exv10w1






EXHIBIT 10.1




SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




DATED AS OF MAY 30, 2008




AMONG




ALLIED RECEIVABLES FUNDING INCORPORATED,

as Borrower,




ALLIED WASTE NORTH AMERICA, INC.,

as Servicer,




ATLANTIC ASSET SECURITIZATION LLC,

as a Lender




CALYON NEW YORK BRANCH,

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




CALYON NEW YORK BRANCH, AS AGENT




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	Article I The Advances
	 	 	2	 
	Section 1.1 Credit Facility
	 	 	2	 
	Section 1.2 Increases
	 	 	3	 
	Section 1.3 Decreases
	 	 	3	 
	Section 1.4 Deemed Collections; Borrowing Limit
	 	 	3	 
	Section 1.5 Payment Requirements
	 	 	5	 
	Section 1.6 Ratable Loans; Funding Mechanics; Liquidity Fundings
	 	 	5	 
	Article II Payments and Collections
	 	 	6	 
	Section 2.1 Payment Obligations
	 	 	6	 
	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]
	 	 	9	 
	Section 3.3 CP Costs Payments
	 	 	9	 
	Section 3.4 Default Rate
	 	 	9	 
	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
	 	 	11	 
	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	 






i









 






	 	 	 	 	 
	 	 	 	Page	 
	Section 8.8 Servicer Covenants
	 	 	30	 
	Article IX Amortization Events
	 	 	31	 
	Section 9.1 Amortization Events
	 	 	31	 
	Section 9.2 Remedies
	 	 	33	 
	Article X Indemnification
	 	 	34	 
	Section 10.1 Indemnities by the Loan Parties
	 	 	34	 
	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
	 	 	42	 
	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
	 	 	44	 
	Section 11.8 Successors
	 	 	44	 
	Article XII Assignments; Participations
	 	 	45	 
	Section 12.1 Assignments
	 	 	45	 
	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
	 	 	47	 
	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
	 	 	51	 
	Section 14.11 Integration; Binding Effect; Survival of Terms
	 	 	51	 
	Section 14.12 Counterparts; Severability; Section References
	 	 	51	 
	Section 14.13 Calyon Roles
	 	 	52	 






ii









 






	 	 	 
	Exhibits	 	 
	 
	 	 
	Exhibit I

	 	Definitions
	 
	 	 
	Exhibit II

	 	Form of Borrowing Notice
	 
	 	 
	Exhibit III

	 	Originators, Jurisdiction of Organization, Places of
Business, Chief Executive Office, Locations of Records;
Federal Employer Identification Number(s), Other Names
	 
	 	 
	Exhibit IV

	 	Names of Collection Banks; Lock-Boxes & 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 Commitments of Liquidity Banks
	 
	 	 
	Schedule B

	 	Closing Documents
	 
	 	 
	Schedule C

	 	Originators
	 
	 	 
	Schedule D

	 	Excluded Commercial Management System Districts
	 
	 	 
	Schedule E

	 	Excluded InfoPro System Divisions
	 
	 	 
	Schedule F

	 	Excluded Trux Systems Divisions






iii









 






SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT




     THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”),
dated as of May 30, 2008 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) Atlantic Asset Securitization LLC (“Atlantic”), and



     (g) Calyon New York Branch, as agent for the Lender Group (as defined herein) of which
Atlantic is a party (in such capacity, the “Atlantic Agent”), as a Lender that is a member
of the Atlantic 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




     This Agreement amends and restates in its entirety that certain Amended and Restated Credit
and Security Agreement, dated as of May 30, 2006 (as amended supplemented and otherwise modified to
the date hereof), by and among the Borrower, Allied, the Conduit Lenders, the Liquidity Banks and
the Lender Group Agents from time to time thereto, VFCC and Wachovia Bank, National Association, as
agent thereunder for the Lender Groups, and



     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.



     Calyon has been requested and is willing to act as Agent on behalf of the Lenders in
accordance with the terms hereof.



Article I




The Advances




     Section 1.1 Credit Facility.



     (a) Upon the terms and subject to the conditions hereof, from time to time 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.



2









 





     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 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:




     (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



3









 






     (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




     (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



4









 




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 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.



5









 





     (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”):



     (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) 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 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,



6









 






     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,




     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,



7









 






     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.




     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.



8









 





     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.



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



9









 




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.



     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



10









 




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.



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



11









 




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.



     (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



12









 




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 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.




     (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, 2005, 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



13









 




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 May 30, 2006. Such capital stock is validly issued, fully paid and nonassessable, and there
are no options, warrants or other rights to acquire securities of Borrower.




     (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.



14









 





     (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.



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
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



15









 






     (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


(e) the Agent and each Lender Group Agent shall have received on or before the Closing Date those
documents listed on Schedule B hereto and identified therein as to be received on or before the
Closing 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



16









 






connection with any Transaction Document from any Person other than the Agent copies of
the same.




     (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)



17









 






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 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)



18









 




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
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



19









 




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 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



20









 






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 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









 






     (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 the
Borrower, relating to substantive consolidation issues as between the Borrower and the
Originators, 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









 






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









 




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)(vii), 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.



     (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 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.



24









 





     (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 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



25









 




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.
Notwithstanding the account information provided in the Form of Collection Account Agreement in
Exhibit VI, the account information for the Agent shall be as follows: (i) Bank Name:
Calyon, (ii) ABA Routing No.: 026008073, (iii) Credit Account No.: For credit to Atlantic Asset
Securitization LLC Account #01-25680-0001, (iv) Reference: Atlantic Asset Securitization LLC, (v)
Attention: Karen Lin and (vi) Tel: (212) 261-7183. Further, notwithstanding the mailing address
provided in the Form of Collection Account Agreement in Exhibit VI, the mailing address for
the Agent shall be as follows: Calyon New York Branch, Calyon Building, 1301 Avenue of the
Americas, New York, NY 10019, Attn: Bill Wood, Fax: (212) 459-3258. 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.



26









 





     (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 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




27











 




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.




     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;



28









 






     (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




     (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);



29









 






     (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;




     (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 the Excluded CMS Districts), the “InfoPro
System” (excluding the Excluded InfoPro System Divisions and InfoPro System obligations with
a class code of RESI) or the “TRUX System” (excluding the Excluded TRUX System Divisions) of
any Originator or any Servicer Party, on such “Commercial Management System” (excluding the
Excluded CMS Districts), the “InfoPro System” (excluding the Excluded InfoPro System
Divisions and InfoPro System obligations with a class code of RESI) or the “TRUX System”
(excluding the Excluded TRUX System Divisions) 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) 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 the Excluded CMS
Districts), the “InfoPro System” (excluding the Excluded InfoPro System Divisions and InfoPro
System obligations with a class code of RESI), or the “TRUX System” (excluding the Excluded TRUX
System Divisions) of any Originator or any Servicer Party, on such “Commercial Management System”
(excluding the Excluded CMS Districts), the “InfoPro System” (excluding the Excluded InfoPro System
Divisions and InfoPro System obligations with a class code of RESI) or the “TRUX System” (excluding
the Excluded Trux System Divisions) 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.



30









 





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 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,



31









 




“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 Article VI 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.



     (h) As at the end of any Calculation Period:




(i) the three-month rolling average Delinquency Ratio shall exceed 2.0%,




(ii) the three-month rolling average Default Ratio shall exceed 1.5%, or




(iii) the three-month rolling average Dilution Ratio shall exceed 4.5%.



     (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.



32









 





     (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:




     (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



33









 







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, 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;



34









 






     (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 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



35









 







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; and




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



     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



36









 







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 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



37









 







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 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



38









 







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.



     (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



39









 







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 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



40









 







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.



Article XI




The Agents




     Section 11.1 Authorization and Action.



     (a) Each Lender and each Lender Group Agent hereby designates and appoints Calyon 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.



41









 





     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.



     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



42









 







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).



     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.



43









 





     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.



     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 Calyon shall not voluntarily resign as the Agent so long as any of
the Liquidity Commitments remain in effect or Atlantic has any outstanding Loans. If the Agent
(other than Calyon) 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.



44









 





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.



     (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



45









 







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 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 and regrants to the Agent, for the benefit of the Secured



46









 







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.



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



47









 







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.



     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,



48









 







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.



     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



49









 







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 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 HERETO HEREBY ACKNOWLEDGES AND
AGREES THAT:



     (a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT,
AND, SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE
SITTING IN NEW YORK CITY, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY
OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY
INCONVENIENT FORUM TO MAINTENANCE OF SUCH ACTION OR PROCEEDING.



     (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE)



50









 







WITH RESPECT TO ITSELF OR IT PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT.



     Section 14.10 WAIVER OF JURY TRIAL.



     EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT
OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



     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.



51









 





     Section 14.13 Calyon Roles.



     Each of the Lender and each of the Lender Group Agents acknowledges that Calyon acts, or may
in the future act: (a) as administrative agent for Atlantic or any other Lender, (b) as an issuing
and paying agent for the Commercial Paper of Atlantic or any other Lender, (c) to provide credit or
liquidity enhancement for the timely payment for the Commercial Paper of Atlantic or any other
Lender, and/or (d) to provide other services from time to time for Atlantic or any other Lender
(collectively, the “Calyon 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
Calyon Roles and agrees that in connection with any Calyon Role, Calyon 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 Atlantic or any other Lender for whom Caylon is the
administrator, and the giving of notice of a mandatory purchase pursuant to the related Liquidity
Agreement or Liquidity Agreements.



     Section 14.14 Ordinary Course



     The Borrower represents and warrants that each remittance of principal or interest in respect
of the Loans by the Borrower to the Lenders hereunder will have been (i) in payment of debt
incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower
and (ii) made in ordinary course of business or financial affairs of the Borrower.



[signature pages follow]




52









 





     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,

as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ALLIED WASTE NORTH AMERICA, INC.,

as the Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






[additional signatures to follow]




[Signature Page to Second Amended and Restated Credit and Security Agreement]




 









 





	 	 	 	 	 	 	 	 	 
	 	 	ATLANTIC ASSET SECURITIZATION LLC,

as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Calyon New York Branch, as

Attorney-in-Fact	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH,

as Agent, Atlantic Group Agent and	 	 
	 	 	as Atlantic Liquidity Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 





[end of signatures]




[Signature Page to Second Amended and Restated Credit and Security Agreement]




 









 





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 #01-25680-0001 at Calyon New York Branch, ABA #026008073.



Aggregate Commitment: On any date of determination, the aggregate amount of the Liquidity
Banks’ Commitments to make Loans hereunder. As of May 30, 2008, the Aggregate Commitment is
$400,000,000.



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, such rate shall be equal to a rate
per annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent
(0.50%) above the Federal Funds Effective Rate (for purposes of determining the Alternate Base Rate
for any day, 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.




Exh I - 1









 







Alternative Borrowing Base: On any day, an amount equal to the Borrowing Base for such
day, calculated (i) without giving effect to the proviso clause following clause (xix) of the
definition of Eligible Receivable and (ii) by including only 60% of the aggregate Principal Balance
of all Forward Billed/Weekly Serviced Receivables that are Eligible Receivables in the Net Pool
Balance.



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.



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



Atlantic Group Agent: Calyon.



Atlantic Asset: Atlantic Asset Securitization LLC.



Atlantic Group: The Lender Group consisting of Atlantic Asset, the Atlantic Group Agent and
the Atlantic Liquidity Banks.



Atlantic Liquidity Agreement: That certain Second Amended and Restated Liquidity Purchase
Agreement, dated as of October 30, 2007, by and among Atlantic Asset, the financial institutions
from time to time party thereto and Calyon, as the same may be amended, modified, waived and/or
restated.



Atlantic Liquidity Bank: The financial institutions from time to time members of the
Atlantic Group as Liquidity Banks thereof and Calyon (in its capacity as initial Liquidity Bank for
the Atlantic Group).



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.



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.




Exh I - 2









 







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





     (i) the Atlantic Group: the amount, if any, by which (a) the CP Costs or Interest, as
applicable, for any Loan funded by the Atlantic Group which would have accrued during the
related Settlement Period on the prepayments of such Loans relating to such Settlement
Period, as applicable, had such prepayments not occurred, exceeds (b) the income, if any,
received by the Atlantic Group investing the proceeds of such prepayments; and




     (ii) any other Lender Group on any day, as defined in the related joinder agreement or
other document pursuant to which such Lender Group became party to the Agreement.




     All Broken Funding Costs shall be due and payable hereunder upon demand.


Business Day: Any day on which banks are not authorized or required to close in New York,
New York, Phoenix or Arizona, 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.



Calyon: Calyon New York Branch.



Change of Control: The acquisition by any Person, or two or more Persons acting in concert
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: May 30, 2008.



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.




Exh I - 3









 







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



Commitment Termination Date: May 29, 2009.



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


Exh I - 4









 






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





     (i) the Atlantic Group: to the extent that Atlantic funds a Loan for any Settlement
Period by issuing Commercial Paper, the rate (or if more than one rate, the weighted average
of the rates, and including all dealer fees related to such Commercial Paper of Atlantic and
all costs associated with funding small or odd lot amounts) at which Commercial Paper of
Atlantic having a term equal to such Settlement Period and to be issued to fund such Loan
may be sold by any placement agent or commercial paper dealer selected by the Atlantic Group
Agent on behalf of Atlantic, as agreed between each such agent or dealer and the Atlantic
Group Agent and notice of which has been given by the Agent to the Servicer; provided if the
rate (or rates) as agreed between any such agent or dealer and the Atlantic Group Agent for
any Settlement Period for any Loan is a discount rate (or rates), then such rate shall be
the rate (or if more than one rate, the weighted average of the rates) resulting from
converting such discount rate (or rates) to an interest-bearing equivalent rate per annum;
and




     (ii) any other Lender Group on any day, as defined in the related joinder agreement or
other document pursuant to which such Lender Group became party to the Agreement.


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).




Exh I - 5









 







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, a rate per annum equal to the sum of (i)
the Alternate Base Rate for such Lender 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.



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 (1) the aggregate sales generated by the Originators during the Calculation Period
ending on such Cut-Off Date by (2) 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) the Stress Factor 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.



Exh I - 6









 




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





     (i) the Atlantic Group: with respect to any Person means the lowering of the rating
with regard to the short-term securities of such Person to below (i) A-1 by S&P, (ii) P-1 by
Moody’s or (iii) F1 by Fitch Ratings; and




     (ii) any other Lender Group on any day, as defined in the related joinder agreement or
other document pursuant to which such Lender Group became party to the Agreement.


Eligible Assignee: For





     (i) the Atlantic 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, (ii) P-1 by Moody’s and (iii) F1 by Fitch Ratings;
and




     (ii) any other Lender Group on any day, as defined in the related joinder agreement or
other document pursuant to which such Lender Group became party to the Agreement.


Eligible Municipal Contract: Any Contract, the Obligor of which is an Eligible Municipal
Obligor, and that (1) 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 (2) 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, the Servicer shall have used its best
efforts to have such provisions removed, revised, amended or otherwise modified, or to obtain any
necessary consents, to permit the assignment of such Contract to the Borrower and its assigns, and
if such efforts have been unsuccessful, the Servicer shall have notified the Agent and each Lender
Group Agent of such efforts, the failure of such efforts and identified such Contract by Obligor
and, following receipt of such notice, the Agent and each Lender Group Agent shall have notified
the Borrower and the Servicer that such Contract shall be an 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


Exh I - 7









 






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,




     (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



Exh I - 8









 







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 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. For the avoidance of doubt, any Forward
Billed/Weekly Serviced Receivable that satisfies all other requirements of this definition
of Eligible Receivable shall be an Eligible Receivable, but no other Forward Billed
Receivable shall be an Eligible Receivable,




     (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



Exh I - 9









 






     (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; provided, however, on any day on which both (1) the Leverage Ratio
does not exceed the applicable Leverage Ratio Trigger and (2) Liquidity equals or exceeds
$80,000,000: (a) clauses (i), (ii), (iv) and (xvii) shall not apply; and (b) the following
additional clauses shall apply:




     (xx) 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) a Municipal Obligor; or (E) a
Federal Government Obligor;




     (xxi) either (A) 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 or (B) such Receivable
is a Monthly Forward Billed Receivable or a Forward Billed/Weekly Serviced Receivable, but
no other Forward Billed Receivable shall be an Eligible Receivable.


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



Exh I - 10









 







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 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.


Excluded CMS Districts: The Commercial Management System Districts set forth on Schedule D
to this Agreement, as such schedule may be modified from time to time in writing by the Borrower,
the Lender Group Agents and the Agent.



Excluded InfoPro System Divisions: The InfoPro System Divisions set forth on Schedule E to
this Agreement, as such schedule may be modified from time to time in writing by the Borrower, the
Lender Group Agents and the Agent.



Excluded Trux System Divisions: The Trux System Divisions set forth on Schedule F
to this Agreement, as such schedule may be modified from time to time in writing by the Borrower,
each Originator, each Lender Group Agent and the Agent.



Facility Accounts: (i) Borrower’s account no. 639254986 at JPMorgan Chase Bank, National
Association and (ii) Borrower’s account no. 9428445837 at Bank of America, National Association.



Facility Termination Date: The earliest of (i) the Liquidity Termination Date, (ii) the
Amortization Date and (iii) May 29, 2009.”



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, including any Loan made by
such Lender Group that is made by the related 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 one and one-half percent (1.5%) 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.




Exh I - 11









 







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.



Fitch Ratings: Fitch, Inc.



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.



Forward Billed Receivable: Any Receivable as to which a bill or invoice for services is
sent to the related Obligor prior to the rendering of the related service by the related
Originator.



Forward Billed/Weekly Serviced Receivable: Any Monthly Forward Billed Receivable as to
which the services to which such bill or invoice relates are rendered to the related Obligor on at
least a weekly basis.



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 Indemnification Agreement: That certain Funding Indemnification Agreement, dated
as of September 30, 2004, 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.




Exh I - 12









 







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).



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 (i) any Lender Group on any day





     (A) 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
related Lender Group Agent and Borrower, commencing on a Business Day selected by Borrower
or such Lender 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




     (B) 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 related Lender
Group 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.



Exh I - 13









 




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 and each Lender Group, the product (expressed
as a percentage) of (i) the Stress Factor times (ii) the applicable Alternate Base Rate as
of the immediately preceding Cut-Off 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.



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.



Leverage Ratio: Has the meaning given such term in that certain Credit Agreement dated as
of July 21, 1999, as amended and restated as of March 21, 2005, among Allied Waste Industries,
Inc., Allied Waste North America, Inc., JPMorgan Chase Bank, N.A., Citicorp North America, Inc.,
and UBS Securities LLC, Credit Suisse First Boston, Acting through its Cayman Islands branch,
Wachovia Bank, National Association, Deutsche Bank Trust Company Americas and Fleet National Bank,
(without taking into account any modification, restatement or amendment thereto unless such
modification, restatement or amendment is consented to in writing by the Agent).



Leverage Ratio Trigger: As of the last day of any fiscal quarter ending during any period
set forth below, the ratio set forth opposite such period:





Exh I - 14












 





	 	 	 
	Period 	 	Ratio
	July 1, 2007 through December 31, 2008

	 	4.75 to 1.00
	January 1, 2009 through June 30, 2009

	 	4.50 to 1.00
	July 1, 2009 through December 31, 2009

	 	4.25 to 1.00
	January 1, 2010 and thereafter

	 	3.75 to 1.00






LIBO Rate: For any Lender Group on any day and 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 such Lender 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
(2) 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 applicable Lender Group Agent, at approximately
10:00 a.m.(New York City time), two (2) 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 applicable Lender 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 such Lender Group.



In any such case, 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: As of any date, the unused Revolving Commitments as of such date.



Liquidity Agreement: For the Atlantic Group, the Atlantic Liquidity Agreement, and for any
other Lender Group, as defined in the related Assignment Agreement.



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



Liquidity Commitment: As to each Liquidity Bank, its commitment under the related
Liquidity Agreement (which for Atlantic 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).



Exh I - 15









 





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:




     (i) the date on which such Lender Group’s Liquidity Banks’ Liquidity Commitments
expire, cease to be available to the applicable Conduit or otherwise cease to be in full
force and effect; or




     (ii) the date on which a Downgrading Event with respect to a related 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 applicable 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
the Conduit 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)
the Stress Factor, 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, 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.



Exh I - 16









 





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



Monthly Forward Billed Receivable: Any Forward Billed Receivable as to which the related
bill or invoice is for services to be rendered no later than one (1) month after the related
invoice or billing date.



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, 10%.



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, Moody’s or Fitch 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, P-3 by Moody’s or F3 by Fitch.



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,
Moody’s and Fitch (or in the absence thereof, the equivalent long term unsecured senior debt
ratings), shall be determined according to the following table, unless such Obligor is a Special
Obligor subject to a Special Concentration Limit:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allowable % of
	S&P Rating	 	Moody’s Rating	 	Fitch Rating	 	Eligible Receivables
	A-1+
	 	P-1	 	F1+	 	2%
	A-1
	 	P-1	 	F1	 	2%





Exh I - 17









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Allowable % of
	S&P Rating	 	Moody’s Rating	 	Fitch Rating	 	Eligible Receivables
	A-2
	 	P-2	 	F2	 	2%
	A-3
	 	P-3	 	F3	 	2%
	Below A-3 or Not Rated by S&P, Moody’s or Fitch
	 	Below P-3 or Not Rated by S&P, Moody’s or Fitch	 	Below F3 or Not Rated by S&P, Moody’s or Fitch	 	The Unrated Obligor Concentration Limit






provided, however, that (A) if any Obligor has a split rating, the applicable rating will
be the lower of the two and (B) if any Obligor is not rated by either S&P, Moody’s or Fitch, the
applicable Obligor Concentration Limit shall be the one set forth in the last line of the table
above.



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 Amended and Restated 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.



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.



Exh I - 18









 





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



Prime Rate: For any Lender Group on any day, a rate per annum equal to the prime rate of
interest announced from time to time by the related Lender Group Agent (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





     (i) the Atlantic Group: that Atlantic has received any required written notice from
S&P, Fitch Ratings 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 Atlantic’s Commercial Paper; and




     (ii) any other Lender Group on any day, as defined in the related joinder agreement
pursuant to which such Lender Group became party to the Agreement.



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 all other obligations of each Obligor in respect
thereto, and further includes, without limitation, the obligation to pay any Finance Charges and
sales or use taxes 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 either an Originator’s (or the Servicer’s) (i)
“Commercial Management System”, excluding the Excluded CMS Districts; (ii) “InfoPro System”,
excluding the Excluded InfoPro System Divisions and InfoPro System obligations with a class code of
RESI or (iii) “Trux System”, excluding the Excluded Trux System Divisions. Indebtedness and other
rights



Exh I - 19









 







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 March 7,
2003, 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).



Reinvestment: As defined in Section 2.2(a) of this Agreement.



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,




     (iv) all service contracts and other contracts and agreements associated with such
Receivable, and



Exh I - 20









 






     (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 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 sum of
the percentages by which each Special Concentration Limit exceeds the Obligor Concentration Limit
that would have been applicable to the related Obligor if such Special Concentration Limit did not
apply (for example, if the Special Concentration Limit for an Obligor is 2% and the Obligor
Concentration Limit that would have been applicable to such Obligor if no Special Concentration
Limit was established is 1%, the excess for purposes of this subclause (ii) would be 1%), (iii) the
Federal Government Concentration Limit, (iv) the Municipal Obligor Offset Percentage, (v) 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).



Revolving Commitment: Has the meaning given such term in that certain Credit Agreement
dated as of July 21, 1999, as amended and restated as of March 21, 2005, among Allied Waste
Industries, Inc., Allied Waste North America, Inc., JPMorgan Chase Bank, N.A., Citicorp North
America, Inc., and UBS Securities LLC, Credit Suisse First Boston, Acting through its Cayman
Islands branch, Wachovia Bank, National Association, Deutsche Bank Trust Company Americas and Fleet
National Bank, (without taking into account any modification, restatement or



Exh I - 21









 







amendment thereto unless such modification, restatement or amendment is consented to in writing by
the Agent).



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.



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: 1.00% per annum.



Servicing Reserve: For any Calculation Period, the product (expressed as a percentage) of
the product 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 times (iii) the Stress Factor.



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



Exh I - 22









 





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.



Special Concentration Limit: At any time for a Special Obligor, in relation to the
aggregate outstanding Balance of Receivables owed by such Special Obligor and its Affiliates (if
any), the applicable concentration limit established for such Special Obligor by the Agent and
communicated in writing to Borrower; provided, however that the establishment and
maintenance of any such Special Concentration Limit shall be subject to the satisfaction of the
Rating Agency Condition and/or an increase in the percentage set forth in clause (i) of the
definition of “Required Reserve Factor Floor; provided, further, however, 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.



Special Obligor: Any Obligor, together with its Affiliates that may from time to time be
identified as a “Special Obligor” in a written notice from the Agent to the Loan Parties;
provided, however, that the designation of any Obligor as a Special Obligor is within the
sole discretion of the Agent.



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



Stress Factor: 2.25.



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
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).



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 Indemnification 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.



Exh I - 23









 





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, 1%.



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 - 24









 








EXHIBIT II




FORM OF BORROWING NOTICE




[Borrower’s Name]




BORROWING NOTICE

dated                     , 20___

for Borrowing on                                         , 20___




Calyon New York Branch

1301 Avenue of the Americas

New York, NY 10019

Attention: Bill Wood




[Each Lender Group Agent] [                    ], Fax No. (___)                     

[addresses]



Ladies and Gentlemen:



     Reference is made to the Second Amended Credit and Security Agreement dated as of May 30, 2008
(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, Atlantic Asset Securitization LLC, Calyon New York Branch, 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;



     (d) the Facility Termination Date has not occurred; and



Exh II - 1









 





     (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 Atlantic (or their
respective Liquidity Banks) make an Advance on                     , 20___(the “Borrowing Date”) as
follows:



     (a) Aggregate Amount of Advance: $                    .



     (b) Lender Group Shares:




               Atlantic 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









 








EXHIBIT III




Originators, Jurisdiction of Organization, Places of Business, Chief Executive Office,

Locations of Records, Federal Employer Identification Number(s), Other Names




(Attached)





Exh III









 








EXHIBIT IV




Names of Collection Banks; Lock-Boxes & Collection Accounts




(Attached)





Exh IV - 1









 








EXHIBIT V




FORM OF COMPLIANCE CERTIFICATE





			
	To:	 	Calyon New York Branch, as Agent

[each Lender Group Agent]





     This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated
Credit and Security Agreement dated as of May 30, 2008 (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, Atlantic Asset
Securitization LLC, Calyon New York Branch, 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] The Performance Guarantor is in compliance
with each term, provision or condition contained in Article VI of the Senior Credit Agreement.]



     [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









 





     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









 





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









 








EXHIBIT VI




FORM OF COLLECTION ACCOUNT AGREEMENT




COLLECTION ACCOUNT AGREEMENT




                                        , 2006




[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









 






     (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 Variable Funding Capital Company LLC
Account #2000010384921
	 	Reference:
	 	VFCC/[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









 







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









 





	 	 	 	 	 	 	 
	 	 	[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









 








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                     , 20[ ] (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,	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH,

as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Annex A - 1









 





SCHEDULE 1




	 	 	 
	 	Lock-Box Post Office Address
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 






Annex A - 2









 








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 Second Amended and Restated Credit and Security Agreement dated as of
May 30, 2008 (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, Atlantic Asset Securitization LLC, Calyon
New York Branch, 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 Atlantic, 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,



Exh VII - 1









 







received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and
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, Atlantic, Borrower or any other



Exh VII - 2









 







Liquidity Bank or Lender and based on such documents and information as it shall deem
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 Atlantic, it will
not institute against, or join any other Person in instituting against, Atlantic 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









 





     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









 






SCHEDULE I TO ASSIGNMENT AGREEMENT




LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS




Date:     
                , ______




Transferred Percentage:    
                 %




	 	 	 	 	 	 	 	 	 
	 	 	A-1	 	A-2	 	B-1	 	B-2
	Assignor

	 	Commitment (prior to giving effect to the Assignment
Agreement)
	 	Commitment (after
giving effect to
the Assignment
Agreement)
	 	Outstanding
principal (if any)
	 	Ratable Share of
Outstanding
principal






	 	 	 	 	 	 	 	 	 
	 	 	A-1	 	A-2	 	B-1	 	B-2
	Assignee

	 	Commitment (prior
to giving effect to
the Assignment
Agreement)
	 	Commitment (after
giving effect to
the Assignment
Agreement)
	 	Outstanding
principal (if any)
	 	Ratable Share of
Outstanding
principal






Address for Notices




	 	 	 
	 


	 	 
	Attention:
	 	 
	Phone:
	 	 
	Fax:
	 	 






Exh VII - 5









 






SCHEDULE II TO ASSIGNMENT AGREEMENT




EFFECTIVE NOTICE




	 	 	 	 	 
	TO:

	 	 	,	 Assignor
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	TO:

	 	 	,	 Assignee
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





     The undersigned, as Agent under the Second Amended and Restated Credit and Security Agreement
dated as of May 30, 2008 (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, Atlantic Asset Securitization LLC, Calyon
New York Branch, 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                     , [       ] 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,	 	 
	 
	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH,

as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exh VII - 6









 





	 	 	 	 	 	 	 
	 	 	ATLANTIC ASSET SECURITIZATION LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	CALYON NEW YORK BRANCH,

as attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 





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




	 	 	 	 	 
	[BORROWER]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	
]****	 
	 

	 	 

	 	 







Exh VII - 7









 








EXHIBIT VIII




CREDIT AND COLLECTION POLICY




See Exhibit V to Receivables Sale Agreement




Exh VIII









 





EXHIBIT IX




FORM OF MONTHLY REPORT




[attached]





Exh IX









 








EXHIBIT X




[Reserved]





Exh X









 








EXHIBIT XI




FORM OF PERFORMANCE UNDERTAKING




     This Performance Undertaking (this “Undertaking”), dated as of May 30, 2006, 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 an Receivables Sale Agreement, dated as of
May 30, 2006 (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









 







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 Amended and Restated Credit and Security Agreement, dated
as of May 30, 2006 by and among Recipient, as Borrower, the Servicer Parties, as Servicer, Variable
Funding Capital Company LLC, 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









 







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









 







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









 





     (d) Financial Statements. The consolidated financial statements of Performance
Guarantor and its consolidated Subsidiaries dated as of December 31, 2005 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, 2005 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, 2005. 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









 







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









 





     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 herein 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









 







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









 





     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









 








EXHIBIT XII




[Reserved]





Exh XII









 








EXHIBIT XIII




FORM OF REDUCTION NOTICE





 



[Borrower’s Name]




REDUCTION NOTICE

dated                     , 20___

for Aggregate Reduction on                     , 20___




Calyon New York Branch, as Agent

Calyon Building

1301 Avenue of the Americas

New York, New York 10019

Attention: Bill Wood

Fax No. (212) 459-3258




[Each Lender Group Agent]

[addresses]




Ladies and Gentlemen:



     Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of
May 30, 2008 (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, Atlantic Asset Securitization LLC, Calyon New York
Branch, 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:



          Atlantic Group: $                    




          [additional Lender Groups]: $                    




Exh XIII - 1









 





     (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









 








SCHEDULE A




LENDER GROUPS, LENDER GROUP AGENTS, CONDUIT LENDERS, AND 

LIQUIDITY BANKS AND COMMITMENTS OF LIQUIDITY BANKS




I. Atlantic Group




	 	 	 
	Conduit Lender:

	 	Atlantic Asset Securitization LLC
	 
	 	 
	Lender Group Agent:

	 	Calyon New York Branch
	 
	 	 
	Liquidity Banks:

	 	Calyon New York Branch
	 
	 	 
	Commitment:

	 	$400,000,000     







Sch A - 1









 




SCHEDULE B

CLOSING DOCUMENTS



	 	 	 
	KEY:	 	 
	Originators-to be updated on a Schedule A
	 	Atlantic Asset Securitization LLC (“Atlantic”)
	Borrower -Allied Receivables Funding Incorporated (“Receivables”)
	 	Hunton & Williams (“HW”)
	Servicer — Allied Waste North America, Inc. (“Servicer”)
	 	Mayer Brown (“MB”)
	Performance Guarantor — Allied Waste Industries, Inc.
	 	JPMorgan Chase Bank, National Association (“JPM”)
	(“Performance Guarantor”)
	 	Bank of America, National Association (“BofA”)
	Agent
— Calyon New York Branch (“Calyon”)
	 	Wachovia Bank, National Association (“Wachovia”)
	 
	 	Variable Funding Capital Company (“VFCC”)





Agreements



	 	 	 	 	 
	 	 	Signatories/	 	Responsible
	Document	 	Status	 	Party
	Second Amended and Restated Credit and Security Agreement (“CSA”)	 	o Receivables 

o Servicer (AWNA)
	 	HW
	 
	 	o Atlantic	 	 
	 
	 	o Calyon	 	 
	 
	 	 	 	 
	Exhibit I (Definitions)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit II (Form of Borrowing Notice)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit III (Originators; Jurisdiction
of Organization; Places of Business;
Location(s) of Records; FEIN; Other
Names)
	 	o
	 	MB
	 
	 	 	 	 
	Exhibit IV (Names of Collection Banks;
Collection Accounts)
	 	o
	 	MB
	 
	 	 	 	 
	Exhibit V (Form of Compliance
Certificate)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit VI (Form of Collection Account
Agreement)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit VII (Form of Assignment
Agreement)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit VIII (Credit and Collection
Policy)
	 	o
	 	MB
	 
	 	 	 	 
	Exhibit IX (Form of Monthly Report)
	 	o
	 	Calyon
	 
	 	 	 	 
	Exhibit X (Reserved)
	 	N/A	 	 
	 
	 	 	 	 
	Exhibit XI (Form of Performance
Undertaking)
	 	o
	 	HW
	 
	 	 	 	 
	Exhibit XII (Reserved)
	 	N/A	 	 
	 
	 	 	 	 
	Exhibit XIII (Form of Reduction Notice)
	 	o
	 	HW
	 
	 	 	 	 
	Schedule A (Lender Groups, Lender
Group Agents, Conduit Lenders and
Liquidity Banks and Related
Commitments)
	 	o
	 	HW





Sch B - 1








 





	 	 	 	 	 
	 	 	Signatories/	 	Responsible
	Document	 	Status	 	Party
	Schedule B (Closing Documents)
	 	o
	 	HW
	 
	 	 	 	 
	Schedule C (Originators)
	 	o
	 	Servicer
	 
	 	 	 	 
	Schedule D (Excluded Commercial
Management System Districts)
	 	o
	 	Servicer
	 
	 	 	 	 
	Schedule E (Excluded InfoPro System
Divisions)
	 	o
	 	Servicer
	 
	 	 	 	 
	Schedule F (Excluded Trux Systems
Divisions)
	 	o
	 	Servicer
	 
	 	 	 	 
	Amendment to Second Amended and Restated
Liquidity Asset Purchase Agreement (“LAPA”)

*(Delivered to applicable parties under
separate cover)
	 	o Calyon New York Branch

o Atlantic Asset Securitization LLC
	 	HW
	 
	 	 	 	 
	Termination of Wachovia’s LAPA
	 	o Wachovia
	 	Wachovia
	*(Delivered to applicable parties under
separate cover)
	 	o VFCC	 	 
	 
	 	 	 	 
	Fourth Amended and Restated Fee Letter
	 	o Calyon
	 	HW
	 
	 	o Atlantic	 	 
	 
	 	o Servicer	 	 
	 
	 	o Receivables	 	 
	 
	 	 	 	 
	Assignment from Wachovia, as Agent, to
Calyon, waiver by Allied, purchase of VFCC’s
receivables by Atlantic, amendment to
Performance Undertaking, the Funding
Indemnification Agreement and the
Receivables Sale Agreement
	 	o Atlantic

o Calyon

o Originators

o Servicer

o Receivables

o Calyon

o Performance Guarantor

o Wachovia

o VFCC
	 	HW
	 
	 	 	 	 
	Notice and Waiver for Bank of America
Blocked Account Agreement
	 	o BofA 

o Originators

o Calyon

o Receivables

o Servicer

o Wachovia

	 	HW
	 
	 	 	 	 
	Amendment and Assignment for JPM Collection
Account Agreement
	 	o Calyon 

o JPM

o Receivables

o Servicer

o Originators

o Wachovia
	 	HW
	 
	 	 	 	 
	Compliance Certificate
	 	o Servicer
	 	MB




Sch B - 2








 






	 	 	 	 	 
	 	 	Signatories/	 	Responsible
	Document	 	Status	 	Party
	UCC-3 Financing Statements showing Calyon as
the Secured Party/Assignee to UCC-1
Financing Statements that show Originators
as Debtors, Receivables as Secured
Party/Assignor and Wachovia, as Agent for
the benefit of the Secured Parties, as
Secured Party/Assignee

	 	o
	 	HW
	 
	 	 	 	 
	UCC-3 Financing Statement showing Calyon as
the Secured Party to UCC-1 Financing
Statement that shows Receivables as debtor
and Wachovia, as Agent for the Secured
Parties, as Secured Party to be filed in: DE

	 	o
	 	HW
	 
	 	 	 	 
	Due Authorization, Execution, Delivery and
Enforceability and other Corporate Matters
Opinion

	 	o MB
	 	MB
	 
	 	 	 	 
	Opinion with respect to UCC-3s

	 	o MB
	 	MB
	 
	 	 	 	 
	Internal Counsel Opinion

	 	o Servicer
	 	Servicer







Sch B - 3









 








SCHEDULE C




Originators




(See the list of Originators set forth on Exhibit III)




Sch C - 1









 





SCHEDULE D




EXCLUDED COMMERCIAL MANAGEMENT SYSTEM DISTRICTS




Commercial Management System Districts 418 and 777




Sch D - 1









 





SCHEDULE E




EXCLUDED INFOPRO SYSTEM DIVISIONS




InfoPro System Divisions 176, 259, 274, 289, 293, 309, 330, 355, 381, 397, 416, 457, 458, 465, 

479, 482, 746, 747, 777, 778, 784, 786, 789, 790, 815, 817, 819, 828, 861, 881, 893, 901, 905, 

909, 926, 929, 958, 960, 984, 985, 996 and D20




Sch E - 1









 





(See the list of Originators set forth on Exhibit III)




Sch E - 2









 





Schedule F




Excluded Trux System Divisions 178, 208, 310, 329, 515, 721, 773, 776, 801, 936, 958, 986, 

958R, F36, F38, F39, F73, L29, L30, L44, R97, T32, T32D, T35, T35A, T37, T92C, U12, U60, 

U61 AND U87





Sch F - 1