Slate Financing definition
Slate Financing means the financing, in whole or in part, by a third party of the development and production of a slate (i.e. more than one) of Items of Product with respect to which the Borrower and its Subsidiaries otherwise would not produce or acquire any rights or interest therein, and which requires (i) that the Borrower or any of its Subsidiaries grant a security interest to such third party in and to any of such Items of Product, or (ii) that such third party receive a participation in revenue derived from the Borrower’s or any of its Subsidiaries’ exploitation of its rights in such Items of Product. For the avoidance of doubt, (1) the financing by third parties of Items of Product in the ordinary course of business which does not include the requirements set forth in (i) or (ii) above shall not constitute a Slate Financing; (2) any co-financing of Items of Product in the ordinary course of business which involves a splits rights relationship between the Borrower and its Subsidiaries and one or more third parties pursuant to which a Credit Party is not obligated to account to a third party with regard to the economic performance of the Item of Product distributed by it in its territories and/or media shall not constitute a Slate Financing and (3) and a Slate Financing shall not per se be a sale and leaseback subject to the restrictions of Section 6.8; provided, that: (x) with regard to any Slate Financing Item of Product which is not wholly financed by third parties, that the Borrower is entitled to no less than its pro rata share of the cash flow from that Slate Financing Item of Product based upon the contribution by the Borrower or one of its subsidiaries (other than as a result of non-recourse financing) to the cost of developing, producing and exploiting such Slate Financing Item of Product, and (y) such Slate Financing results in a Credit Party acquiring specified rights relating to the distribution and exploitation of such Item of Product (which rights may include, without limitation, distribution fees, copyright for specified territories or media, or other rights).