Alternate and Subsequent Transactions. For the avoidance of doubt, it is understood and agreed that, the Subsidiary Guarantors from time to time and any other existing or newly created Subsidiaries of AGFC shall be permitted to enter into one or more other financing transactions (“Alternate Transactions”) with financial institutions or other entities on the basis that any loans, securitizations or other transactions made under Alternate Transactions will not be secured by a lien on any Eligible Loan Receivables and, if involving a Subsidiary Guarantor, (i) the proceeds of any such financing transaction are applied in accordance with Article VII and (ii) procedures are in place at such time for the identification and segregation, within two (2) Business Days after receipt thereof, of cash generated by either (x) such Alternate Transaction or (y) the Eligible Loan Receivables. For the avoidance of doubt, it is agreed that Alternate Transactions may include lending transactions, securitizations and other financing transactions involving Subsidiary Guarantors and/or Subsidiaries that are not Subsidiary Guarantors, and may be either secured to the extent otherwise permitted by this Article VII (provided that no debt may be secured in reliance upon the Consolidated Net Worth Basket) or unsecured, either guaranteed or non-guaranteed and either involving intercompany secured loans or not involving intercompany secured loans; provided that if secured they may be secured only by assets that do not constitute Eligible Loan Receivables.
Appears in 2 contracts
Samples: Credit Agreement (American General Finance Corp), Credit Agreement (American General Finance Inc)
Alternate and Subsequent Transactions. For the avoidance of doubt, it is understood and agreed that, the Subsidiary Guarantors from time to time and any other existing or newly created Subsidiaries of AGFC Springleaf shall be permitted to enter into one or more other financing transactions (“Alternate Transactions”) with financial institutions or other entities on the basis that any loans, securitizations or other transactions made under Alternate Transactions will not be secured by a lien on any Eligible Loan Receivables and, if involving a Subsidiary Guarantor, (i) the proceeds of any such financing transaction are applied in accordance with Article VII and (ii) procedures are in place at such time for the identification and segregation, within two (2) Business Days after receipt thereof, of cash generated by either (x) such Alternate Transaction or (y) the Eligible Loan Receivables. For the avoidance of doubt, it is agreed that Alternate Transactions may include lending transactions, securitizations securitizations, issuances of debt securities and other financing transactions involving Subsidiary Guarantors and/or Subsidiaries that are not Subsidiary Guarantors, and may be either secured to the extent otherwise permitted by this Article VII (provided that no such debt may be secured in reliance upon the Consolidated Net Worth BasketBasket on a pro rata basis with the Loans issued pursuant to this Agreement) or unsecured, either guaranteed or non-guaranteed and either involving intercompany secured loans or not involving intercompany secured loans; provided that if secured they may be secured only by assets that do not constitute Eligible Loan Receivables.
Appears in 2 contracts
Samples: Credit Agreement (Springleaf Finance Inc), Credit Agreement (Springleaf Finance Corp)