Activities Regarding New Items of Product. (a) Produce, through deficit financing or otherwise, any Item of Product in- house or otherwise incur, pay for or otherwise contribute to any direct negative cost for any Item of Product;
(b) Greenlight or order the production of any third-party-produced Item of Product or otherwise acquire distribution rights in any third-party-produced Item of Product in an off-balance sheet manner or incur any Negative Pick-up Obligation unless each of the following provisions has been satisfied (as determined by the Administrative Agent in its discretion):
(i) the Administrative Agent has been provided at least two (2) Business Days to review and comment on all relevant documentation relating to the financing, production and distribution of such Item of Product prior to its execution (with such review and comment of the Administrative Agent to be limited to determining compliance with any applicable requirements of the Fundamental Documents);
(ii) the Credit Parties have entered into legally binding pre-sale agreements by which they have achieved an aggregate amount of pre-sales for such Item of Product in an amount equal to at least the cost to the Credit Parties of acquiring rights in such Item of Product (including without limitation the purchase price, whether characterized as a purchase price, negative pick- up payment, minimum guarantee, buyout or otherwise, and any other xxxx-up or load factor with respect to such Item of Product for which any Credit Party bears any direct or indirect responsibility);
(iii) the documentation for such Item of Product reflects that the Credit Parties have no obligation to pay any amount to the producer or its financier before Completion of the subject Item of Product and delivery of such Item of Product to the Credit Parties;
(iv) any receivables conveyed, sold, assigned, any Liens granted pursuant to Sections 6.2(n) or (p) and any Guaranty made pursuant to Section 6.3(f), in each case by any Credit Party to any third Person in connection with the Item of Product shall be limited to the single Item of Product at issue, and such receivables may be conveyed, sold or assigned, such Liens granted, and such Guaranty made, solely to the producer or its sub-licensee who is the direct licensor of film distribution rights to a Credit Party (and, except in the case of Treasure Island, no such conveyance, sale, assignment or encumbrance may be granted by any Credit Party directly to any financier of the producer);
(v) in the event any Credit...
