Common use of Funding Memorandum Clause in Contracts

Funding Memorandum. On or prior to the First Amendment Effective Date, the Administrative Agent and the Company will prepare and agree upon a funding memorandum (the “Funding Memorandum”) setting forth (i) the respective amounts of the Loans and Commitments under the Credit Agreement that are held on the First Amendment Effective Date by the Continuing Lenders and that will continue to be held by such Continuing Lenders (such Loans and Commitments being called “Retained Loans and Commitments”), (ii) the respective amounts of the Loans and Commitments under the Credit Agreement that will be assigned on the First Amendment Effective Date pursuant to Section 7(a) by the Assigning Lenders (such Loans and Commitments being called the “Assigned Loans and Commitments”), (iii) the respective amounts of the Assigned Loans and Commitments that will be purchased on the First Amendment Effective Date pursuant to Section 7(a) by the Increasing Lenders and (iv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Date pursuant to Section 9. The amounts of the Assigned Loans and Commitments under the Credit Agreement that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchases, the Loans and Commitments to be outstanding and established, respectively, under the A&R Credit Agreement will be held by the Continuing Lenders in the respective amounts set forth in the Funding Memorandum.

Funding Memorandum. On or prior to the First Amendment Effective Effectiveness Date, the Administrative Agent and the Company will prepare and agree upon a funding memorandum (the “Funding Memorandum”"FUNDING MEMORANDUM") setting forth (i) the respective amounts of the Loans and Commitments of each class under each of the Existing Credit Agreement Agreements that are held on the First Amendment Effective Effectiveness Date by the Continuing Lenders and that will continue to be held by such Continuing Lenders (such Loans and Commitments being called “Retained Loans and Commitments”"RETAINED LOANS"), (ii) the respective amounts of the Loans and Commitments of each class under each of the Existing Credit Agreement Agreements that will be assigned on the First Amendment Effective Effectiveness Date pursuant to Section 7(a) by the Assigning Lenders (such Loans and Commitments being called the “Assigned Loans and Commitments”"ASSIGNED LOANS"), (iii) the respective amounts of the Assigned Loans and Commitments of each class that will be purchased on the First Amendment Effective Effectiveness Date pursuant to Section 7(a) by the Increasing Lenders and the Additional Lenders and (iv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Effectiveness Date pursuant to Section 9. The amounts of the Assigned Loans and Commitments of each Class under each of the Existing Credit Agreement Agreements that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchasespurchases and to the additional Loans made on the Effectiveness Date pursuant to Section 7(b), the Loans and Commitments of each Class to be outstanding and established, respectively, under the A&R Restated Credit Agreement will be held by the Continuing Lenders in the respective amounts (or, in the case of Revolving Loans, pro rata in accordance with the Revolving Credit Commitments) set forth in Schedule 2.01 to the Funding MemorandumRestated Credit Agreement.

Funding Memorandum. On or prior to the First Amendment Effective Date, the Administrative Agent and the Company will prepare and agree upon a funding memorandum (the “Funding Memorandum”) setting forth (i) the respective amounts of the Tranche B Term Loans and Commitments under the Credit Agreement that are held on the First Amendment Effective Date by the Continuing Lenders and that will continue to be held by such Continuing Lenders (such Tranche B Term Loans and Commitments being called the “Retained Loans and CommitmentsLoans”), (ii) the respective amounts of the Tranche B Term Loans and Commitments under the Credit Agreement that will be assigned on the First Amendment Effective Date pursuant to Section 7(a6(a) by the Assigning Lenders (such Tranche B Term Loans and Commitments being called the “Assigned Loans and CommitmentsLoans”), (iii) the respective amounts of the Assigned Loans and Commitments that will be purchased on the First Amendment Effective Date pursuant to Section 7(a6(a) by the Increasing Lenders and (iv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Date pursuant to Section 98. The amounts of the Assigned Loans and Commitments under the Credit Agreement that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchases, the Tranche B Term Loans and Commitments to be outstanding and established, respectively, under the A&R Amended Credit Agreement will be held by the Continuing Lenders in the respective amounts set forth in the Funding Memorandum.

Funding Memorandum. On or prior to the First Amendment Effective Date, the Administrative Agent and the Company will ASI shall prepare and agree upon a funding memorandum (the “"Funding Memorandum”") setting forth (i) with respect to each borrower under the respective 1995 ASI Credit Agreement, the amounts and currencies of its outstanding loans of each category thereunder as of the Loans and Commitments under the Credit Agreement that are held on the First Amendment Effective Date by and, for each category of loans, any differences between such amounts and currencies and the Continuing Lenders amounts and currencies of the loans of such category that will continue to be held by such Continuing Lenders (such Loans outstanding under, or be made under, the Amended and Commitments being called “Retained Loans and Commitments”)Restated Credit Agreement on the Effective Date based on the Effective Date Loan Notices, (ii) the respective amounts and currencies of the Continuing Loans and Commitments under the Credit Agreement of each category that will continue to be assigned held on the First Amendment Effective Date pursuant to Section 7(a) by the Assigning Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing Lenders (such Continuing Loans and Commitments being called the “Assigned Loans and Commitments”"Retained Continuing Loans"), (iii) the respective amounts and currencies of the Assigned Continuing Loans and Commitments of each category that will be purchased assigned on the First Amendment Effective Date pursuant to Section 7(a1.02 by Original Lenders currently holding such Continuing Loans (the "Assigning Lenders") as a result of such Original Lenders being Withdrawing Lenders or having commitments under the Amended and Restated Credit Agreement that are inconsistent with the retention of all the Continuing Loans currently held by them (such Continuing Loans being the Increasing "Assigned Continuing Loans") and, as to each category of Assigned Continuing Loans, the amount of such Loans, if any, to be purchased by each Continuing Lender (the Continuing Lenders purchasing Assigned Continuing Loans of any category being called the "Applicable Continuing Lenders" in respect thereof), (iv) the letters of credit to be outstanding under the 1995 ASI Credit Agreement as of the Effective Date, and (ivv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Date pursuant to Section 9. The amounts of the Assigned Loans and Commitments under the Credit Agreement that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchases, the Loans and Commitments to be outstanding and established, respectively, under the A&R Credit Agreement will be held by the Continuing Lenders in the respective amounts set forth in the Funding Memorandum1.06.

Funding Memorandum. On or prior to the First Amendment Effective Effectiveness Date, the Administrative Agent and the Company will prepare and agree upon a funding memorandum (the “"Funding Memorandum”") setting forth (i) the respective amounts of the Loans and Commitments of each class under the Existing Credit Agreement that are held on the First Amendment Effective Effectiveness Date by the Continuing Lenders and that will continue to be held by such Continuing Lenders (such Loans and Commitments being called “"Retained Loans and Commitments”Loans"), (ii) the respective amounts of the Loans and Commitments of each class under the Existing Credit Agreement that will be assigned on the First Amendment Effective Effectiveness Date pursuant to Section 7(a) by the Assigning Lenders (such Loans and Commitments being called the “"Assigned Loans and Commitments”Loans"), (iii) the respective amounts of the Assigned Loans and Commitments of each class that will be purchased on the First Amendment Effective Effectiveness Date pursuant to Section 7(a) by the Increasing Lenders, (iv) the respective amounts of the new Loans of each Class to be made by the Continuing Lenders pursuant to Section 7(b) and (ivv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Effectiveness Date pursuant to Section 9. The amounts of the Assigned Loans and Commitments of each Class under the Existing Credit Agreement that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchasespurchases and to the additional Loans made on the Effectiveness Date pursuant to Section 7(b), the Loans and Commitments of each Class to be outstanding and established, respectively, under the A&R Restated Credit Agreement will be held by the Continuing Lenders in the respective amounts (or, in the case of Revolving Loans, pro rata in accordance with the Revolving Credit Commitments) set forth in Schedule 2.01 to the Funding MemorandumRestated Credit Agreement.

Funding Memorandum. On or prior to the First Amendment Effective Date, the Administrative Agent and the Company will ASI shall prepare and agree upon a funding memorandum (the “"Funding Memorandum”") setting forth (i) with respect to each borrower under the respective 1993 ASI Credit Agreement, the amounts and currencies of its outstanding loans thereunder as of the Loans and Commitments under the Credit Agreement that are held on the First Amendment Effective Date by and any differences between such amounts and currencies compared to the Continuing Lenders amounts and currencies of the loans that will continue to be held by such Continuing Lenders (such Loans outstanding under, or be made under, the Amended and Commitments being called “Retained Loans and Commitments”)Restated Credit Agreement on the Effective Date based on the Effective Date Loan Notices, (ii) the respective amounts and currencies of the Continuing Loans and Commitments under the Credit Agreement that will continue to be assigned held on the First Amendment Effective Date pursuant to Section 7(a) by the Assigning Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing Lenders (such Continuing Loans and Commitments being called the “Assigned Loans and Commitments”"Retained Continuing Loans"), (iii) the respective amounts and currencies of the Assigned Continuing Loans and Commitments that will be purchased assigned on the First Amendment Effective Date pursuant to Section 7(a1.02 by Original Lenders currently holding such Continuing Loans (the "Assigning Lenders") as a result of such Original Lenders being Withdrawing Lenders or having commitments under the Amended and Restated Credit Agreement that are inconsistent with the retention of all the Continuing Loans currently held by them (such Continuing Loans being the Increasing "Assigned Continuing Loans") and, as to each category of Assigned Continuing Loans, the amount of such Loans, if any, to be purchased by each Continuing Lender (the Continuing Lenders purchasing Assigned Continuing Loans of any category being called the "Applicable Continuing Lenders" in respect thereof), (iv) the letters of credit to be outstanding under the 1993 ASI Credit Agreement as of the Effective Date, and (ivv) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Date pursuant to Section 9. The amounts of the Assigned Loans and Commitments under the Credit Agreement that are to be assigned by each Assigning Lender and purchased by each Increasing Lender, as set forth in the Funding Memorandum, will be such that, after giving effect to such assignments and purchases, the Loans and Commitments to be outstanding and established, respectively, under the A&R Credit Agreement will be held by the Continuing Lenders in the respective amounts set forth in the Funding Memorandum1.06.