Common use of Funding Memorandum Clause in Contracts

Funding Memorandum. On or prior to the Effective Date, the Agent and ASI shall prepare a funding memorandum (the "Funding Memorandum") setting forth (i) with respect to each borrower under the 1995 ASI Credit Agreement, the amounts and currencies of its outstanding loans of each category thereunder as of the Effective Date and, for each category of loans, any differences between such amounts and currencies and the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, the Amended and Restated Credit Agreement on the Effective Date based on the Effective Date Loan Notices, (ii) the respective amounts and currencies of the Continuing Loans of each category that will continue to be held on the Effective Date by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing Lenders (such Continuing Loans being the "Retained Continuing Loans"), (iii) the respective amounts and currencies of the Continuing Loans of each category that will be assigned on the Effective Date pursuant to Section 1.02 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 "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 (v) the respective amounts to be paid and received by the parties hereto on the Effective Date pursuant to Section 1.06.

Funding Memorandum. On or prior to the Effective Date, the Agent and ASI shall prepare a funding memorandum (the "Funding Memorandum") setting forth (i) with respect to each borrower under the 1995 1993 ASI Credit Agreement, the amounts and currencies of its outstanding loans of each category thereunder as of the Effective Date and, for each category of loans, and any differences between such amounts and currencies and compared to the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, the Amended and Restated Credit Agreement on the Effective Date based on the Effective Date Loan Notices, (ii) the respective amounts and currencies of the Continuing Loans of each category that will continue to be held on the Effective Date by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing Lenders (such Continuing Loans being the "Retained Continuing Loans"), (iii) the respective amounts and currencies of the Continuing Loans of each category that will be assigned on the Effective Date pursuant to Section 1.02 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 "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 1993 ASI Credit Agreement as of the Effective Date, and (v) the respective amounts to be paid and received by the parties hereto on the Effective Date pursuant to Section 1.06.

Funding Memorandum. On or prior to the Amendment Effective Date, the Administrative Agent and ASI shall the Company will prepare and agree upon a funding memorandum (the "“Funding Memorandum"”) setting forth (i) with respect to each borrower the respective amounts of the Tranche B Term Loans under the 1995 ASI Credit Agreement, Agreement that are held on the amounts and currencies of its outstanding loans of each category thereunder as of the Amendment Effective Date and, for each category of loans, any differences between such amounts by the Continuing Lenders and currencies and the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, held by such Continuing Lenders (such Tranche B Term Loans being called the Amended and Restated Credit Agreement on the Effective Date based on the Effective Date Loan Notices“Retained Loans”), (ii) the respective amounts and currencies of the Continuing Tranche B Term Loans of each category under the Credit Agreement that will continue to be held assigned on the Amendment Effective Date pursuant to Section 6(a) by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing the Assigning Lenders (such Continuing Tranche B Term Loans being called the "Retained Continuing “Assigned Loans"”), (iii) the respective amounts and currencies of the Continuing Assigned Loans of each category that will be assigned purchased on the Amendment Effective Date pursuant to Section 1.02 6(a) by Original the Increasing 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 "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 (v) the respective amounts to be paid and received by the parties hereto on the Amendment Effective Date pursuant to Section 1.068. The amounts of the Assigned Loans 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 to be outstanding under the 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 Effective Effectiveness Date, the Administrative Agent and ASI shall the Company will prepare and agree upon a funding memorandum (the "Funding Memorandum") setting forth (i) with respect to the respective amounts of the Loans of each borrower class under the 1995 ASI Existing Credit Agreement, Agreement that are held on the amounts Effectiveness Date by the Continuing Lenders and currencies of its outstanding loans of each category thereunder as of the Effective Date and, for each category of loans, any differences between such amounts and currencies and the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, the Amended and Restated Credit Agreement on the Effective Date based on the Effective Date Loan Noticesheld by such Continuing Lenders (such Loans being called "Retained Loans"), (ii) the respective amounts and currencies of the Continuing Loans of each category class under the Existing Credit Agreement that will continue to be held assigned on the Effective Effectiveness Date pursuant to Section 7(a) by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing the Assigning Lenders (such Continuing Loans being called the "Retained Continuing Assigned Loans"), (iii) the respective amounts and currencies of the Continuing Assigned Loans of each category class that will be assigned purchased on the Effective Effectiveness Date pursuant to Section 1.02 7(a) by Original Lenders currently holding such Continuing Loans (the "Assigning Increasing 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 "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 respective amounts of credit the new Loans of each Class to be outstanding under made by the 1995 ASI Credit Agreement as of the Effective Date, Continuing Lenders pursuant to Section 7(b) and (v) the respective amounts to be paid and received by the parties hereto on the Effective Effectiveness Date pursuant to Section 1.069. The amounts of the Assigned Loans 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 purchases and to the additional Loans made on the Effectiveness Date pursuant to Section 7(b), the Loans of each Class to be outstanding under the 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 Restated Credit Agreement.

Funding Memorandum. On or prior to the Effective Effectiveness Date, the Administrative Agent and ASI shall the Company will prepare and agree upon a funding memorandum (the "Funding MemorandumFUNDING MEMORANDUM") setting forth (i) with respect to each borrower under the 1995 ASI Credit Agreement, respective amounts of the amounts and currencies of its outstanding loans Loans of each category thereunder as class under each of the Effective Existing Credit Agreements that are held on the Effectiveness Date and, for each category of loans, any differences between such amounts by the Continuing Lenders and currencies and the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, the Amended and Restated Credit Agreement on the Effective Date based on the Effective Date Loan Noticesheld by such Continuing Lenders (such Loans being called "RETAINED LOANS"), (ii) the respective amounts and currencies of the Continuing Loans of each category class under each of the Existing Credit Agreements that will continue to be held assigned on the Effective Effectiveness Date pursuant to Section 7(a) by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing the Assigning Lenders (such Continuing Loans being called the "Retained Continuing LoansASSIGNED LOANS"), (iii) the respective amounts and currencies of the Continuing Assigned Loans of each category class that will be assigned purchased on the Effective Effectiveness Date pursuant to Section 1.02 7(a) by Original the Increasing Lenders currently holding such Continuing Loans (and the "Assigning Lenders") as a result of such Original Additional 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 "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 (v) the respective amounts to be paid and received by the parties hereto on the Effective Effectiveness Date pursuant to Section 1.069. The amounts of the Assigned Loans of each Class under each of the Existing Credit 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 purchases and to the additional Loans made on the Effectiveness Date pursuant to Section 7(b), the Loans of each Class to be outstanding under the 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 Restated Credit Agreement.

Funding Memorandum. On or prior to the First Amendment Effective Date, the Administrative Agent and ASI shall the Company will prepare and agree upon a funding memorandum (the "“Funding Memorandum"”) setting forth (i) with respect to each borrower the respective amounts of the Loans and Commitments under the 1995 ASI Credit Agreement, Agreement that are held on the amounts and currencies of its outstanding loans of each category thereunder as of the First Amendment Effective Date and, for each category of loans, any differences between such amounts by the Continuing Lenders and currencies and the amounts and currencies of the loans of such category that will continue to be outstanding under, or be made under, the Amended held by such Continuing Lenders (such Loans and Restated Credit Agreement on the Effective Date based on the Effective Date Loan NoticesCommitments being called “Retained Loans and Commitments”), (ii) the respective amounts and currencies of the Continuing Loans of each category and Commitments under the Credit Agreement that will continue to be held assigned on the First Amendment Effective Date pursuant to Section 7(a) by Original Lenders currently holding such Continuing Loans as a result of such Original Lenders also being Continuing the Assigning Lenders (such Continuing Loans and Commitments being called the "Retained Continuing Loans"“Assigned Loans and Commitments”), (iii) the respective amounts and currencies of the Continuing Assigned Loans of each category and Commitments that will be assigned purchased on the First Amendment Effective Date pursuant to Section 1.02 7(a) by Original the Increasing 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 "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 (v) the respective amounts to be paid and received by the parties hereto on the First Amendment Effective Date pursuant to Section 1.069. 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.