SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

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

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.

      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

     (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

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.

     (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,

      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,

      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 3 ^rd Business Day immediately preceding each Monthly Reporting Date, the Lender Group Agent on behalf of each Lender Group shall (a) calculate, for the Calculation Period then most recently ended, the following amounts for the related Lender Group: (i) the CP Costs applicable to all CP Rate Loans for the related Conduit for such Calculation Period, (ii) the aggregate amount of Interest applicable to all Liquidity Fundings for such Lender Group for such Calculation Period, (iii) the fees payable to such Lender Group for such Calculation Period, (iv) any Broken Funding Costs for such Lender Group for such Calculation Period, and (v) any other amounts payable to such Lender Group hereunder for such Calculation Period and (b) notify Borrower in writing of each such amount (and how such amount was calculated) on such day.

Article III

Conduit Funding

      Section 3.1 CP Costs .

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

      Section 3.2 [Reserved] .

      Section 3.3 CP Costs Payments .

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

      Section 3.4 Default Rate .

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

Article IV

Liquidity Bank Funding

      Section 4.1 Liquidity Bank Funding.

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

      Section 4.2 Interest Payments .

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

      Section 4.3 Selection and Continuation of Interest Periods .

     (a) Subject to the provisions of Section 1.2 and 1.6(c) relating to Loans made by any Lender, Borrower shall from time to time request Interest Periods for the Liquidity Fundings of a Lender Group by providing notice to the related Lender Group Agent in accordance with the provisions of Section 4.4 , provided that if at any time any Liquidity Funding is outstanding for a Lender Group, Borrower shall always request Interest Periods for such Lender Group such that at

least one Interest Period for such Lender Group shall end on the next succeeding Settlement Date; provided , further , that if no Interest Period is so selected, the Interest Period shall be one month.

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

      Section 4.4 Liquidity Bank Interest Rates .

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

      Section 4.5 Suspension of the LIBO Rate .

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

     (b) If less than all of the Liquidity Banks of a Lender Group give a notice to the applicable Lender Group Agent pursuant to Section 4.5(a) , then each Liquidity Bank which gave such a notice or requested such reimbursement or indemnity shall be obligated, at the request of Borrower to assign all of its rights and obligations hereunder to (A) another Liquidity Bank that is a member of the related Lender Group Agent, if such Liquidity Bank accepts such assignment or (B) another entity nominated by Borrower or the related Lender Group Agent that is an

Eligible Assignee willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; provided that (1) the notifying Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of all Obligations owing to it (whether due or accrued), (2) the replacement Liquidity Bank otherwise satisfies the requirements of Section 12.1(b) and (3) such replacement Liquidity Bank shall be satisfactory to the Agent and the related Lender Group Agent.

      Section 4.6 Default Rate .

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

Article V

Representations and Warranties

      Section 5.1 Representations and Warranties of the Loan Parties .

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

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

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

     (c)  No Conflict . The execution and delivery by such Loan Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Loan Party or its Subsidiaries (except as created hereunder) except, in any case, where such

contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

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

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

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

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

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

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

     (j)  Perfection . This Agreement is effective to create a valid security interest in favor of the Agent for the benefit of the Secured Parties in the Collateral to secure payment of the Obligations, free and clear of any Adverse Claim except as created by the Transactions

Documents. 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

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.

     (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

     (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

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)

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)

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

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

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;

     (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-

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

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.

     (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

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.

     (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

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;

     (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) ;

     (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.

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,

“ 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.

     (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

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;

     (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

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

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