regulation issued thereunder.

ERISA Affiliate: Any trade or business (whether or not incorporated) under
common control with the Performance Guarantor within the meaning of Section
414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for
purposes of provisions relating to Section 412 of the Tax Code).

Event of Bankruptcy: Shall be deemed to have occurred with respect to a Person
if either:

            (i)   a case or other proceeding shall be commenced, without the
      application or consent of such Person, in any court, seeking the
      liquidation, reorganization, debt arrangement, dissolution, winding up, or
      composition or readjustment of debts of such Person, the appointment of a
      trustee, receiver, custodian, liquidator, assignee, sequestrator or the
      like for such Person or all or substantially all of its assets, or any
      similar action with respect to such Person under any law relating to
      bankruptcy, insolvency, reorganization, winding up or composition or
      adjustment of debts, and such case or proceeding shall continue
      undismissed, or unstayed and in effect, for a period of 45 consecutive
      days; or an order for relief in respect of such Person shall be entered in
      an involuntary case under the Federal Bankruptcy Code or other similar
      laws now or hereafter in effect; or

            (ii)  such Person shall commence a voluntary case or other
      proceeding under any applicable bankruptcy, insolvency, reorganization,
      debt arrangement, dissolution or other similar law now or hereafter in
      effect, or shall consent to the appointment of or taking possession by a
      receiver, liquidator, assignee, trustee (other than a trustee under a deed
      of trust, indenture or similar instrument), custodian, sequestrator (or
      other similar

                                   Exh I - 10

<PAGE>

      official) for, such Person or for any substantial part of its property, or
      shall make any general assignment for the benefit of creditors, or shall
      be adjudicated insolvent, or admit in writing its inability to pay its
      debts generally as they become due, or, if a corporation or similar
      entity, its board of directors shall vote to implement any of the
      foregoing.

Facility Account: Borrower's account no. 639254986 at Bank One, National
Association.

Facility Termination Date: The earliest of (i) the Liquidity Termination Date,
(ii) the Amortization Date and (iii) March 7, 2006.

Federal Bankruptcy Code: Title 11 of the United States Code entitled
"Bankruptcy," as amended and any successor statute thereto.

Federal Funds Effective Rate: For any Lender Group on any day, as defined in the
related Assignment Agreement; and for the Blue Ridge Group, including any Loan
made by the Blue Ridge Group that is made by the Blue Ridge Liquidity Banks, for
any day for any period, a fluctuating interest rate per annum for each day
during such period equal to (i) the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the preceding Business Day) by the Federal Reserve Bank of New
York in the Composite Closing Quotations for U.S. Government Securities; or (ii)
if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 11:30 a.m. (New York City time) for
such day on such transactions received by such Lender Group's Lender Group Agent
from three federal funds brokers of recognized standing selected by it.

Federal Government Concentration Limit: At any time three percent (3%) of the
Outstanding Balance of Eligible Receivables at such time.

Federal Government Obligor: The federal government of the United States of
America and any subdivision or agency thereof.

Fee Letter: Any of the letter agreements among Borrower, the Servicer and the
respective Lender Group Agent, as such letter agreements may be amended or
modified and in effect from time to time.

Final Payout Date: The date on which all Obligations have been paid in full and
the Aggregate Commitment has been terminated.

Finance Charges: With respect to a Contract, any finance, interest, late payment
charges or similar charges owing by an Obligor pursuant to such Contract.

Foreign Tax Indemnitee: A Tax Indemnitee that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Tax Code.

                                   Exh I - 11
<PAGE>

Funding Agreement: For any Lender Group, (i) this Agreement, (ii) the related
Liquidity Agreement and (iii) any other agreement or instrument executed by any
Funding Source with or for the benefit of the related Conduit.

Funding Indemnity Agreement: That certain Funding Indemnity Agreement, dated as
of the date hereof, by Allied Waste Industries, Inc. in favor of Borrower and
the Agent, for the benefit of the Secured Parties.

Funding Source: For any Lender Group, (i) all of the Liquidity Banks that are
members of such Lender Group or (ii) any insurance company, bank or other
funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to the related Conduit.

GAAP: At any time, generally accepted accounting principles in effect in the
United States of America at such time.

Indebtedness: Of a Person means such Person's (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of property or
services (other than accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by liens or payable out of the proceeds or
production from property now or hereafter owned or acquired by such Person, (iv)
obligations which are evidenced by notes, acceptances, or other instruments, (v)
capitalized lease obligations, (vi) net liabilities under interest rate swap,
exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities
in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

Indemnified Amounts: As defined in Section 10.1.

Indemnified Party: As defined in Section 10.1.

Independent Director: A member of the Board of Directors of Borrower who is not
at such time, and has not been at any time during the preceding five (5) years:
(i) a creditor, supplier, director, officer, employee, family member, manager or
contractor of Allied, Performance Guarantor, any Originator or any of their
respective Subsidiaries or Affiliates (other than Borrower), (ii) a direct or
indirect or beneficial owner, excluding de minimus ownership interests, (at the
time of such individual's appointment as an Independent Director or at any time
thereafter while serving as an Independent Director) of any of the outstanding
common shares of Borrower, Allied, Performance Guarantor, any Originator, or any
of their respective Subsidiaries or Affiliates, having general voting rights, or
(iii) a person who controls (whether directly, indirectly or otherwise) Allied,
Performance Guarantor, any Originator or any of their respective Subsidiaries or
Affiliates (other than Borrower) or any creditor, supplier, employee, officer,
director, manager or contractor of Allied, Performance Guarantor, any Originator
or any of their respective Subsidiaries or Affiliates (other than Borrower).

Initial Funding Date: Any Business Day that occurs on or after the Reporting
Date in March 2003, and on which day all conditions precedent to the initial
Purchase under the Receivables Sale Agreement have been satisfied and as of
which Borrower requests the initial Loan hereunder, in accordance with Section
1.2 hereof.


                                   Exh I - 12
<PAGE>
Interest: For any Lender Group and each respective Interest Period relating to
Loans made by the Liquidity Banks of such Lender Group, an amount equal to the
product of the applicable Interest Rate for each such Loan multiplied by the
principal of such Loan for each day elapsed during such Interest Period,
annualized on a 360 day basis.

Interest Period: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group:

            (i) if Interest for such Loan is calculated on the basis of the LIBO
      Rate, a period of one, two, three or six months, or such other period as
      may be mutually agreeable to the Blue Ridge Agent and Borrower, commencing
      on a Business Day selected by Borrower or the Blue Ridge Agent pursuant to
      this Agreement. Such Interest Period shall end on the day in the
      applicable succeeding calendar month which corresponds numerically to the
      beginning day of such Interest Period, provided, however, that if there is
      no such numerically corresponding day in such succeeding month, such
      Interest Period shall end on the last Business Day of such succeeding
      month; or

            (ii) if Interest for such Loan is calculated on the basis of the
      Alternate Base Rate, a period commencing on a Business Day selected by
      Borrower and agreed to by the Blue Ridge Agent, provided that no such
      period shall exceed one month;

provided, further, however, if any Interest Period would end on a day which is
not a Business Day, such Interest Period shall end on the next succeeding
Business Day, provided, however, that in the case of Interest Periods
corresponding to the LIBO Rate, if such next succeeding Business Day falls in a
new month, such Interest Period shall end on the immediately preceding Business
Day.

In the case of any Interest Period for any Loan which commences before the
Amortization Date and would otherwise end on a date occurring after the
Amortization Date, such Interest Period shall end on the Amortization Date. The
duration of each Interest Period which commences after the Amortization Date
shall be of such duration as selected by the applicable Lender Group Agent.

Interest Rate: With respect to each Loan of a Liquidity Bank, the applicable
LIBO Rate, the applicable Alternate Base Rate or the Default Rate, as
applicable.

Interest Reserve: For any Calculation Period, the product (expressed as a
percentage) of (i) 1.5 times (ii) the Alternate Base Rate for the Blue Ridge
Group as of the immediately preceding CutOff Date times (iii) a fraction the
numerator of which is the highest Days Sales Outstanding for the most recent 12
Calculation Periods and the denominator of which is 360.

Lender: Each Conduit and each Liquidity Bank.

Lender Group : One or more Conduits, together with the related Lender Group
Agent and related Liquidity Banks.

                                   Exh I - 13
<PAGE>
Lender Group Agent: For any Lender Group, the Person designated as the Lender
Group Agent from time to time for such Lender Group pursuant to this Agreement
or the related Assignment Agreement.

Lender Group Agent's Account: For any Lender Group, the account maintained by
the Lender Group Agent for such Lender Group, as set forth from time to time by
such Lender Group Agent in a written notice to Borrower and the Servicer.

Lender Group Limit: For any Lender Group, the aggregate commitment of the
Liquidity Banks that are members of such Lender Group, as shown on Schedule A
hereto or in the related Assignment Agreement, as such commitments may increase
or decrease from time to time in accordance with the terms of this Agreement.

Lender Group Principal: For any Lender Group on any day, the aggregate amount of
outstanding Loans made by such Lender Group.

Lender Group Share: For any Lender Group the percentage equivalent of a fraction
the numerator of which is such Lender Group's Lender Group Limit and the
denominator of which is the Aggregate Commitment.

LIBO Rate: For any Lender Group on any day, as defined in the related Assignment
Agreement; and for the Blue Ridge Group: for any Interest Period, the rate per
annum determined on the basis of the offered rate for deposits in U.S. dollars
of amounts equal or comparable to the principal amount of the related Loan made
by the Blue Ridge Group offered for a term comparable to such Interest Period,
which rates appear on a Bloomberg L.P. terminal, displayed under the address
"US0001M <Index> Q <Go>" effective as of 11:00 A.M., London time, two Business
Days prior to the first day of such Interest Period, provided that if no such
offered rates appear on such page, the LIBO Rate for such Interest Period will
be the arithmetic average (rounded upwards, if necessary, to the next higher
1/100th of 1%) of rates quoted by not less than two major banks in New York, New
York, selected by the Blue Ridge Agent, at approximately 10:00 a.m.(New York
City time), two Business Days prior to the first day of such Interest Period,
for deposits in U.S. dollars offered by leading European banks for a period
comparable to such Interest Period in an amount comparable to the principal
amount of such Loan, divided by (i) one minus the maximum aggregate reserve
requirement (including all basic, supplemental, marginal or other reserves)
which is imposed against the Blue Ridge Agent in respect of Eurocurrency
liabilities, as defined in Regulation D of the Board of Governors of the Federal
Reserve System as in effect from time to time (expressed as a decimal),
applicable to such Interest Period plus (ii) the Applicable Margin, as defined
in the Fee Letter for the Blue Ridge Group. The LIBO Rate shall be rounded, if
necessary, to the next higher 1/100th of 1%.

LIBO Rate Loan: A Loan which bears interest at the LIBO Rate.

Liquidity Agreement: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group, the Blue Ridge Liquidity
Agreement.

Liquidity Banks: As defined in the Preamble in this Agreement.

                                   Exh I - 14
<PAGE>
Liquidity Commitment: As to each Liquidity Bank, its commitment under the
related Liquidity Agreement (which for Blue Ridge Liquidity Banks shall equal
102% of its Commitment hereunder and for Liquidity Banks related to any other
Lender Group shall equal the percentage of such Liquidity Bank's Commitment as
set forth in the related Assignment Agreement).

Liquidity Funding: (i) a purchase or funding made by any Liquidity Bank pursuant
to its Liquidity Agreement relating to any Loan made hereunder by the related
Conduit, or (ii) any Loan made by a Liquidity Bank in lieu of Conduit Loan
pursuant to Section 1.1.

Liquidity Termination Date: For any Lender Group on any day, as defined in the
related Assignment Agreement; and for the Blue Ridge Group: the earlier to occur
of the following:

            (i) the date on which the Blue Ridge Liquidity Banks' Liquidity
      Commitments expire, cease to be available to Blue Ridge or otherwise
      cease to be in full force and effect; or

            (ii) the date on which a Downgrading Event with respect to a Blue
      Ridge Liquidity Bank shall have occurred and been continuing for not less
      than 30 days, and either (A) the Downgraded Liquidity Bank shall not have
      been replaced by an Eligible Assignee pursuant to the Blue Ridge Liquidity
      Agreement, or (B) the Liquidity Commitment of such Downgraded Liquidity
      Bank shall not have been funded or collateralized in such a manner that
      will avoid a reduction in or withdrawal of the credit rating applied to
      the Commercial Paper issued by Blue Ridge to which such Liquidity
      Agreement applies by any of the rating agencies then rating such
      Commercial Paper.

Loan: Any loan made by a Lender to Borrower pursuant to this Agreement
(including, without limitation, any Liquidity Funding described in clause (ii)
of the definition thereof). Each Loan shall either be a CP Rate Loan, an
Alternate Base Rate Loan or a LIBO Rate Loan, selected in accordance with the
terms of this Agreement.

Loan Parties: As defined in the Preamble to this Agreement.

Lock-Box: Each locked postal box with respect to which a bank who has executed a
Collection Account Agreement has been granted exclusive access for the purpose
of retrieving and processing payments made on the Receivables and which is
listed on Exhibit IV.

Loss Reserve: For any Calculation Period, the product (expressed as a
percentage) of (i) 2.0, times (ii) the highest three-month rolling average
Default Ratio during the 12 Calculation Periods ending on the immediately
preceding Cut-Off Date, times (iii) the Default Horizon Ratio as of the
immediately preceding Cut-Off Date.

Majority In Interest: At any time, with respect to a Lender Group and the
Liquidity Lenders members thereof, Liquidity Banks whose commitments exceed 50%
of the related Lender Group's Lender Group Limit at such time.

Material Adverse Effect: A material adverse effect on (i) the ability, and all
reasonable prospects of curing any inability, of any Loan Party and its
Subsidiaries, taken as whole, to pay, when due,


                                   Exh I - 15
<PAGE>
any amount under any of such Person's Indebtedness, (ii) the ability of any Loan
Party to perform its obligations under this Agreement or the Performance
Guarantor to perform its obligations under the Performance Undertaking, (iii)
the legality, validity or enforceability of this Agreement or any other
Transaction Document, (iv) the Agent's security interest, for the benefit of the
Secured Parties, in the Receivables generally or in any significant portion of
the Receivables, the Related Security or the Collections with respect thereto,
or (v) the collectibility of the Receivables generally or of any material
portion of the Receivables.

Material Indebtedness: As defined in Section 9.1(f).

Monthly Report: A report, in substantially the form of Exhibit IX hereto
(appropriately completed), furnished by the Servicer to the Agent pursuant to
Section 8.5.

Monthly Reporting Date: The 10th Business Day of each month after the date of
this Agreement.

Moody's: Moody's Investors Service, Inc.

Municipal Obligor: Any Obligor that is a state, local, city or municipal
government or any subdivision or agency thereof.

Municipal Obligor Offset Percentage : At any time, 4.5%.

Multiemployer Plan: As defined in Sections 4001(a)(3) of ERISA.

Net Pool Balance: At any time, the aggregate Outstanding Balance of all Eligible
Receivables at such time reduced by the sum of (i) the aggregate amount by which
the Outstanding Balance of all Eligible Receivables of each Obligor and its
Affiliates exceeds the Obligor Concentration Limit for such Obligor, and (ii)
the aggregate amount by which the Outstanding Balance of all Eligible
Receivables of all Obligors that are Federal Government Obligors exceeds the
Federal Government Concentration Limit.

Net Worth: As defined in the Receivables Sale Agreement.

Non-Investment Grade Obligors: Obligors who are not rated by S&P or Moody's or
who have short term unsecured debt ratings (or in the absence thereof, the
equivalent long term unsecured debt ratings) which are below either A-3 by S&P
or P-3 by Moody's.

Obligations: As defined in Section 2.1.

Obligor: A Person obligated to make payments pursuant to a Contract.

Obligor Concentration Limit: At any time, in relation to the aggregate
Outstanding Balance of Receivables owed by any single Obligor and its Affiliates
(if any), the applicable concentration limit for Obligors who have short term
unsecured debt ratings currently assigned to them by S&P and Moody's (or in the
absence thereof, the equivalent long term unsecured senior debt ratings), shall
be determined according to the following table:

                                   Exh I - 16
<PAGE>
<TABLE>
<CAPTION>
                                                                     Allowable % of
     S&P Rating                        Moody's Rating              Eligible Receivables
----------------------              ----------------------         --------------------
<S>                                 <C>                            <C>
        A-1+                                P-1                            10%
        A-1                                 P-1                            8%
        A-2                                 P-2                            6%
        A-3                                 P-3                            3%
Below A-3 or Not Rated                 Below P-3 or Not            The Unrated Obligor
  by either S&P or                  Rated by either S&P or         Concentration Limit
      Moody's                             Moody's
</TABLE>



provided, however, that (i) if any Obligor has a split rating, the applicable
rating will be the lower of the two, (ii) if any Obligor is not rated by either
S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set
forth in the last line of the table above, and (iii) subject to satisfaction of
the Rating Agency Condition and/or an increase in the percentage set forth in
clause (a)(i) of the definition of "Required Reserve," upon Borrower's request
from time to time, the Agent may agree to a higher percentage of Eligible
Receivables for a particular Obligor and its Affiliates (each such higher
percentage, a "Special Concentration Limit"), it being understood that any
Special Concentration Limit may be cancelled by the Agent upon not less than
five (5) Business Days' written notice to the Loan Parties.

Originator: Each of Allied Waste North America, Inc., and each Affiliate and
Subsidiary thereof approved by the Agent and each Lender Group Agent and
identified from time to time on Schedule C in its capacity as a seller under the
Receivables Sale Agreement.

Other Taxes: As defined in Section 10.4(b).

Outstanding Balance: Of any Receivable at any time means the then outstanding
principal balance thereof, excluding any and all taxes (including, without
limitation, sales taxes), franchise fees, customer deposits and any other
amounts not related to sale of goods or the provision of services by the related
Originators.

Participant : As defined in Section 12.2(a).

PBGC: The Pension Benefit Guaranty Corporation, or any successor thereto.

Pension Plan: A pension plan (as defined in Section 3(2) of ERISA) subject to
Title IV of ERISA other than a Multiemployer Plan Performance which Performance
Guarantor sponsors or maintains, or to which it makes, is making, or is
obligated to make contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any time during
the immediately preceding five plan years.

Performance Guarantor: Allied Waste Industries, Inc.

Performance Undertaking: That certain Performance Undertaking, dated as of the
date hereof, by Performance Guarantor in favor of Borrower, substantially in the
form of Exhibit XI, as the same may be amended, restated or otherwise modified
from time to time.

                                   Exh I - 17
<PAGE>
Permitted Transferee: With respect to any Person, (i) any Affiliate of such
Person, (ii) any investment manager, investment advisor, or constituent general
partner of such Person; or any investment fund, investment account, or
investment entity that is organized by such Person or its Affiliates and whose
investment manager, investment advisor, or constituent general partner is such
Person or a Permitted Transferee of such Person.

Person: An individual, partnership, corporation (including a business trust),
limited liability company, joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

Plan: At any time, an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code and is either (i) maintained by the Performance Guarantor or any of its
Subsidiaries for employees of the Performance Guarantor or any of its
Subsidiaries, other than a Multiemployer Plan, or (ii) maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer, at least one of which is not the Performance Guarantor or any of
its Subsidiaries participates.

Pooled Commercial Paper: With respect to Blue Ridge, the Commercial Paper of
Blue Ridge subject to any particular pooling arrangement by Blue Ridge, but
excluding Commercial Paper issued by Blue Ridge for a tenor and in an amount
specifically requested by any Person in connection with any agreement effected
by Blue Ridge.

Prime Rate: For any Lender Group on any day, as defined in the related
Assignment Agreement; and for the Blue Ridge Group: a rate per annum equal to
the prime rate of interest announced from time to time by Wachovia (which is not
necessarily the lowest rate charged to any customer), changing when and as said
prime rate changes.

Pro Rata Share: For each Liquidity Bank, a percentage equal to the Commitment of
such Liquidity Bank, divided by the Aggregate Commitment.

Proposed Reduction Date: As defined in Section 1.3(a).

Purchasing Liquidity Bank : As defined in Section 12.1(b).

Rating Agency Condition: For any Lender Group on any day, as defined in the
related Assignment Agreement; and for the Blue Ridge Group: that Blue Ridge has
received any required written notice from S&P and Moody's that an amendment, a
change or a waiver will not result in a withdrawal or downgrade of the then
current ratings on Blue Ridge's Commercial Paper.

Receivable : All indebtedness and other obligations owed to Borrower or any
Originator (at the time it arises, and before giving effect to any transfer or
conveyance under the Receivables Sale Agreement) or in which Borrower or an
Originator has a security interest or other interest, including, without
limitation, any indebtedness, obligation or interest constituting an account,
chattel paper, instrument or general intangible, arising in connection with the
sale of goods or the rendering of services by an Originator and further
includes, without limitation, the obligation to

                                   Exh I - 18
<PAGE>
pay any Finance Charges with respect thereto ; provided, however, that
"Receivables" shall only include such indebtedness and other obligations that,
on the date such indebtedness or other obligation arises, are maintained on the
Originator's (or the Servicer's) "Commercial Management System", excluding
Districts 338, 418, 777, 1251, 1625, 1626, 1639, 1726 and 1793. Indebtedness and
other rights and obligations arising from any one transaction, including,
without limitation, indebtedness and other rights and obligations represented by
an individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from any
other transaction; provided further, that any indebtedness, rights or
obligations referred to in the immediately preceding sentence shall be a
Receivable regardless of whether the account debtor or Borrower treats such
indebtedness, rights or obligations as a separate payment obligation.

Receivables Sale Agreement: That certain Receivables Sale Agreement, dated as of
the date hereof, among the Originators and Borrower, as the same may be amended,
restated or otherwise modified from time to time.

Records: With respect to any Receivable, all Contracts and other documents,
books, records and other information (including, without limitation, computer
programs, tapes, disks, punch cards, data processing software and related
property and rights) relating to such Receivable, any Related Security therefor
and the related Obligor.

Reduction Notice: As defined in Section 1.3.

Register: As defined in Section 12.1(e).

Regulatory Change: As defined in Section 10.2(a).

Related Security: (a) the Performance Undertaking (including, without
limitation, all of Borrower's rights, title and interest therein), (b) the
Receivables Sale Agreement (including, without limitation, all of Borrower's
rights, title and interest therein), (c) all Lock-Boxes and Collection Accounts
(including, without limitation, all of Borrower's rights, title and interest
therein), (d) with respect to any Receivable:

            (i) all of Borrower's interest in the inventory and goods (including
      returned or repossessed inventory or goods), if any, the sale of which by
      an Originator gave rise to such Receivable, and all insurance contracts
      with respect thereto,

            (ii) all other security interests or liens and property subject
      thereto from time to time, if any, purporting to secure payment of such
      Receivable, whether pursuant to the Contract related to such Receivable or
      otherwise, together with all financing statements and security agreements
      describing any collateral securing such Receivable,

            (iii) all guaranties, letters of credit, insurance and other
      agreements or arrangements of whatever character from time to time
      supporting or securing payment of such Receivable whether pursuant to the
      Contract related to such Receivable or otherwise,

                                   Exh I - 19
<PAGE>
            (iv) all service contracts and other contracts and agreements
      associated with such Receivable, and

            (v) all Records related to such Receivable.

and (e) all proceeds of any of the foregoing.

Required Capital Amount: As defined in the Receivables Sale Agreement.

Required Liquidity Banks: At any time, Liquidity Banks with Commitments in
excess of 66-2/3% of the Aggregate Commitment.

Required Notice Period: Two (2) Business Days.

Required Reserve: On any day during a Calculation Period, the product of (i) the
greater of (A) the Required Reserve Factor Floor and (B) the sum of the Loss
Reserve, the Interest Reserve, the Dilution Reserve and the Servicing Reserve,
and (ii) the Net Pool Balance as of the Cut-Off Date immediately preceding such
Calculation Period.

Required Reserve Factor Floor: For any Calculation Period, the sum (expressed as
a percentage) of (i) the greatest of (a) four (4) times the Unrated Obligor
Concentration Limit, (b) two (2) times the A-3/P-3 Obligor Concentration Limit
and (c) one (1) times the A-2/P-2 Obligor Concentration Limit, (ii) the Federal
Government Concentration Limit, (iii) the Municipal Obligor Offset Percentage
(which sum, on the Closing Date, is 15.5%), and (iv) the product of the Adjusted
Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the
immediately preceding Cut-Off Date.

Restricted Junior Payment: (i) any dividend or other distribution, direct or
indirect, on account of any shares of any class of capital stock of Borrower now
or hereafter outstanding, except a dividend payable solely in shares of that
class of stock or in any junior class of stock of Borrower, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of capital stock of
Borrower now or hereafter outstanding, (iii) any payment or prepayment of
principal of, premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance, sinking fund
or similar payment and any claim for rescission with respect to the Subordinated
Loans, (iv) any payment made to redeem, purchase, repurchase or retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of capital stock of Borrower now or hereafter
outstanding, and (v) any payment of management fees by Borrower (except for
reasonable management fees to any Originator or its Affiliates in reimbursement
of actual management services performed).

S&P: Standard and Poor's Ratings Services, a division of The McGraw Hill
Companies, Inc.

Secured Parties: The Agent, each Lender Group Agent, each Conduit and each
Liquidity Bank and their respective successors and assigns.



                                   Exh I - 20
<PAGE>
Senior Credit Agreement: The Credit Agreement, dated as of July 21, 1999, by and
among Allied Waste Industries, Inc., Allied Waste North America, Inc., the
lenders from time to time party thereto, The Chase Manhattan Bank, as
administrative agent and collateral Agent, Citicorp USA, Inc., as syndication
agent, DLJ Capital Funding, Inc., Credit Suisse First Boston, as documentation
agents, Chase Securities Inc. and Salomon Smith Barney Inc., as arrangers and
Chase Securities Inc., as book manager, as amended, modified, waived, restated
or supplemented to the date hereof and from time to time thereafter.

Servicer: At any time the Person (which may be the Agent) then authorized
pursuant to Article VIII to service, administer and collect Receivables.

Servicer Party: At any time, shall include the Servicer, any Person acting as a
sub-servicer and all officers, directors, employees and agents of the foregoing.

Servicing Fee: For each day in a Calculation Period:

            (i) an amount equal to (A) the Servicing Fee Rate (or, at any time
      while Allied or one of its Affiliates is the Servicer, such lesser
      percentage as may be agreed between Borrower and the Servicer on an arms'
      length basis based on then prevailing market terms for similar services),
      times (B) the aggregate Outstanding Balance of all Receivables at the
      close of business on the Cut-Off Date immediately preceding such
      Calculation Period, times (C) 1/360; or

            (ii) on and after the Servicer's reasonable request made at any time
      when Allied or one of its Affiliates is no longer acting as Servicer
      hereunder, an alternative amount specified by the successor Servicer not
      exceeding (A) 110% of such Servicer's reasonable costs and expenses of
      performing its obligations under this Agreement during the preceding
      Calculation Period, divided by (B) the number of days in the current
      Calculation Period.

Servicing Fee Rate: 1.0% per annum.

Servicing Reserve : For any Calculation Period, the product (expressed as a
percentage) of (i) the Servicing Fee Rate, times (ii) a fraction, the numerator
of which is the highest Days Sales Outstanding for the most recent 12
Calculation Periods and the denominator of which is 360.

Settlement Date: Each day that is the 2nd Business Day after each Monthly
Reporting Date.

Settlement Period: For any Settlement Date: (i) the immediately preceding
Calculation Period, and (ii) in respect of each Loan of the Liquidity Banks, the
entire Interest Period of such Loan.

Standstill Agreement: As defined in Section 5.1(o).

Subsidiary: Of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, limited liability company, joint

                                   Exh I - 21
<PAGE>
venture or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time be so owned or
controlled.

Tax Code: The Internal Revenue Code of 1986, as the same may be amended from
time to time.

Tax Indemnitee: As defined in Section 10.4(a)(i).

Tax or Taxes: As defined in Section 10.4(a)(ii).

Temporarily Eligible Municipal Contract: On any day prior to May 30, 2003, any
Contract the Obligor of which is an Eligible Municipal Obligor.

Termination Date: As defined in the Receivables Sale Agreement.

Terminating Tranche: As defined in Section 4.3(b).

Transaction Documents: Collectively, this Agreement, each Borrowing Notice, the
Receivables Sale Agreement, each Collection Account Agreement, the Performance
Undertaking, the Fee Letter, each Assignment Agreement, the Standstill
Agreement, the Funding Indemnity Agreement and all other instruments, documents
and agreements executed and delivered in connection herewith.

UCC: The Uniform Commercial Code as from time to time in effect in the specified
jurisdiction.

Unmatured Amortization Event: An event which, with the passage of time or the
giving of notice, or both, would constitute an Amortization Event.

Unrated Obligor Concentration Limit: At any time, 2%.

Wachovia: Wachovia Bank, National Association in its individual capacity.

All accounting terms not specifically defined herein shall be construed in
accordance with GAAP. All terms used in Article 9 of the UCC in the State of New
York, and not specifically defined herein, are used herein as defined in such
Article 9.

                                   Exh I - 22
<PAGE>
                                   EXHIBIT II

                            FORM OF BORROWING NOTICE

                                       ---

                                [BORROWER'S NAME]

                                BORROWING NOTICE
                         dated ______________, 20__ for
                       Borrowing on ________________, 20__


Wachovia Bank, National Association, as Agent
191 Peachtree Street, N.E., GA-8407
Atlanta, Georgia 30303

Attention:  Elizabeth R. Wagner, Fax No. (404) 332-5152

[EACH LENDER GROUP AGENT]
[ADDRESSES]

Ladies and Gentlemen:

      Reference is made to the Credit and Security Agreement dated as of March
7, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among Allied Receivables Funding Incorporated (the
"Borrower"), Allied Waste North America, Inc., as initial Servicer, Blue Ridge
Asset Funding Corporation, Wachovia Bank National Association, individually and
as Agent, the Lenders from time to time parties thereto, the Lender Group Agents
from time to time party thereto and the Liquidity Banks from time to time
parties thereto. Capitalized terms defined in the Credit Agreement are used
herein with the same meanings.

      1. The [SERVICER, ON BEHALF OF THE] Borrower hereby certifies, represents
and warrants to the Agent and the Lenders that on and as of the Borrowing Date
(as hereinafter defined):

      (a) all applicable conditions precedent set forth in Article VI of the
Credit Agreement have been satisfied;

      (b) each of its representations and warranties contained in Section 5.1 of
the Credit Agreement will be true and correct, in all material respects, as if
made on and as of the Borrowing Date;

      (c) no event will have occurred and is continuing, or would result from
the requested Purchase, that constitutes an Amortization Event or Unmatured
Amortization Event;

                                   Exh II - 1
<PAGE>
      (d) the Facility Termination Date has not occurred; and

      (e) after giving effect to the Loans comprising the Advance requested
below, the Aggregate Principal will not exceed the Borrowing Limit.

      2. The [SERVICER, ON BEHALF OF THE] Borrower hereby requests that Blue
Ridge (or their respective Liquidity Banks) make an Advance on ___________, 20__
(the "Borrowing Date") as follows:

      (a) Aggregate Amount of Advance: $_____________.

      (b) Lender Group Shares:

                  Blue Ridge Group: $_______________

                  [ADDITIONAL LENDER GROUPS]: $__________

      (c) If the Advance is not funded by the Conduit of your Lender Group,
[SERVICER ON BEHALF OF THE] Borrower requests that the related Liquidity Banks
make an Alternate Base Rate Loan that converts into LIBO Rate Loan with an
Interest Period of _____ months on the third Business Day after the Borrowing
Date).

      3. Please disburse the proceeds of the Loans as follows:

      [APPLY $________ TO PAYMENT OF PRINCIPAL AND INTEREST OF EXISTING LOANS
DUE ON THE BORROWING DATE]. [APPLY $______ TO PAYMENT OF FEES DUE ON THE
BORROWING DATE]. [WIRE TRANSFER $________ TO ACCOUNT NO. ________ AT ___________
BANK, IN [CITY, STATE], ABA NO. __________, REFERENCE: ________].

      IN WITNESS WHEREOF, the [SERVICER, ON BEHALF OF THE] Borrower has caused
this Borrowing Request to be executed and delivered as of this ____ day of
___________, _____.

                                    [_______________________, AS SERVICER,
                                    ON BEHALF OF:] ____________., as Borrower


                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________





                                   Exh II - 2
<PAGE>
                                   EXHIBIT III

         PLACES OF BUSINESS OF THE LOAN PARTIES; LOCATIONS OF RECORDS;

                    FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)


                                     Exh III
<PAGE>
                                   EXHIBIT IV

          NAMES OF COLLECTION BANKS; LOCK-BOXES & COLLECTION ACCOUNTS

<TABLE>
<CAPTION>
LOCK-BOX                               RELATED COLLECTION ACCOUNT
--------                               --------------------------
<S>                                    <C>
[P.O. BOX ADDRESS]                     Name of Current Account Holder:
                                       ______________
                                       Account Number:__________________
                                       [COLLECTION BANK NAME], a _______
                                       banking association
                                       Account Number:__________________
                                       ABA Number:______________________
                                       Contact Person:__________________
                                       Contact's Tel: (  )______________
                                       Contact's Fax: (  )______________
</TABLE>



                                     Exh IV
<PAGE>
                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE


To:   Wachovia Bank, National Association, as Agent
      [EACH LENDER GROUP AGENT]

      This Compliance Certificate is furnished pursuant to that certain Credit
and Security Agreement dated as of March 7, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Agreement") among Allied Receivables
Funding Incorporated (the "Borrower"), Allied Waste North America, Inc., as
initial Servicer, Blue Ridge Asset Funding Corporation, Wachovia Bank National
Association, individually and as Agent, the Lenders from time to time parties
thereto, the Lender Group Agents from time to time party thereto and the
Liquidity Banks from time to time parties thereto.

      THE UNDERSIGNED HEREBY CERTIFIES THAT:

      1. I am the duly elected [CHIEF FINANCIAL OFFICER] of [BORROWER]
[PERFORMANCE GUARANTOR].

      2. I have reviewed the terms of the [AGREEMENT] [PERFORMANCE UNDERTAKING]
and I have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of [BORROWER] [PERFORMANCE GUARANTOR
AND ITS SUBSIDIARIES] during the accounting period covered by the attached
financial statements.

      3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes [AN
AMORTIZATION EVENT OR UNMATURED AMORTIZATION EVENT, AS EACH SUCH TERM IS DEFINED
UNDER THE AGREEMENT] [BREACH UNDER THE PERFORMANCE UNDERTAKING], during or at
the end of the accounting period covered by the attached financial statements or
as of the date of this Certificate[, EXCEPT AS SET FORTH IN PARAGRAPH 5 BELOW].

      4. [WITH RESPECT TO THE PERFORMANCE GUARANTOR] [Schedule I attached hereto
sets forth financial data and computations evidencing the compliance with
certain covenants referred to in Section 9.1(f) of the Agreement, all of which
data and computations are true, complete and correct.]

      [5. DESCRIBED BELOW ARE THE EXCEPTIONS, IF ANY, TO PARAGRAPH 3 BY LISTING,
IN DETAIL, THE NATURE OF THE CONDITION OR EVENT, THE PERIOD DURING WHICH IT HAS
EXISTED AND THE ACTION WHICH [BORROWER] [PERFORMANCE GUARANTOR] HAS TAKEN, IS
TAKING, OR PROPOSES TO TAKE WITH RESPECT TO EACH SUCH CONDITION OR EVENT:
______________________]






                                    Exh V - 1
<PAGE>
      The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered as of ______________, 20__.

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________




                                   Exh V - 2
<PAGE>
                      SCHEDULE I TO COMPLIANCE CERTIFICATE


      A. Schedule of Compliance as of __________, ____ with Section ___ of the
Agreement. Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

This schedule relates to the month ended: _______________


                                   Exh V - 3
<PAGE>
                                   EXHIBIT VI

                      FORM OF COLLECTION ACCOUNT AGREEMENT



                          COLLECTION ACCOUNT AGREEMENT


                               _____________, 2003

[COLLECTION BANK NAME]
[COLLECTION BANK ADDRESS]

Attn:  ____________________
Fax No. (___)______________

      Re: [NAME OF CURRENT LOCK-BOX OWNER]/[BORROWER'S NAME]

Ladies and Gentlemen:

      Reference is hereby made to each of the [DEPARTMENTAL] post office boxes
listed on Schedule 1 hereto (each, a "Lock-Box") of which [COLLECTION BANK
NAME], a _________ banking association (hereinafter "you"), has exclusive
control for the purpose of receiving mail and processing payments therefrom
pursuant to the [LOCK-BOX SERVICE AGREEMENT] dated _______________, originally
by and between _____________ (the "Company") and you (the "Service Agreement").

      1. You hereby confirm your agreement to perform the services described
therein. Among the services you have agreed to perform therein, is to endorse
all checks and other evidences of payment received in each of the Lock-Boxes,
and credit such payments to account no. _____________ (the "Lock-Box Account").

      2. The Company hereby informs you that it has transferred to its
affiliate, [BORROWER NAME], a ____________ [CORPORATION] (the "Borrower") all of
the Company's right, title and interest in and to the items from time to time
received in the Lock-Boxes and/or deposited in the Lock-Box Account, but that
the Company has agreed to continue to service the receivables giving rise to
such items. Accordingly, the Company and Borrower hereby request that the name
of the Lock-Box Account be changed to "[BORROWER NAME]" Borrower hereby further
advises you that it has pledged the receivables giving rise to such items to a
group of lenders for whom Wachovia Bank, National Association acts as agent (in
such capacity, the "Agent") and has granted a security interest to the Agent in
all of Borrower's right, title and interest in and to the Lock-Box Account and
the funds therein.

      3. Each of the Company and Borrower hereby irrevocably instructs you, and
you hereby agree, that upon receiving notice from the Agent in the form attached
hereto as Annex A:

                                   Exh VI - 1


<PAGE>
            (i) the name of the Lock-Box Account will be changed to "Wachovia
      Bank, National Association, as Agent" (or any designee of the Agent), and
      the Agent will have exclusive ownership of and access to the Lock-Boxes
      and the Lock-Box Account, and none of the Company, Borrower, nor any of
      their respective affiliates will have any control of the Lock-Boxes or the
      Lock-Box Account or any access thereto, (ii) you will either continue to
      send the funds from the Lock-Boxes to the Lock-Box Account, or will
      redirect the funds as the Agent may otherwise request, (iii) you will
      transfer monies on deposit in the Lock-Box Account to the following
      account:

            Bank Name: Wachovia Bank, National Association
            Location: Charlotte, NC
            ABA Routing No.: ABA # 053000219
            Credit Account No.: For credit to Blue Ridge Asset Funding
                                Account #2000010384921
            Reference: Blue Ridge/[THE SELLER NAME]
            Attention: Douglas R. Wilson, tel. (704) 374-2520

or to such other account as the Agent may specify, (iv) all services to be
performed by you under the Service Agreement will be performed on behalf of the
Agent, and (v) all correspondence or other mail which you have agreed to send to
the Company or Borrower will be sent to the Agent at the following address:

                        Wachovia Bank, National Association, as Agent
                        191 Peachtree Street
                        Mail Stop GA-8407
                        Atlanta, GA 30303
                        Attn: Elizabeth K. Wagner,
                              Asset-Backed Finance
                        FAX: (404) 332- 5152

Moreover, upon such notice, the Agent will have all rights and remedies given to
the Company (and Borrower, as the Company's assignee) under the Service
Agreement. The Company agrees, however, to continue to pay all fees and other
assessments due thereunder at any time.

      4. You hereby acknowledge that monies deposited in the Lock-Box Account or
any other account established with you by the Agent for the purpose of receiving
funds from the Lock-Boxes are subject to the liens of the Agent, and will not be
subject to deduction, set-off, banker's lien or any other right you or any other
party may have against the Company or Borrower except that you may debit the
Lock-Box Account for any items deposited therein that are returned or otherwise
not collected and for all charges, fees, commissions and expenses incurred by
you in providing services hereunder, all in accordance with your customary
practices for the charge back of returned items and expenses.

      5. You will be liable only for direct damages in the event you fail to
exercise ordinary care. You shall be deemed to have exercised ordinary care if
your action or failure to act is in conformity with general banking usages or is
otherwise a commercially reasonable



                                   Exh VI - 2
<PAGE>
practice of the banking industry. You shall not be liable for any special,
indirect or consequential damages, even if you have been advised of the
possibility of these damages.

      6. The parties acknowledge that you may assign or transfer your rights and
obligations hereunder solely to a wholly-owned subsidiary of [INSERT NAME OF
COLLECTION BANK'S HOLDING COMPANY].

      7. Borrower agrees to indemnify you for, and hold you harmless from, all
claims, damages, losses, liabilities and expenses, including legal fees and
expenses, resulting from or with respect to this letter agreement and the
administration and maintenance of the Lock-Box Account and the services provided
hereunder, including, without limitation: (a) any action taken, or not taken, by
you in regard thereto in accordance with the terms of this letter agreement, (b)
the breach of any representation or warranty made by Borrower pursuant to this
letter agreement, (c) any item, including, without limitation, any automated
clearinghouse transaction, which is returned for any reason, and (d) any failure
of Borrower to pay any invoice or charge to you for services in respect to this
letter agreement and the Lock-Box Account or any amount owing to you from
Borrower with respect thereto or to the service provided hereunder.

      8. THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WHICH STATE SHALL BE YOUR "LOCATION" FOR
PURPOSES OF THE UNIFORM COMMERCIAL CODE FROM AND AFTER JULY 1, 2001. This letter
agreement may be executed in any number of counterparts and all of such
counterparts taken together will be deemed to constitute one and the same
instrument.

      9. This letter agreement contains the entire agreement between the
parties, and may not be altered, modified, terminated or amended in any respect,
nor may any right, power or privilege of any party hereunder be waived or
released or discharged, except upon execution by all parties hereto of a written
instrument so providing. In the event that any provision in this letter
agreement is in conflict with, or is inconsistent with, any provision of the
Service Agreement, this letter agreement will exclusively govern and control.
Each party agrees to take all actions reasonably requested by any other party to
carry out the purposes of this letter agreement or to preserve and protect the
rights of each party hereunder.

      Please indicate your agreement to the terms of this letter agreement by
signing in the space provided below. This letter agreement will become effective
immediately upon execution of a counterpart of this letter agreement by all
parties hereto.

                                    Very truly yours,

                                    [NAME OF CURRENT LOCK-BOX OWNER]

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________




                                   Exh VI - 3
<PAGE>
                                    [BORROWER NAME]

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________


Acknowledged and agreed to as of the
date first above written:

[COLLECTION BANK]

By:______________________________________
Name:____________________________________
Title:___________________________________


WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent

By:______________________________________
Name:____________________________________
Title:___________________________________



                                   Exh VI - 4



<PAGE>
                                    ANNEX A
                                 FORM OF NOTICE

                          [On letterhead of the Agent]

                                     [DATE]

[COLLECTION BANK NAME]
[COLLECTION BANK ADDRESS]

Attn:  ____________________
Fax No. (___) ______________

      Re:   [NAME OF CURRENT LOCK-BOX OWNER]/[BORROWER NAME]

Ladies and Gentlemen:

      We hereby notify you that we are exercising our rights pursuant to that
certain letter agreement dated ____________, 2003 (the "Letter Agreement") among
[NAME OF CURRENT LOCK-BOX OWNER], [BORROWER NAME], you and us, to have the name
of, and to have exclusive ownership and control of, account no. __________
identified in the Letter Agreement (the "Lock-Box Account") maintained with you,
transferred to us. The Lock-Box Account will henceforth be a zero-balance
account, and funds deposited in the Lock-Box Account should be sent at the end
of each day to the account specified in Section 3(i) of the Letter Agreement, or
as otherwise directed by the undersigned. You have further agreed to perform all
other services you are performing under the "Service Agreement" (as defined in
the Letter Agreement) on our behalf.

      We appreciate your cooperation in this matter.

                                       Very truly yours,

                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION,
                                       as Agent


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


                                   Annex A - 1
<PAGE>
                                    SCHEDULE 1

<TABLE>
<CAPTION>
        LOCK-BOX POST OFFICE ADDRESS
        ----------------------------
<S>                     <C>


</TABLE>


                                   Annex A - 2
<PAGE>
                                   EXHIBIT VII

                          FORM OF ASSIGNMENT AGREEMENT

      THIS ASSIGNMENT AGREEMENT (this "Assignment Agreement") is entered into as
of the ___ day of ____________, ____, by and between _____________________
("Assignor") and __________________ ("Assignee").

                             PRELIMINARY STATEMENTS

      A. This Assignment Agreement is being executed and delivered in accordance
with Section 12.1(b) of that certain Credit and Security Agreement dated as of
March 7, 2003 (as amended, supplemented or otherwise modified from time to time,
the "Credit and Security Agreement") among Allied Receivables Funding
Incorporated (the "Borrower"), Allied Waste North America, Inc., as initial
Servicer, Blue Ridge Asset Funding Corporation, Wachovia Bank National
Association, individually and as Agent, the Lenders from time to time parties
thereto, the Lender Group Agents from time to time party thereto and the
Liquidity Banks from time to time parties thereto. Capitalized terms used and
not otherwise defined herein are used with the meanings set forth or
incorporated by reference in the Credit and Security Agreement.

      B. Assignor is a Liquidity Bank party to the Credit and Security
Agreement, and Assignee wishes to become a Liquidity Bank thereunder; and

      C. Assignor is selling and assigning to Assignee an undivided
____________% (the "Transferred Percentage") interest in all of Assignor's
rights and obligations under the Transaction Documents, including, without
limitation, Assignor's Commitment and (if applicable) Assignor's Loans as set
forth herein.

                                    AGREEMENT

      The parties hereto hereby agree as follows:

      (1) The sale, transfer and assignment effected by this Assignment
Agreement shall become effective (the "Effective Date") two (2) Business Days
(or such other date selected by the Agent in its sole discretion) following the
date on which a notice substantially in the form of Schedule II to this
Assignment Agreement ("Effective Notice") is delivered by the Agent to Blue
Ridge, Assignor and Assignee. From and after the Effective Date, Assignee shall
be a Liquidity Bank party to the Credit and Security Agreement for all purposes
thereof as if Assignee were an original party thereto and Assignee agrees to be
bound by all of the terms and provisions contained therein.

      (2) If Assignor has no outstanding principal under the Credit and Security
Agreement, on the Effective Date, Assignor shall be deemed to have hereby
transferred and assigned to Assignee, without recourse, representation or
warranty (except as provided in paragraph 6 below), and the Assignee shall be
deemed to have hereby irrevocably taken, received and assumed from Assignor, the
Transferred Percentage of Assignor's Commitment and


                                   Exh VII - 1
<PAGE>
all rights and obligations associated therewith under the terms of the Credit
and Security Agreement, including, without limitation, the Transferred
Percentage of Assignor's future funding obligations under the Credit and
Security Agreement.

      (3) If Assignor has any outstanding principal under the Credit and
Security Agreement, at or before 12:00 noon, local time of Assignor, on the
Effective Date Assignee shall pay to Assignor, in immediately available funds,
an amount equal to the sum of (i) the Transferred Percentage of the outstanding
principal of Assignor's Loans (such amount, being hereinafter referred to as the
"Assignee's Principal"); (ii) all accrued but unpaid (whether or not then due)
Interest attributable to Assignee's Principal and (iii) accruing but unpaid fees
and other costs and expenses payable in respect of Assignee's Principal for the
period commencing upon each date such unpaid amounts commence accruing, to and
including the Effective Date (the "Assignee's Acquisition Cost"); whereupon,
Assignor shall be deemed to have sold, transferred and assigned to Assignee,
without recourse, representation or warranty (except as provided in paragraph 6
below), and Assignee shall be deemed to have hereby irrevocably taken, received
and assumed from Assignor, the Transferred Percentage of Assignor's Commitment,
Loans (if applicable) and Percentage Interests (if applicable) and all related
rights and obligations under the Transaction Documents, including, without
limitation, the Transferred Percentage of Assignor's future funding obligations
under the Credit and Security Agreement.

      (4) Concurrently with the execution and delivery hereof, Assignor will
provide to Assignee copies of all documents requested by Assignee which were
delivered to Assignor pursuant to the Credit and Security Agreement.

      (5) Each of the parties to this Assignment Agreement agrees that at any
time and from time to time upon the written request of any other party, it will
execute and deliver such further documents and do such further acts and things
as such other party may reasonably request in order to effect the purposes of
this Assignment Agreement.

      (6) By executing and delivering this Assignment Agreement, Assignor and
Assignee confirm to and agree with each other, the Agent and the Liquidity Banks
as follows: (a) other than the representation and warranty that it has not
created any Adverse Claim upon any interest being transferred hereunder,
Assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made by any other
Person in or in connection with any of the Transaction Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of Assignee, the Credit and Security Agreement, or any other instrument or
document furnished pursuant thereto or the perfection, priority, condition,
value or sufficiency of any Collateral; (b) Assignor makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of Borrower, any Obligor, any Affiliate of Borrower or the performance or
observance by Borrower, any Obligor, any Affiliate of Borrower of any of their
respective obligations under the Transaction Documents or any other instrument
or document furnished pursuant thereto or in connection therewith; (c) Assignee
confirms that it has received a copy of each of the Transaction Documents, and
other documents and information as it has requested and deemed appropriate to
make its own credit analysis and decision to enter into this Assignment
Agreement; (d) Assignee will, independently and without reliance upon the Agent,
Blue Ridge, Borrower or any other Liquidity Bank or Lender and based on such
documents and information as it shall deem


                                   Exh VII - 2
<PAGE>
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Transaction Documents; (e) Assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Transaction Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
and (f) Assignee agrees that it will perform in accordance with their terms all
of the obligations which, by the terms of the Credit and Security Agreement and
the other Transaction Documents, are required to be performed by it as a
Liquidity Bank or, when applicable, as a Lender.

      (7) Each party hereto represents and warrants to and agrees with the Agent
that it is aware of and will comply with the provisions of the Credit and
Security Agreement, including, without limitation, Sections 14.5 and 14.6
thereof.

      (8) Schedule I hereto sets forth the revised Commitment of Assignor and
the Commitment of Assignee, as well as administrative information with respect
to Assignee.

      (9) THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      (10) Assignee hereby covenants and agrees that, prior to the date which is
one year and one day after the payment in full of all senior indebtedness for
borrowed money of Blue Ridge, it will not institute against, or join any other
Person in instituting against, Blue Ridge any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.


                                   Exh VII - 3
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their respective duly authorized officers of the
date hereof.

                                       [ASSIGNOR]

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________



                                       [ASSIGNEE]

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


                                   Exh VII - 4
<PAGE>
                       SCHEDULE I TO ASSIGNMENT AGREEMENT

                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS

Date:  _____________, ______

Transferred Percentage:     ____________%

<TABLE>
<CAPTION>
                         A-1                     A-2                   B-1                  B-2
                     ----------              ----------            -----------         -------------
<S>                 <C>                     <C>                   <C>                 <C>
Assignor             Commitment              Commitment            Outstanding         Ratable Share
                     (prior to              (after giving         principal (if       of Outstanding
                    giving effect           effect to the              any)               principal
                       to the                Assignment
                     Assignment              Agreement)
                     Agreement)
</TABLE>

<TABLE>
<CAPTION>
                        A-1                      A-2                   B-1                     B-2
                     ----------              ----------            -----------            -------------
<S>                 <C>                    <C>                    <C>                    <C>
Assignee             Commitment              Commitment            Outstanding            Ratable Share
                     (prior to             (after giving          principal (if          of Outstanding
                    giving effect          effect to the               any)                 principal
                       to the               Assignment
                     Assignment             Agreement)
                     Agreement)
</TABLE>

Address for Notices
________________________
________________________
Attention:
Phone:
Fax:


                                   Exh VII - 5
<PAGE>
                       SCHEDULE II TO ASSIGNMENT AGREEMENT

                                EFFECTIVE NOTICE

TO: ________________________, Assignor
    ________________________
    ________________________
    ________________________

TO: ________________________, Assignee
    ________________________
    ________________________
    ________________________

      The undersigned, as Agent under the Credit and Security Agreement dated as
of March 7, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among Allied Receivables Funding Incorporated (the
"Borrower"), Allied Waste North America, Inc., as initial Servicer, Blue Ridge
Asset Funding Corporation, Wachovia Bank National Association, individually and
as Agent, the Lenders from time to time parties thereto, the Lender Group Agents
from time to time party thereto and the Liquidity Banks from time to time
parties thereto, hereby acknowledges receipt of executed counterparts of a
completed Assignment Agreement dated as of ____________, 2003 between
__________________, as Assignor, and __________________, as Assignee. Terms
defined in such Assignment Agreement are used herein as therein defined.

      1. Pursuant to such Assignment Agreement, you are advised that the
Effective Date will be ______________, ____.

      2. Each of the undersigned hereby consents to the Assignment Agreement as
required by Section 12.1(b) of the Credit and Security Agreement.

      [3. PURSUANT TO SUCH ASSIGNMENT AGREEMENT, THE ASSIGNEE IS REQUIRED TO PAY
$____________ TO ASSIGNOR AT OR BEFORE 12:00 NOON (LOCAL TIME OF ASSIGNOR) ON
THE EFFECTIVE DATE IN IMMEDIATELY AVAILABLE FUNDS.]

                                       Very truly yours,

                                       WACHOVIA BANK,
                                       NATIONAL ASSOCIATION,
                                       as Agent


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


                                   Exh VII - 6
<PAGE>
                                       BLUE RIDGE ASSET FUNDING
                                       CORPORATION

                                       BY:   WACHOVIA BANK, NATIONAL
                                             ASSOCIATION,
                                             as attorney- in-fact

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


****[Borrower hereby consents to the foregoing assignment:

[BORROWER]

By: _____________________________________
Name: ___________________________________
Title: __________________________________]****


                                   Exh VII - 7
<PAGE>
                                  EXHIBIT VIII

                          CREDIT AND COLLECTION POLICY

                  See Exhibit V to Receivables Sale Agreement


                                    Exh VIII
<PAGE>
                                   EXHIBIT IX

                             FORM OF MONTHLY REPORT


                                     Exh IX
<PAGE>
                                   EXHIBIT X

                                   [RESERVED]


                                      Exh X
<PAGE>
                                   EXHIBIT XI

                         FORM OF PERFORMANCE UNDERTAKING

      This Performance Undertaking (this "Undertaking"), dated as of March 7,
2003, is executed by ALLIED WASTE INDUSTRIES, INC., a Delaware corporation (the
"Performance Guarantor") in favor of ALLIED RECEIVABLES FUNDING INCORPORATED, a
Delaware corporation (together with its successors and assigns, "Recipient ").

                                    RECITALS

      1. Allied Waste North America, Inc. and the other originators party
thereto (collectively, the "Originators"), and Recipient have entered into a
Receivables Sale Agreement, dated as of March 7, 2003 (as amended, restated or
otherwise modified from time to time, the "Sale Agreement"), pursuant to which
Originators, subject to the terms and conditions contained therein, are selling
and/or contributing their respective right, title and interest in their accounts
receivable to Recipient.

      2. Performance Guarantor directly or indirectly owns one hundred percent
(100%) of the capital stock of each of the Originators and Recipient, and each
of the Originators, and accordingly, Performance Guarantor, is expected to
receive substantial direct and indirect benefits from their sale or contribution
of receivables to Recipient pursuant to the Sale Agreement (which benefits are
hereby acknowledged).

      3. As an inducement for Recipient to acquire Originators' accounts
receivable pursuant to the Sale Agreement, Performance Guarantor has agreed to
guaranty the due and punctual performance by Originators of their obligations
under the Sale Agreement as well as Allied Waste North America, Inc.'s Servicing
Related Obligations (as hereinafter defined).

      4. Performance Guarantor wishes to guaranty the due and punctual
performance by Originators of their obligations to Recipient under or in respect
of the Sale Agreement, as provided herein.

                                    AGREEMENT

      NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

      Section 1. Definitions. Capitalized terms used herein and not defined
herein shall the respective meanings assigned thereto in the Sale Agreement or
the Credit and Security Agreement (as hereinafter defined). In addition:

Guaranteed Obligations: Collectively: all covenants, agreements, terms,
conditions and indemnities to be performed and observed by any Originator under
and pursuant to the Sale Agreement and each other document executed and
delivered by any Originator pursuant to the Sale Agreement, including, without
limitation, the due and punctual payment of all sums which are or may become due
and owing by any Originator under the Sale Agreement, whether for


                                   Exh XI - 1
<PAGE>
fees, expenses (including counsel fees), indemnified amounts or otherwise,
whether upon any termination or for any other reason and (ii) all obligations of
Allied Waste North America, Inc. ("AWNA"), as Servicer under the Credit and
Security Agreement, dated as of March 7, 2003 by and among Recipient, as
Borrower, the Servicer Parties, as Servicer, Blue Ridge Asset Funding
Corporation, the Liquidity Banks time to time party thereto, the Lender Group
Agents from time to time party thereto and Wachovia Bank, National Association,
as Agent (as amended, restated or otherwise modified, the "Credit and Security
Agreement" and, together with the Sale Agreement, the "Agreements") (all such
obligations under this clause (ii), collectively, the "Servicing Related
Obligations")

      Section 2. Guaranty of Performance of Guaranteed Obligations. Performance
Guarantor hereby guarantees to Recipient, the full and punctual payment and
performance by each Originator and AWNA of their respective Guaranteed
Obligations. This Undertaking is an absolute, unconditional and continuing
guaranty of the full and punctual performance of all Guaranteed Obligations of
each Originator and AWNA under the Agreements and each other document executed
and delivered by any Originator or AWNA pursuant to the Agreements and is in no
way conditioned upon any requirement that Recipient first attempt to collect any
amounts owing by any Originator or AWNA to any other Person or resort to any
collateral security, any balance of any deposit account or credit on the books
of Recipient in favor of any Originator, AWNA or any other Person or other means
of obtaining payment. Should any Originator or AWNA default in the payment or
performance of any of its Guaranteed Obligations, Recipient (or its assigns) may
cause the immediate performance by Performance Guarantor of the Guaranteed
Obligations and cause any payment Guaranteed Obligations to become forthwith due
and payable to Recipient (or its assigns), without demand or notice of any
nature (other than as expressly provided herein), all of which are hereby
expressly waived by Performance Guarantor. Notwithstanding the foregoing, this
Undertaking is not a guarantee of the collection of any of the Receivables and
Performance Guarantor shall not be responsible for any Guaranteed Obligations to
the extent the failure to perform such Guaranteed Obligations by any Originator
or AWNA results from Receivables being late, delinquent or uncollectible on
account of the insolvency, bankruptcy, payment behavior or lack of
creditworthiness of the related Obligor; provided that nothing herein shall
relieve any Originator or AWNA from performing in full its Guaranteed
Obligations under the Agreements or Performance Guarantor of its undertaking
hereunder with respect to the full performance of such duties.

      Section 3. Performance Guarantor's Further Agreements to Pay. Performance
Guarantor further agrees, as the principal obligor and not as a guarantor only,
to pay to Recipient (and its assigns), forthwith upon demand in funds
immediately available to Recipient, all reasonable costs and expenses (including
court costs and reasonable legal expenses) incurred or expended by Recipient in
connection with the Guaranteed Obligations, this Undertaking and the enforcement
thereof, together with interest on amounts recoverable under this Undertaking
from the time when such amounts become due until payment, at a rate of interest
(computed for the actual number of days elapsed based on a 360 day year) equal
to the Prime Rate plus 2% per annum, such rate of interest changing when and as
the Prime Rate changes.

      Section 4. Waivers by Performance Guarantor. Performance Guarantor waives
notice of acceptance of this Undertaking, notice of any action taken or omitted
by Recipient (or its assigns) in reliance on this Undertaking, and any
requirement that Recipient (or its assigns) be


                                   Exh XI - 2
<PAGE>
diligent or prompt in making demands under this Undertaking, giving notice of
any Termination Event, Amortization Event, other default or omission by any
Originator or asserting any other rights of Recipient under this Undertaking.
Performance Guarantor warrants that it has adequate means to obtain from each
Originator, on a continuing basis, information concerning the financial
condition of such Originator, and that it is not relying on Recipient to provide
such information, now or in the future. Performance Guarantor also irrevocably
waives all defenses (i) that at any time may be available in respect of the
Obligations by virtue of any statute of limitations, valuation, stay, moratorium
law or other similar law now or hereafter in effect or (ii) that arise under the
law of suretyship, including impairment of collateral. Recipient (and its
assigns) shall be at liberty, without giving notice to or obtaining the assent
of Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each Originator and AWNA and with
each other party who now is or after the date hereof becomes liable in any
manner for any of the Guaranteed Obligations, in such manner as Recipient in its
sole discretion deems fit, and to this end Performance Guarantor agrees that the
validity and enforceability of this Undertaking, including without limitation,
the provisions of Section 7 hereof, shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement relating thereto at any time; (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto, or any collateral securing
the Guaranteed Obligations or any part thereof; (c) any waiver of any right,
power or remedy or of any Termination Event, Amortization Event, or default with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto; (d) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any other
obligation of any person or entity with respect to the Guaranteed Obligations or
any part thereof; (e) the enforceability or validity of the Guaranteed
Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to the Guaranteed Obligations
or any part thereof; (f) the application of amounts which are not covered by
this Undertaking even though Recipient (or its assigns) might lawfully have
elected to apply such payments to any part or all of the payment Obligations of
such Originator or AWNA or to amounts which are not covered by this Undertaking;
(g) the existence of any claim, setoff or other rights which Performance
Guarantor may have at any time against any Originator or AWNA in connection
herewith or any unrelated transaction; (h) any assignment or transfer of the
Guaranteed Obligations or any part thereof; or (i) any failure on the part of
any Originator or AWNA to perform or comply with any term of the Agreements or
any other document executed in connection therewith or delivered thereunder, all
whether or not Performance Guarantor shall have had notice or knowledge of any
act or omission referred to in the foregoing clauses (a) through (i) of this
Section 4.

      Section 5. Unenforceability of Guaranteed Obligations Against Originators
or AWNA. Notwithstanding (a) any change of ownership of any Originator or AWNA
or the insolvency, bankruptcy or any other change in the legal status of any
Originator or AWNA; (b) the change in or the imposition of any law, decree,
regulation or other governmental act which does or might impair, delay or in any
way affect the validity, enforceability or the payment when due of the
Guaranteed Obligations; (c) the failure of any Originator, AWNA or Performance
Guarantor to maintain in full force, validity or effect or to obtain or renew
when required all governmental and other approvals, licenses or consents
required in connection with the Guaranteed Obligations or


                                   Exh XI - 3
<PAGE>
this Undertaking, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this
Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations
have become irrecoverable from any Originator for any other reason other than
final payment in full of the payment Obligations in accordance with their terms,
this Undertaking shall nevertheless be binding on Performance Guarantor. This
Undertaking shall be in addition to any other guaranty or other security for the
Guaranteed Obligations, and it shall not be rendered unenforceable by the
invalidity of any such other guaranty or security. In the event that
acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the insolvency, bankruptcy or reorganization of any Originator or
AWNA or for any other reason with respect to any Originator or AWNA, all such
amounts then due and owing with respect to the Guaranteed Obligations under the
terms of the Agreements, or any other agreement evidencing, securing or
otherwise executed in connection with the Guaranteed Obligations, shall be
immediately due and payable by Performance Guarantor.

      Section 6. Representations and Warranties. Performance Guarantor hereby
represents and warrants to Recipient that:

      (a) Existence and Standing. Performance Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation. Performance Guarantor is duly qualified to do business and is in
good standing as a foreign corporation, and has and holds all corporate power
and all governmental licenses, authorizations, consents and approvals required
to carry on its business in each jurisdiction in which its business is conducted
except where the failure to so qualify or so hold could not reasonably be
expected to have a Material Adverse Effect.

      (b) Authorization, Execution and Delivery; Binding Effect. The execution
and delivery by Performance Guarantor of this Undertaking, and the performance
of its obligations hereunder, are within its corporate powers and authority and
have been duly authorized by all necessary corporate action on its part. This
Undertaking has been duly executed and delivered by Performance Guarantor. This
Undertaking constitutes the legal, valid and binding obligation of Performance
Guarantor enforceable against Performance Guarantor in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

      (c) No Conflict; Government Consent. The execution and delivery by
Performance Guarantor of this Undertaking, and the performance of its
obligations hereunder do not contravene or violate (i) its certificate or
articles of incorporation or by- laws, (ii) any law, rule or regulation
applicable to it, (iii) any restrictions under any agreement, contract or
instrument to which it is a party or by which it or any of its property is
bound, or (iv) any order, writ, judgment, award, injunction or decree binding on
or affecting it or its property, and do not result in the creation or imposition
of any Adverse Claim on its assets, except, in any case, where such
contravention or violation or Adverse Claim could not reasonably be expected to
have a Material Adverse Effect.


                                   Exh XI - 4
<PAGE>
      (d) Financial Statements. The consolidated financial statements of
Performance Guarantor and its consolidated Subsidiaries dated as of December 31,
2002 heretofore delivered to Recipient have been prepared in accordance with
generally accepted accounting principles consistently applied and fairly present
in all material respects the consolidated financial condition and results of
operations of Performance Guarantor and its consolidated Subsidiaries as of such
dates and for the periods ended on such date. Since the later of (i) December
31, 2002 and (ii) the last time this representation was made or deemed made, no
event has occurred which would or could reasonably be expected to have a
Material Adverse Effect.

      (e) Taxes. Performance Guarantor has filed all United States federal tax
returns and all other tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by
Performance Guarantor or any of its Subsidiaries, except such taxes, if any, as
are being contested in good faith and as to which adequate reserves have been
provided. The United States income tax returns of Performance Guarantor have
been audited by the Internal Revenue Service through the fiscal year ended
December 31, 2002. No federal or state tax liens have been filed and no claims
are being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of Performance Guarantor in respect of any taxes or other
governmental charges are adequate.

      (f) Litigation and Contingent Obligations. Except as disclosed in the
filings made by Performance Guarantor with the Securities and Exchange
Commission, there are no actions, suits or proceedings pending or, to the best
of Performance Guarantor's knowledge, threatened against or affecting
Performance Guarantor or any of its properties, in or before any court,
arbitrator or other body, that could reasonably be expected to have a material
adverse effect on (i) the business, properties, condition (financial or
otherwise) or results of operations of Performance Guarantor and its
Subsidiaries taken as a whole, (ii) the ability of Performance Guarantor to
perform its obligations under this Undertaking, or (iii) the validity or
enforceability of any of this Undertaking or the rights or remedies of Recipient
hereunder. Performance Guarantor does not have any material Contingent
Obligations not provided for or disclosed in the financial statements referred
to in Section 6(d).

      Section 7. Subrogation. Notwithstanding anything to the contrary contained
herein, until the Guaranteed Obligations are paid in full, Performance
Guarantor: (a) will not enforce or otherwise exercise any right of subrogation
to any of the rights of Recipient or any of its assignees against any
Originator, (b) hereby waives all rights of subrogation (whether contractual,
under Section 509 of the Federal Bankruptcy Code, at law or in equity or
otherwise) to the claims of Recipient or any of its assignees against any
Originator and/or AWNA and all contractual, statutory or legal or equitable
rights of contribution, reimbursement, indemnification and similar rights and
"claims" (as that term is defined in the United States Bankruptcy Code) which
Performance Guarantor might now have or hereafter acquire against any Originator
and/or AWNA that arise from the existence or performance of Performance
Guarantor's obligations hereunder, (c) will not claim any setoff, recoupment or
counterclaim against any Originator and/or AWNA in respect of any liability of
Performance Guarantor to such Originator and/or AWNA and (d) waives any benefit
of and any right to participate in any collateral security which may be held by
Recipient or any of its assigns. The provisions of this Section 7 shall be
supplemental to and not in derogation of any rights and remedies of Recipient
under any separate


                                   Exh XI - 5
<PAGE>
subordination agreement which Recipient may at any time and from time to time
enter into with Performance Guarantor.

      Section 8. Termination of Performance Undertaking. Performance Guarantor's
obligations hereunder shall continue in full force and effect until all
Obligations are finally paid and satisfied in full and the Credit and Security
Agreement is terminated, provided that this Undertaking shall continue to be
effective or shall be reinstated, as the case may be, if at any time payment or
other satisfaction of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the bankruptcy, insolvency, or
reorganization of any Originator or AWNA or otherwise, as though such payment
had not been made or other satisfaction occurred, whether or not Recipient (or
its assigns) is in possession of this Undertaking. No invalidity, irregularity
or unenforceability by reason of the Federal Bankruptcy Code or any insolvency
or other similar law, or any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall
impair, affect, be a defense to or claim against the obligations of Performance
Guarantor under this Undertaking.

      Section 9. Effect of Bankruptcy. This Performance Undertaking shall
survive the insolvency of any Originator and/or AWNA and the commencement of any
case or proceeding by or against any Originator under the Federal Bankruptcy
Code or other federal, state or other applicable bankruptcy, insolvency or
reorganization statutes. No automatic stay under the Federal Bankruptcy Code
with respect to any Originator and/or AWNA or other federal, state or other
applicable bankruptcy, insolvency or reorganization statutes to which any
Originator is subject shall postpone the obligations of Performance Guarantor
under this Undertaking.

      Section 10. Setoff. Regardless of the other means of obtaining payment of
any of the Guaranteed Obligations, Recipient (and its assigns) is hereby
authorized at any time and from time to time, without notice to Performance
Guarantor (any such notice being expressly waived by Performance Guarantor) and
to the fullest extent permitted by law, to set off and apply any deposits and
other sums against the obligations of Performance Guarantor under this
Undertaking, whether or not Recipient (or any such assign) shall have made any
demand under this Undertaking and although such Obligations may be contingent or
unmatured.

      Section 11. Taxes. All payments to be made by Performance Guarantor
hereunder shall be made free and clear of any deduction or withholding. If
Performance Guarantor is required by law to make any deduction or withholding on
account of tax or otherwise from any such payment, the sum due from it in
respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, Recipient receive a net
sum equal to the sum which they would have received had no deduction or
withholding been made.

      Section 12. Further Assurances. Performance Guarantor agrees that it will
from time to time, at the request of Recipient (or its assigns), provide
information relating to the business and affairs of Performance Guarantor as
Recipient may reasonably request. Performance Guarantor also agrees to do all
such things and execute all such documents as Recipient (or its assigns) may
reasonably consider necessary to give full effect to this Undertaking and to
preserve the rights and powers of Recipient hereunder.


                                   Exh XI - 6
<PAGE>
      Section 13. Successors and Assigns. This Performance Undertaking shall be
binding upon Performance Guarantor, its successors and permitted assigns, and
shall inure to the benefit of and be enforceable by Recipient and its successors
and assigns. Performance Guarantor may not assign or transfer any of its
obligations hereunder without the prior written consent of each of Recipient and
the Agent. Without limiting the generality of the foregoing sentence, Recipient
may assign or otherwise transfer the Agreements, any other documents executed in
connection therewith or delivered thereunder or any other agreement or note held
by them evidencing, securing or otherwise executed in connection with the
Guaranteed Obligations, or sell participations in any interest therein, to any
other entity or other person, and such other entity or other person shall
thereupon become vested, to the extent set forth in the agreement evidencing
such assignment, transfer or participation, with all the rights in respect
thereof granted to Recipient he rein and Recipient hereby notifies Performance
Guarantor that, simultaneously herewith, Recipient is assigning all of its
right, title and interest, including, without limitation, its right to enforce
the obligations of Performance Guarantor hereunder, to the Agent.

      Section 14. Amendments and Waivers. No amendment or waiver of any
provision of this Undertaking nor consent to any departure by Performance
Guarantor therefrom shall be effective unless the same shall be in writing and
signed by Recipient, the Agent and Performance Guarantor. No failure on the part
of Recipient to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.

      Section 15. Notices. All notices and other communications provided for
hereunder shall be made in writing and shall be addressed as follows: if to
Performance Guarantor, at the address set forth beneath its signature hereto,
and if to Recipient, at the addresses set forth beneath its signature hereto, or
at such other addresses as each of Performance Guarantor or any Recipient may
designate in writing to the other. Each such notice or other communication shall
be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by
mail, three (3) Business Days after the time such communication is deposited in
the mail with first class postage prepaid or (3) if given by any other means,
when received at the address specified in this Section 15.

      Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
NEW YORK.

      Section 17. CONSENT TO JURISDICTION. EACH OF PERFORMANCE GUARANTOR AND
RECIPIENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
UNDERTAKING, THE AGREEMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION
THEREWITH OR DELIVERED THEREUNDER AND EACH OF THE PERFORMANCE GUARANTOR AND
RECIPIENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,


                                   Exh XI - 7
<PAGE>
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.

      Section 18. Bankruptcy Petition. Performance Guarantor hereby covenants
and agrees that, prior to the date that is one year and one day after the
payment in full of all outstanding Indebtedness of Recipient, it will not
institute against, or join any other Person in instituting against, Recipient
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.

      Section 19. Miscellaneous. This Undertaking constitutes the entire
agreement of Performance Guarantor with respect to the matters set forth herein.
The rights and remedies herein provided are cumulative and not exclusive of any
remedies provided by law or any other agreement, and this Undertaking shall be
in addition to any other guaranty of or collateral security for any of the
Guaranteed Obligations. The provisions of this Undertaking are severable, and in
any action or proceeding involving any state corporate law, or any state or
Federal Bankruptcy Code or any insolvency, reorganization or other law affecting
the rights of creditors generally, if the obligations of Performance Guarantor
hereunder would otherwise be held or determined to be avoidable, invalid or
unenforceable on account of the amount of Performance Guarantor's liability
under this Undertaking, then, notwithstanding any other provision of this
Undertaking to the contrary, the amount of such liability shall, without any
further action by Performance Guarantor or Recipient, be automatically limited
and reduced to the highest amount that is valid and enforceable as determined in
such action or proceeding. Any provisions of this Undertaking which are
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Unless otherwise
specified, references herein to "Section" shall mean a reference to sections of
this Undertaking.


                                   Exh XI - 8
<PAGE>
      IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to
be executed and delivered as of the date first above written.

                                       ALLIED WASTE INDUSTRIES, INC.

                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       Address for Notices:  ________________


                                   Exh XI - 9
<PAGE>
                                   EXHIBIT XII

                                   [RESERVED]


                                     Exh XII
<PAGE>
                                  EXHIBIT XIII

                            FORM OF REDUCTION NOTICE

                                [BORROWER'S NAME]

                                REDUCTION NOTICE
                           dated ______________, 20__
               for Aggregate Reduction on ________________, 20__

Wachovia Bank, National Association, as Agent
191 Peachtree Street, N.E., GA-8407
Atlanta, Georgia 30303

Attention: Elizabeth R. Wagner, Fax No. (404) 332-5152

[EACH LENDER GROUP AGENT]
[ADDRESSES]

Ladies and Gentlemen:

      Reference is made to the Credit and Security Agreement dated as of March
7, 2003 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among Allied Receivables Funding Incorporated (the
"Borrower"), Allied Waste North America, Inc., as initial Servicer, Blue Ridge
Asset Funding Corporation, Wachovia Bank National Association, individually and
as Agent, the Lenders from time to time parties thereto, the Lender Group Agents
from time to time party thereto and the Liquidity Banks from time to time
parties thereto. Capitalized terms defined in the Credit Agreement are used
herein with the same meanings.

      1. The [SERVICER, ON BEHALF OF THE] Borrower hereby certifies, represents
and warrants to the Agent and the Lenders that on and as of the date hereof,
this is the only Reduction Notice outstanding.

      2. The [SERVICER, ON BEHALF OF THE] Borrower hereby requests that the
following Loans be reduced on ___________, 20__ (the "Proposed Reduction") as
follows:

      (a)   Aggregate Reduction: $_____________.

      (b)   Lender Group Shares:

                  Blue Ridge Group: $_______________

                  [ADDITIONAL LENDER GROUPS]: $__________


                                  Exh XIII - 1
<PAGE>
      (c)   Loans to be reduced within each Lender Group:

            Lender Group:        __________________

            Loan[s]:             __________________

      IN WITNESS WHEREOF, the [SERVICER, ON BEHALF OF THE] Borrower has caused
this Borrowing Request to be executed and delivered as of this ____ day of
_________________, __________________.


                                       [_______________________, AS SERVICER,
                                       ON BEHALF OF:] ____________., as Borrower


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


                                  Exh XIII - 2
<PAGE>
                                   SCHEDULE A

       LENDER GROUPS, LENDER GROUP AGENTS, CONDUIT LENDERS, AND LIQUIDITY
                    BANKS AND COMMITMENTS OF LIQUIDITY BANKS

I.    Blue Ridge Group

Conduit Lender:                 Blue Ridge
Lender Group Agent:             Wachovia
Liquidity Banks:                Wachovia
Commitment:                     $175,000,000


                                      Sch A
<PAGE>
                                   SCHEDULE B

                     DOCUMENTS TO BE DELIVERED TO THE AGENT

                       ON OR PRIOR TO THE INITIAL PURCHASE

A. Documents to be Delivered on or Before The Closing Date.

      1. Executed copies of the Credit and Security Agreement, the Sale
Agreement, the Performance Undertaking, the Funding Indemnity Agreement and the
Fee Letter, each duly executed by the parties thereto.

      2. Copy of the Resolutions of the Board of Directors of each Loan Party
and Performance Guarantor, certified by its respective Secretary, authorizing
such Person's execution, delivery and performance of this Agreement and the
other documents to be delivered by it hereunder.

      3. Articles or Certificate of Incorporation of each Loan Party and
Performance Guarantor, certified by the Secretary of State of its jurisdiction
of incorporation on or within thirty (30) days prior to the initial Advance.

      4. Good Standing Certificate for each Loan Party and Performance Guarantor
issued by the Secretaries of State of its state of incorporation and each
jurisdiction where it has material operations, each of which is listed below:

            a.    Borrower:

            b.    Servicer:

            c.    Performance Guarantor:

      5. A certificate of the Secretary of each Loan Party and Performance
Guarantor certifying (i) the names and signatures of the officers authorized on
its behalf to execute this Agreement and any other documents to be delivered by
it hereunder and (ii) a copy of such Person's By-Laws.

      6. Pre-filing state and federal tax lien, judgment lien and UCC lien
searches against Borrower and each Originator from the following jurisdictions:

            a.    Borrower:

            b.    Allied Waste North America, Inc.:

            c.    [ORIGINATOR]:

            d.    [ORIGINATOR]:

      7. The Liquidity Agreement, duly executed by each of the parties thereto.


                                   Sch B - 1
<PAGE>
      8. If applicable, for each Lender that is not incorporated under the laws
of the United States of America, or a state thereof, two duly completed copies
of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable,
certifying in either case that such Lender is entitled to receive payments under
the Agreement without deduction or withholding of any United States federal
income taxes.

B. Documents to be Delivered on or Before the Initial Funding Date.

      1. Copies of proper financing statements, to be filed under the UCC on or
before the date of the initial Advance in all jurisdictions as may be necessary
or, in the opinion of the Agent, desirable, under the UCC of all appropriate
jurisdictions or any comparable law in order to perfect the interests
contemplated by this Agreement and the Sale Agreement.

      2. Proper UCC termination statements, if any, necessary to release all
security interests and other rights of any Person in the Receivables, Contracts
or Related Security previously granted by Borrower or any Originator.

      3. Executed copies of Collection Account Agreements for each Lock-Box and
Collection Account.

      4. A favorable opinion of legal counsel for Borrower, the Originators, the
Servicer and Performance Guarantor acceptable to the Agent which addresses the
following matters and such other matters as the Agent may reasonably request:

            (a) Each such Person is an entity duly organized, validly existing,
      and in good standing under the laws of the state of its formation.

            (b) Each such Person has all requisite authority to conduct its
      business in each jurisdiction where failure to be so qualified would have
      a material adverse effect on such entity's business.

            (c) The execution and delivery by each such Person of the
      Transaction Document to which it is a party and its performance of its
      obligations thereunder have been duly authorized by all necessary
      organizational action and proceedings on the part of such entity and will
      not:

                  (i) require any action by or in respect of, or filing with,
            any governmental body, agency or official (other than the filing of
            UCC financing statements); or

                  (ii) contravene, or constitute a default under, any provision
            of applicable law or regulation or of its articles or certificate of
            incorporation or bylaws or of any material agreement, judgment,
            injunction, order, decree or other instrument binding upon such
            Person.

            (d) Each of the Transaction Documents to which each such Person is a
      party has been duly executed and delivered by such entity and constitutes
      the legally valid, and binding obligation of such entity enforceable in
      accordance with its terms, except to the


                                    Sch B - 2
<PAGE>
      extent the enforcement thereof may be limited by bankruptcy, insolvency or
      similar laws affecting the enforcement of creditors' rights generally and
      subject also to the availability of equitable remedies if equitable
      remedies are sought.

            (e) The provisions of the Credit and Security Agreement are
      effective to create valid security interests in favor of the Agent, for
      the benefit of the Secured Parties, in all of Borrower's right, title and
      interest in and to the Receivables and Related Security described therein
      which constitute "accounts," "chattel paper" or "general intangibles"
      (each as defined in the UCC) (collectively, the "Opinion Collateral"), as
      security for the payment of the Obligations.

            (f) Each of the UCC-1 Financing Statements naming Borrower as
      debtor, and Agent, as secured party, to be filed in the filing offices, is
      in appropriate form for filing therein. Upon filing of such UCC-1
      Financing Statements in such filing offices and payment of the required
      filing fees, the security interest in favor of the Agent, for the benefit
      of the Secured Parties, in the Opinion Collateral will be perfected.

            (g) The UCC search reports set forth the proper filing office and
      the proper debtor necessary to identify those persons who under the
      Delaware UCC have on file financing statements against Borrower covering
      the Opinion Collateral as of the date of such reports. Such search reports
      identify no secured party who has filed a financing statement naming
      Borrower as debtor, and describing the Opinion Collateral.

            (h) No such Person is a "holding company" or a "subsidiary holding
      company" of a "holding company" within the meaning of the Public Utility
      Holding Company Act of 1935, as amended, or an "investment company" within
      the meaning of the Investment Company Act of 1940, as amended.

      5. A Compliance Certificate of Borrower and of the Performance Guarantor.

      6. A Monthly Report as at the close of business on the last Business Day
of the calendar month immediately preceding the month in which the Initial
Funding Date occurs.

      7. A pro forma balance sheet of Borrower as at the Business Day
immediately preceding the Initial Funding Date.

      8. Executed copies of (i) all consents from and authorizations by any
Persons and (ii) all waivers and amendments to existing credit facilities, that
are necessary in connection with this Agreement.

      9. If applicable, a direction letter executed by each of the Loan Parties
authorizing the Agent and Blue Ridge, and directing warehousemen to allow the
Agent and Blue Ridge to inspect and make copies from such Loan Party's books and
records maintained at off-site data processing or storage facilities.

C. Documents to be Delivered on or Before June 5, 2003.

      1. The Standstill Agreement, duly executed by each of the parties thereto.


Sch B - 3