Calculation of Refinancing Gain. The Authority and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of the Authority’s share of the Refinancing Gain, taking into account how the Authority has elected to receive its share of the Refinancing Gain pursuant to Section 5.6 and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Authority’s costs that Project Co pays pursuant to Section 5.8. If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Authority’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Authority and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of the Authority’s share of the Refinancing Gain, taking into account how the Authority has elected to receive its share of the Refinancing Gain and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Qualifying Refinancing and the Authority’s costs that Project Co pays pursuant to Section 5.8. If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Authority’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Province and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of the Province’s share of the Refinancing Gain, taking into account how the Province has elected to receive its share of the Refinancing Gain pursuant to Section 5.6 [Payment to the Province] and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Province’s costs that Project Co pays pursuant to Section 5.8 [The Province's Expenses]. If the Province and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Province’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Authority and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Authority’s costs that Project Co pays pursuant to Section 5.8 (The Authority’s Expenses). If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Authority’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Authority and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain, taking into account how the Authority has elected to receive the Refinancing Gain pursuant to Section 5.6 and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account:
(a) the reasonable and proper costs that Project Co directly incurs in relation to the Refinancing (including, without limitation, any amounts required to be paid by Project Co to Operations Co pursuant to the Project Implementation Agreement or in connection with the Junior Debt);
(b) any advisory fees; and
(c) the Authority’s reasonable internal administrative and personnel costs and all reasonable out-of-pocket costs incurred by the Authority in connection with any Refinancing, which, in aggregate, may not exceed an amount equal to 2% of the par amount of the redeemed Bonds. If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. BC Hydro and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of BC Hydro’s share of the Refinancing Gain, taking into account how BC Hydro has elected to receive its share of the Refinancing Gain pursuant to Section 5.6 [Payment to BC Hydro] and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, BC Hydro’s costs that Project Co pays pursuant to Section 5.8 [BC Hydro’s Expenses]. If BC Hydro and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of BC Hydro’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain.
(a) Subject to this Clause 37.5, a ‘Refinancing Gain’ in connection with a Refinancing Event means the greater of zero and the amount (Refinancing Impact) calculated in accordance with the formula A - B where: A = the net present value of the pre-investor tax Distributions forecast to be made from the effective date of the Refinancing Event in accordance with the Financial Model as updated in accordance with this Agreement to take account of the Refinancing Event; and B = the net present value of the pre-investor tax Distributions forecast to be made from the effective date of the Refinancing Event in accordance with the Financial Model in the form it existed in absence of the Refinancing Event.
(b) The Refinancing Impact will be determined ignoring the impact of non-Refinancing impacts on Distributions such as revenues, costs, Taxes, reserves or levels of retained cash (other than revenue received, costs incurred or Taxes, reserves or levels of retained cash changed as a result of the Refinancing Event) being different than forecast by the Financial Model.
(c) In calculating the Refinancing Impact the present values in A and B will be expressed as an aggregate amount as at the date of the Refinancing Event, and will be calculated using the annual forecast pre-investor tax equity internal rate of return as set out in the Financial Model as the nominal discount rate.
(d) A ‘Refinancing Loss’ in connection with a Refinancing Event means a Refinancing Impact of an amount less than or equal to zero.
(e) For the purposes of calculating a Refinancing Impact:
(i) it will be assumed that the terms of the Refinancing will only apply for the actual tenor of that Refinancing and not the balance of the Term;
(ii) the costs and expenses incurred by Project Co in connection with the Refinancing will be taken into account when calculating the net present value of the pre-investor tax Distributions; and
(iii) Project Co may take into account an estimate of the amount payable to the State in accordance with Clause 37.4 to the extent that the State has agreed that amount in writing.
Calculation of Refinancing Gain. The Authority and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of the Authority’s share of the Refinancing Gain, taking into account how the Authority has elected to receive its share of the Refinancing Gain pursuant to Section 5.6 [Payment to the Authority] and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Authority’s costs that Project Co pays pursuant to Section 5.8 [The Authority's Expenses]. If the Authority and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Authority’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Province and Project Co will negotiate in good faith the basis and method of calculation of the Refinancing Gain and payment of the Province’s share of the Refinancing Gain, taking into account how the Province has elected to receive its share of the Refinancing Gain pursuant to Section 5.6 and the profile of the Refinancing Gain. The Refinancing Gain will be calculated after taking into account the reasonable and proper professional costs that Project Co directly incurs in relation to the Refinancing and, if applicable, the Province’s costs that Project Co pays pursuant to Section 5.8. If the Province and Project Co are unable to agree on the basis and method of calculation of the Refinancing Gain or the payment of the Province’s share, the Dispute will be determined in accordance with the Dispute Resolution Procedure.
Calculation of Refinancing Gain. The Refinancing Gain shall be calculated as set forth in Section 3 (Calculation of the Refinancing Gain) of Appendix 18 (Calculation and Payment of Refinancing Gains) of this Project Agreement.
