Qualified GPU Financing definition

Qualified GPU Financing means any GPU Financing that meets the following conditions: (1) the Borrower shall have determined in good faith that such Qualified GPU Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and its Subsidiaries, and (2) in the case of a GPU Financing in which the Borrower or any Subsidiary sells GPU Assets pursuant to a Sale and Leaseback Transaction, or to a GPU Financing Subsidiary in connection with or pursuant to a securitization or similar financing, all such sales of GPU Assets and related assets are made at Fair Market Value (as conclusively determined in good faith by the Borrower). The grant of a security interest in support of any Qualified GPU Financing shall be limited in scope to the GPU Assets that are the subject of such Qualified GPU Financing.