Common use of Changes Not to Increase Province’s Liability Clause in Contracts

Changes Not to Increase Province’s Liability. Notwithstanding any other provision of this Agreement and without prejudice to the rights of the Province under the other provisions of this Part 5, no action referred to in any of Sections 5.1(a) to (g) inclusive or any of Sections 5.2(a) to (f) inclusive, whether or not consented to or permitted under any of Sections 5.1 [Restrictions on Changes to Shareholder Agreements and Junior Lending Agreements], 5.2 [Restrictions on Changes to Senior Lending Agreements], 5.3 [Permitted Borrowing] and 5.4 [Exempt Transaction], and no amendment, waiver or exercise of a right under any Lending Agreement or Shareholder Agreement, shall have the effect of increasing any liability of the Province or BCTFA arising from early termination of this Agreement, unless: (a) Project Co has obtained, in addition to any other consent and any other requirements under this Part 5, the prior written consent of the Province under the Consent Procedure expressly consenting, for the purposes of this Section 5.7, to the increase in the liability of the Province that would arise from any early termination of this Agreement, which consent the Province may withhold or grant in its discretion; or (b) it is a Permitted Borrowing under the Senior Lending Agreements of an amount that does not increase the principal amount of Senior Debt outstanding under the Senior Lending Agreements to an amount greater than the aggregate of: (i) the Original Senior Commitment; and (ii) the Additional Permitted Borrowing Limit, and, in all cases where Section 5.3(b) applies, Project Co has complied with Section 5.3(b).

Changes Not to Increase Province’s Liability. ‌ Notwithstanding any other provision of this Agreement and without prejudice to the rights of the Province under the other provisions of this Part 5Part, (1) no action referred to in any of Sections 5.1(a5.2(a) to (g) inclusive or any of Sections 5.2(a) to (f) inclusive, whether or not consented to or permitted under any of Sections 5.1 [Restrictions on Changes to Shareholder Agreements and Junior Lending Agreements], 5.2 [Restrictions on Changes to Senior Lending Agreements], 5.3 [Permitted Borrowing] and 5.4 [Exempt Transaction], and (2) no amendment, waiver or exercise of a right under any Lending Agreement or Shareholder Agreement, and (3) for certainty, no Permitted Loss Consolidation Transaction, shall in any such case, have the effect of increasing any liability of the Province or BCTFA arising from early termination of this Agreement, unless: (a) Project Co the Primary Contractor has obtained, in addition to any other consent or approval and any other requirements under this Part 5Part, the prior written consent of the Province under the Consent Procedure expressly consenting, consenting for the purposes of this Section 5.7, 5.7 [Changes Not to Increase Province’s Liability] to the increase in the liability of the Province or BCTFA that would arise from any early termination of this Agreement, which consent the Province may withhold or grant in its discretion; oror‌ (b) it is a Permitted Borrowing under the Senior Lending Agreements of an amount that does not increase the principal amount of Senior Debt outstanding under the Senior Lending Agreements to an amount greater than the aggregate of: (i) the Original Senior Commitment; and; (ii) the Additional Permitted Borrowing Limit, ; and, (iii) any increases in the principal amount of all cases where funding for the Project committed under the Senior Lending Agreements that have previously been consented to by the Province’s Representative pursuant to Section 5.3(b) applies, Project Co has complied with Section 5.3(b5.7(a).

Changes Not to Increase Province’s Liability. Notwithstanding any other provision of this Agreement and without prejudice to the rights of the Province under the other provisions of this Part 5, no action referred to in any of Sections 5.1(a) to (g) inclusive or any of Sections 5.2(a) to (f) inclusive, whether or not consented to or permitted under any of Sections 5.1 [Restrictions on Changes to Shareholder Agreements and Junior Lending Agreements], 5.2 [Restrictions on Changes to Senior Lending Agreements], 5.3 [Permitted Borrowing] and 5.4 [Exempt Transaction], and no amendment, waiver or exercise of a right under any Lending Agreement or Shareholder Agreement, shall have the effect of increasing any liability of the Province or BCTFA arising from early termination of this Agreement, unless: (a) Project Co has obtained, in addition to any other consent and any other requirements under this Part 5, the prior written consent of the Province under the Consent Procedure expressly consenting, for the purposes of this Section 5.7, to the increase in the liability of the Province that would arise from any early termination of this Agreement, which consent the Province may withhold or grant in its discretion; or (b) it is a Permitted Borrowing under the Senior Lending Agreements of an amount that does not increase the principal amount of Senior Debt outstanding under the Senior Lending Agreements to an amount greater than the aggregate of: (i) the Original Senior Commitment, less any portion thereof which has been cancelled pursuant to the terms of the Senior Lending Agreements; and (ii) any increases in the Additional Permitted Borrowing Limitprincipal amount of all funding for the Project committed under the Senior Lending Agreements that have previously been consented to by the Province pursuant to Section 5.7(a), and, in all cases where Section 5.3(b) applies, Project Co has complied with Section 5.3(b).

Changes Not to Increase Province’s Liability. Notwithstanding any other provision of this Agreement and without prejudice to the rights of the Province under the other provisions of this Part 5Part, no action referred to in any of Sections 5.1(a) to (g) inclusive or any of Sections 5.2(a) to (fh) inclusive, whether or not consented to or permitted under any of Sections 5.1 [Restrictions on Changes to Shareholder Partnership Agreements and Junior Lending Agreements], 5.2 [Restrictions on Changes to Senior Lending AgreementsAgreements and Refinancing], 5.3 5.4 [Conditions to Implementation of a Refinancing], 5.5 [Permitted Borrowing] and 5.4 ], 5.6 [Exempt Transaction] and 5.16 [Qualified Refinancing], and no amendment, waiver or exercise of a right under any Lending Agreement or Shareholder Partnership Agreement, shall have the effect of increasing any liability of the Province or BCTFA arising from early termination of this Agreement, unless: (a) Project Co the Concessionaire has obtained, in addition to any other consent and any other requirements under this Part 5Part, the prior written consent of the Province Province’s Representative under the Consent Procedure expressly consenting, for the purposes of this Section 5.75.14 [Changes Not to Increase Province’s Liability], to the increase in the liability of the Province that would arise from any early termination of this Agreement, which consent the Province may withhold or grant in its discretion; or (b) it is a Qualified Refinancing carried out in accordance with Section 5.16 [Qualified Refinancing], but in such case only to the extent that an increase in liability of the Province arising from early termination of this Agreement is permitted under Section 5.16(f)(iv); or (c) it is a Permitted Borrowing under the Senior Lending Agreements of an amount that does not increase the principal amount of Senior Debt outstanding under the Senior Lending Agreements to an amount greater than the aggregate of: (i) the Original Senior Commitment; and; (ii) the Additional Permitted Borrowing Limit, ; and (iii) any increases in the principal amount of all funding for the Project committed under the Senior Lending Agreements that: (A) are permitted under Section 5.16(f)(iii) as a direct result of Qualified Refinancings carried out in accordance with Section 5.16 [Qualified Refinancing]; or (B) have previously been consented to by the Province’s Representative pursuant to Section 5.14(a); and, in all cases where Section 5.3(b5.5(b) applies, Project Co the Concessionaire has complied with Section 5.3(b5.5(b).