Common use of SpinCo Financing Arrangements Clause in Contracts

SpinCo Financing Arrangements. Prior to the Effective Time, SpinCo shall enter into the SpinCo Financing Arrangements, on such terms and conditions as agreed by Parent in its sole discretion (including the amount that shall be borrowed pursuant to the SpinCo Financing Arrangements and the terms and interest rates for such borrowings) and the SpinCo Financing Arrangements shall have been consummated in accordance therewith. Parent and SpinCo shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the SpinCo Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the SpinCo Financing Arrangements. The Parties agree that SpinCo, and not Parent, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Parent Group or the SpinCo Group associated with the SpinCo Financing Arrangements. It is the intent of the Parties that the SpinCo Financing Cash Distribution is made in connection with the separation and Internal Reorganization, including the transfer of the SpinCo Assets to Parent in the Internal Reorganization whenever made.