Alternative Financing and Recourse Arrangements Clause Samples

Alternative Financing and Recourse Arrangements. (a) The Company Entities and Capital Entities may, in their discretion, choose to enter into arrangements or programs from time to time with respect to Financings and Ancillary Services that have terms and conditions that vary from those contemplated in this Agreement. Any such alternative arrangements and programs will not be construed to amend this Agreement, which may be amended solely in accordance with the terms of Section 13.1. The parties further acknowledge and agree that, except to the extent otherwise provided herein, (i) any recourse or other similar arrangements with respect to Financings or Ancillary Services (whether written or oral) in effect on the date of this Agreement between any Capital Entity (as successor to Capital Holdings or any Subsidiary thereof or otherwise), on the one hand, and any AT&T Entity, on the other hand, will remain in effect in accordance with their terms and (ii) on the Spin-Off Date the Company will succeed to the right, and assume the obligations, of the AT&T Entities, in accordance with Section 8.1(a) (it being understood that no AT&T Entity shall be released from its obligations under any such recourse or similar arrangements entered into prior to the Spin-Off Date). (b) The Company acknowledges and agrees, on behalf of itself and the other Company Entities that are parties to the Credit Receivables Agreement, and Capital acknowledges and agrees, on behalf of the Capital Entities that are parties to the Credit Receivables Agreement, that (i) Credit has succeeded to the rights and assumed the obligations of Credit Holdings in and under the Credit Receivables Agreement, (ii) the Credit Receivables Agreement shall continue in full force and effect except that (A) the term "Affiliates" (as such term is used therein), as it applies to affiliates of the Company, shall include all the Company Entities but shall not include the Capital Entities and (B) the rights and obligations of Credit thereunder may be exercised or performed by any Capital Entity and (iii) the terms and conditions of this Agreement shall apply to the transactions contemplated in or effected pursuant to the Credit Receivables Agreement to the extent that such terms and conditions are not inconsistent with the terms and conditions of the Credit Receivables Agreement and, to the extent of any such inconsistency, the terms and conditions set forth in the Credit Receivables Agreement shall apply and be controlling with respect to the transactions contemp...
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Related to Alternative Financing and Recourse Arrangements

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Financing Matters If any Loan Party becomes subject to any Insolvency Proceeding at any time prior to the First Priority Obligations Payment Date, and if the First Priority Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens on any Common Collateral (i) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice so long as (A) the Second Priority Representative retains its Lien on the Common Collateral to secure the Second Priority Obligations (in each case, including proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and (B) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the First Priority Representative and the First Priority Creditors on Common Collateral securing the First Priority Obligations.

  • Banking Arrangements The banking business of the Corporation including without limitation, the borrowing of money and the giving of security for it, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part of it shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe.

  • Intercompany Arrangements Seller will cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 4.17(a)(viii) of the Disclosure Schedule and to the extent related to the Business, to be terminated, effective no later than as of the Closing, other any arrangement entered into pursuant hereto or in connection with the Contemplated Transactions.