Permitted Slate Financing definition

Permitted Slate Financing means a financing arrangement in which two or more of the Issuer and/or Guarantor’s (as applicable) audio visual works (including motion pictures) are partially financed through an arrangement with a third party (“Permitted Financier”) who may be granted an interest in or share of the copyright, distribution rights, and/or certain financial proceeds from the subject audio visual works (collectively, “Permitted Financier Rights”) in connection with such financing arrangement; provided that (i) the only recourse of the Permitted Financier in connection with such arrangement against the Issuer or such Guarantor shall be limited to the Permitted Financier Rights, interests in related Production Accounts (if any), and customary representations and warranties given by the Issuer and/or Guarantor in connection with such arrangement and (ii) any such interest granted to the Permitted Financier in the Permitted Financier Rights and the other terms of such arrangement shall be reasonable and on an arm’s length basis and consistent with customary practice for transactions of such nature (as determined in good faith by the Issuer).
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Permitted Slate Financing means a Slate Financing with respect to one or more Items of Product: (a) that is designated as a Slate Financing for such Items of Product by an Authorized Officer of the Borrower in a certificate delivered to the Administrative Agent prior to the Borrower engaging in such Slate Financing and which certifies that such Slate Financing qualifies as such pursuant to the terms and conditions of this Credit Agreement, (b) in which the third party providing such Slate Financing is a Slate Financing Permitted Counterparty, (c) the amount of which Slate Financing does not exceed the exposure limitation set forth for such Slate Financing Permitted Counterparty on Schedule 2A hereto to the extent such Slate Financing Permitted Counterparty is listed therein, and (d) for which a Slate Financing Intercreditor Agreement has been executed and delivered to the Administrative Agent by the applicable parties thereto.
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Permitted Slate Financing means a financing arrangement in which two or more of the Borrower’s and/or Guarantor’s (as applicable) audio visual works (including motion pictures) are partially financed through an arrangement with a third party (“Permitted Financier”) who may be granted an interest in or share of the copyright, distribution rights, and/or certain financial proceeds from the subject audio visual works (collectively, “Permitted Financier Rights”) in connection with such financing arrangement, provided that (i) the only recourse of the Permitted Financier in connection with such arrangement against the Borrower or such Guarantor shall be limited to the Permitted Financier Rights, interests in related Production Accounts (if any), and customary representations and warranties given by the Borrower and/or Guarantor in connection with such arrangement and (ii) any such interest granted to the Permitted Financier in the Permitted Financier Rights and the other terms of such arrangement shall be reasonable and on an arm’s length basis and consistent with customary practice for transactions of such nature (as determined in good faith by LGEC). The Borrower and/or Guarantors shall be entitled to grant any of the Permitted Financier Rights to a Permitted Financier and if a Lien is granted to the Permitted Financier in connection with such financing arrangement, such Lien shall be subject to an Intercreditor Agreement entered into by the Administrative Agent (a) setting forth that: (x) the Permitted Financier shall maintain a first priority security interest over any of the Permitted Financier Rights and/or any related Production Account, and (y) the Administrative Agent’s rights, claims and security interests in any such Permitted Financier Rights and/or related Production Accounts with the Permitted Financier shall be subordinated to the rights, claims and security interests of the applicable Permitted Financier with respect to such Permitted Financier Rights and/or any related Production Accounts and (b) otherwise on terms that are no less favorable, taken as a whole, to the Lenders than the terms of similar intercreditor arrangements entered into by LGEC and its Subsidiaries consistent with past and customary practice.
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More Definitions of Permitted Slate Financing

Permitted Slate Financing means a financing arrangement in which two or more of the Issuer and/or Guarantor’s (as applicable) audio visual works (including motion pictures) are partially financed through an arrangement with a third party (“ Permitted Financier ”) who may be granted an interest in or share of the copyright, distribution rights, and/or certain financial proceeds from the subject audio visual works (collectively, “ Permitted Financier Rights ”) in connection with such financing arrangement; provided that (i) the only recourse of the Permitted Financier in connection with such arrangement against the Issuer or such Guarantor shall be limited to the Permitted Financier Rights, interests in related Production Accounts (if any), and customary representations and warranties given by the Issuer and/or Guarantor in connection with such arrangement and (ii) any such interest granted to the Permitted Financier in the Permitted Financier Rights and the other terms of such arrangement shall be reasonable and on an arm’s length basis and consistent with customary practice for transactions of such nature (as determined in good faith by the Issuer).
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Permitted Slate Financing means a debt financing transaction which the Issuer and/or the Restricted Subsidiaries may at their option consummate and which satisfies all of the following criteria: (1) the borrower or issuer in such transaction (“SlateCo”) will be a new corporation or limited liability company formed solely for the purpose of the Permitted Slate Financing; (2) SlateCo will not engage in any business other than producing or acquiring Product to be distributed directly or indirectly by the Issuer or one or more Restricted Subsidiaries; (3) SlateCo will be a direct or indirect wholly-owned subsidiary of the Issuer and will become a Guarantor of the Notes, provided, however, that the obligations of SlateCo as a Guarantor of the Notes and the related security interests in favor of the Collateral Agent shall be subordinated to the rights, claims and security interests of the providers of the Permitted Slate Financing and subject to an Intercreditor Agreement with terms that are no less favorable, taken as a whole, to the Holders than the applicable Intercreditor Agreement in effect on the Issue Date; (4) the Investment by the Issuer and/or the Restricted Subsidiaries in SlateCo and the Permitted Slate Financing shall be limited to the use of up to $150,000,000 face amount of receivables due or to become due from certain Acceptable Obligors, which may be made in the form of a capital contribution to SlateCo or the grant of a security interest in such receivables to the lenders to SlateCo or otherwise; and (5) all indebtedness incurred by SlateCo will be expressly non-recourse to Parent, the Issuer or any Restricted Subsidiary except (a) for the assignment of SlateCo’s rights under the Distribution Agreement(s) to be entered into with the Issuer or one or more Restricted Subsidiary or (b) unsecured Guarantees Incurred in accordance with Section 4.09, other than clause (b)(13) thereof.
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Related to Permitted Slate Financing

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Other Financing shall have the meaning assigned to such term in Section 5.6(ii) hereof.

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Refinancing shall have correlative meanings.

  • Project Financing means: (a) one or more loans, leases, equity and/or debt financings, together with all modifications, renewals, supplements, substitutions and replacements thereof, the proceeds of which are used to finance or refinance the costs of the Customer Facility, any alteration, expansion or improvement to the Customer Facility, the purchase and sale of the Customer Facility or the operation of the Customer Facility; (b) a power purchase agreement pursuant to which Interconnection Customer’s obligations are secured by a mortgage or other lien on the Customer Facility; or (c) loans and/or debt issues secured by the Customer Facility.

  • Permitted Receivables Financing means any one or more receivables financings in which (a) any Loan Party or any Restricted Subsidiary (i) sells (as determined in accordance with GAAP) any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York), notes receivable, rights to future lease payments or residuals (collectively, together with certain property relating thereto and the right to collections thereon, being the “Transferred Assets”) to any Person that is not a Subsidiary or Affiliate of the Borrower (with respect to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) any Loan Party or any Restricted Subsidiary sells, conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables Financing SPC then (i) sells (as determined in accordance with GAAP) any such Transferred Assets (or an interest therein) to any Receivables Financier, (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier; provided that (A) the aggregate Attributed Principal Amount for all such financings shall not at any time exceed $600,000,000 and (B) such financings shall not involve any recourse to any Loan Party or any Restricted Subsidiary for any reason other than (x) repurchases of non-eligible assets or (y) indemnifications for losses other than credit losses related to the Transferred Assets.

  • Permitted Refinancing means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (ii) such modification, refinancing, refunding, renewal, replacement or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended was subject to an Intercreditor Agreement, the holders of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if such Indebtedness is secured) or their representative on their behalf shall become party to such Intercreditor Agreement.

  • Special Purpose Financing means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

  • Securitization Financing means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets and any Hedging Obligations entered into by the Company or any such Subsidiary in connection with such Securitization Assets.

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Financing Arrangements means the arrangements between the Borrower and the State as per current policy of the Borrower, and acceptable to ADB;

  • securities financing transaction or 'SFT' means a repurchase transaction, a securities or commodities lending or borrowing transaction, or a margin lending transaction;

  • Special Purpose Financing Undertakings representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Securities Financing Transactions means repurchase agreements, reverse repurchase agreements, securities lending agreements and any other transactions within the scope of SFTR that a Fund is permitted to engage in;

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.