Common use of Assignment and Allocations Clause in Contracts

Assignment and Allocations. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Company, the Administrative Agent and the Lenders: (a) The parties hereto agree that each of the Commitments as defined in the Existing Credit Agreement shall, subject to the terms hereof, constitute a Commitment hereunder. Immediately prior to the effectiveness of this Agreement and Amendment No. 2 to Receivables Purchase Agreement, the Aggregate Facilities Commitment, the Purchasers’ Investment Limit, the Pro Rata Share of the Commitments of the Lenders and the principal amount of the Loans outstanding under the Existing Credit Agreement and the Purchasers’ Investments under the Receivables Purchase Agreement were as follows: BANK OF AMERICA $ 200,000,000.00 $ 46,153,846.17 15.38461539 $ 0 $ ▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ $ 25,000,000.00 $ 5,769,230.77 1.▇▇▇▇▇▇▇▇▇ $ 0 $ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $ 75,000,000.00 $ 17,307,692.31 5.▇▇▇▇▇▇▇▇▇ $ 0 $ 0 BANK ONE NA (IL) $ 25,000,000.00 $ 5,769,230.77 1.923076923 $ 0 $ 0 BARCLAYS BANK PLC $ 100,000,000.00 $ 23,076,923.08 7.692307692 $ 0 $ 0 BNP PARIBAS $ 100,000,000.00 $ 23,076,923.08 7.692307692 $ 0 $ 0 CITICORP USA INC $ 100,000,000.00 $ 23,076,923.08 7.692307692 $ 0 $ 0 CREDIT LYONNAIS $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 CREDIT SUISSE FIRST BOSTON $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 KEYBANK NATIONAL ASSOCIATION $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 MANUFACTURERS & TRADERS TRUST CO $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 MIZUHO CORPORATE BANK LTD $ 75,000,000.00 $ 17,307,692.31 5.769230769 $ 0 $ 0 SANPAOLO IMI SPA $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 SOCIETE GENERALE $ 100,000,000.00 $ 23,076,923.08 7.692307692 $ 0 $ 0 SUMITOMO MITSUI BANKING CORPORATION $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ NA $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 US BANK NATIONAL ASSOCIATION $ 25,000,000.00 $ 5,769,230.77 1.923076923 $ 0 $ 0 WACHOVIA BANK NATIONAL ASSOCIATION $ 50,000,000.00 $ 11,538,461.54 3.846153846 $ 0 $ 0 ▇▇▇▇▇ FARGO BANK NATIONAL ASSOCIATION $ 75,000,000.00 $ 17,307,692.31 5.769230769 $ 0 $ 0 $ 1,300,000,000.00 $ 300,000,000.00 100.00000000 $ 0 $ 0 (b) Simultaneously with the effectiveness of this Agreement and Amendment No. 2 to Receivables Purchase Agreement, the parties hereby agree that the Commitments shall be as set forth in Schedule 1.01 and the outstanding principal amount of any Loans and portion of any Purchasers’ Investment under the Existing Credit Agreement and the Receivables Purchase Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and the Purchasers and from each Lender to each other Lender and from each Purchaser to each other Purchaser, as applicable, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the Receivables Purchase Agreement. Notwithstanding anything to the contrary in Section 10.10 of the Existing Credit Agreement or Section 10.10 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders and Purchasers shall make all necessary cash settlement in full with each other Lender and Purchaser, respectively, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s and each Purchaser’s Pro Rata Share of the Commitments shall be as set forth on Schedule 1.01.

Assignment and Allocations. In order to facilitate this amendment and restatement and otherwise to effectuate the desires of the Company, the Administrative Agent and the Lenders: (a) The parties hereto agree that each of the Commitments as defined in the Existing Credit Agreement shall, subject to the terms hereof, constitute a Commitment hereunder. Immediately prior to the effectiveness of this Agreement and Amendment No. 2 1 to Receivables Purchase Agreement, the Aggregate Facilities Commitment, the Purchasers’ Investment Limit, the Pro Rata Share of the Commitments of the Lenders and the principal amount of the Loans outstanding under the Existing Credit Agreement and the Purchasers’ Investments under the Receivables Purchase Agreement were as follows: BANK OF AMERICA Bank of America, N.A. $ 200,000,000.00 190,000,000 $ 46,153,846.17 15.38461539 53,773,584.92 17.924528306 % $ 0 $ ▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ $ 25,000,000.00 $ 5,769,230.77 1.▇▇▇▇▇▇▇▇▇ $ 0 $ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ $ 75,000,000.00 50,000,000 $ 17,307,692.31 514,150,943.39 4.▇▇▇▇▇▇▇▇▇ % $ 0 $ 0 BANK ONE NA (IL) $ 25,000,000.00 $ 5,769,230.77 1.923076923 $ 0 $ 0 BARCLAYS BANK Barclays Bank PLC $ 100,000,000.00 50,000,000 $ 23,076,923.08 7.692307692 14,150,943.39 4.716981132 % $ 0 $ 0 BNP PARIBAS Paribas $ 100,000,000.00 100,000,000 $ 23,076,923.08 7.692307692 28,301,886.79 9.433962264 % $ 0 $ 0 CITICORP USA INC Citicorp USA, Inc. $ 100,000,000.00 100,000,000 $ 23,076,923.08 7.692307692 28,301,886.79 9.433962264 % $ 0 $ 0 CREDIT LYONNAIS Credit Lyonnais, Los Angeles Branch $ 50,000,000.00 35,000,000 $ 11,538,461.54 3.846153846 9,905,660.37 3.301886792 % $ 0 $ 0 CREDIT SUISSE FIRST BOSTON Credit Suisse First Boston $ 50,000,000.00 50,000,000 $ 11,538,461.54 3.846153846 14,150,943.39 4.716981132 % $ 0 $ 0 KEYBANK NATIONAL ASSOCIATION Fleet National Bank $ 50,000,000.00 100,000,000 $ 11,538,461.54 3.846153846 28,301,886.79 9.433962264 % $ 0 $ 0 MANUFACTURERS Manufacturers & TRADERS TRUST CO Traders Trust Company $ 50,000,000.00 50,000,000 $ 11,538,461.54 3.846153846 14,150,943.39 4.716981132 % $ 0 $ 0 MIZUHO CORPORATE BANK LTD Mizuho Corporate Bank, Ltd. $ 75,000,000.00 50,000,000 $ 17,307,692.31 5.769230769 14,150,943.39 4.716981132 % $ 0 $ 0 SANPAOLO SanPaolo IMI SPA S.p.A. $ 50,000,000.00 50,000,000 $ 11,538,461.54 3.846153846 14,150,943.39 4.716981132 % $ 0 $ 0 SOCIETE GENERALE Societe Generale $ 100,000,000.00 100,000,000 $ 23,076,923.08 7.692307692 28,301,886.79 9.433962264 % $ 0 $ 0 SUMITOMO MITSUI BANKING CORPORATION Union Bank of California, N.A. $ 50,000,000.00 35,000,000 $ 11,538,461.54 3.846153846 $ 0 $ ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ NA $ 50,000,000.00 $ 11,538,461.54 3.846153846 9,905,660.37 3.301886792 % $ 0 $ 0 US BANK NATIONAL ASSOCIATION U.S. Bank National Association $ 25,000,000.00 25,000,000 $ 5,769,230.77 1.923076923 7,075,471.70 2.358490566 % $ 0 $ 0 WACHOVIA BANK NATIONAL ASSOCIATION Wachovia Bank, National Association $ 50,000,000.00 25,000,000 $ 11,538,461.54 3.846153846 7,075,471.70 2.358490566 % $ 0 $ 0 ▇▇▇▇▇ FARGO BANK NATIONAL ASSOCIATION Fargo Bank, N.A. $ 75,000,000.00 50,000,000 $ 17,307,692.31 5.769230769 14,150,943.39 4.716981132 % $ 0 $ 0 TOTAL $ 1,300,000,000.00 1,060,000,000.00 $ 300,000,000.00 100.00000000 300,000,000 100 % $ 0 $ 0 (b) Simultaneously with the effectiveness of this Agreement and Amendment No. 2 1 to Receivables Purchase Agreement, the parties hereby agree that the Commitments shall be as set forth in Schedule 1.01 and the outstanding principal amount of any Loans and portion of any Purchasers’ Investment under the Existing Credit Agreement and the Receivables Purchase Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and the Purchasers and from each Lender to each other Lender and from each Purchaser to each other Purchaser, as applicable, with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the Receivables Purchase Agreement. Notwithstanding anything to the contrary in Section 10.10 10.08 of the Existing Credit Agreement or Section 10.10 of this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Acceptance. On the Effective Date, the Lenders and Purchasers shall make all necessary cash settlement in full with each other Lender and Purchaser, respectively, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in the Commitments (as such term is defined in the Existing Credit Agreement) such that after giving effect to such settlements each Lender’s and each Purchaser’s Pro Rata Share of the Commitments shall be as set forth on Schedule 1.01.