Common use of Consent Required for Refinancing Clause in Contracts

Consent Required for Refinancing. Except for: (a) an Exempt Refinancing; or (b) a Planned Refinancing that does not: (1) adversely affect Project Co’s ability to perform its obligations under this Agreement; or (2) have the effect of increasing any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability to the reasonable satisfaction of the Authority), except for an increase in the principal amount of all funding for the Project committed under the Senior Financing Agreements that results directly from the proposed Planned Refinancing that is within (i) the “Maximum Permitted Increase to Principal Amount of Senior Debt” for such Planned Refinancing set out in Schedule 19 [Planned Refinancing], and (ii) the limits for such increase expressly disclosed by Project Co to the Authority in the information referred to in Section 5.4(d)(1), Project Co will not enter into any Refinancing without the consent of the Authority, not to be unreasonably withheld or delayed. Without limitation, it will be reasonable for the Authority to withhold consent if such Refinancing occurs before Service Commencement, has a material adverse effect on Project Co’s ability to perform its obligations under this Agreement, increases any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability) or is with a Restricted Person.

Consent Required for Refinancing. ‌ Except for: (a) an Exempt Refinancing; or (b) a Planned Refinancing that does not: (1) adversely affect Project Co’s ability to perform its obligations under this Agreement; or (2) have the effect of increasing any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability to the reasonable satisfaction of the Authority), except for an increase in the principal amount of all funding for the Project committed under the Senior Financing Agreements that results directly from the proposed Planned Refinancing that is within (i) the “Maximum Permitted Increase to Principal Amount of Senior Debt” for such Planned Refinancing set out in Schedule 19 [Planned Refinancing], and (ii) the limits for such increase expressly disclosed by Project Co to the Authority in the information referred to in Section 5.4(d)(1), Project Co will not enter into any Refinancing without the consent of the Authority, not to be unreasonably withheld or delayed. Without limitation, it will be reasonable for the Authority to withhold consent if such Refinancing occurs before Service Commencement, has a material adverse effect on Project Co’s ability to perform its obligations under this Agreement, increases any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability) or is with a Restricted Person.

Consent Required for Refinancing. Except for: (a) an Exempt Refinancing; or (b) a Planned Refinancing that does not: (1i) adversely affect Project Co’s ability to perform its obligations under this Agreement; or (2ii) have the effect of increasing any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability to the reasonable satisfaction of the Authority), except for an increase in the principal amount of all funding for the Project committed under the Senior Financing Agreements that results directly from the proposed Planned Refinancing that is within (i) the “Maximum Permitted Increase to Principal Amount of Senior Debt” for such Planned Refinancing set out in Schedule 19 [Planned Refinancing], and (ii) the limits for such increase expressly disclosed by Project Co to the Authority in the information referred to in Section 5.4(d)(1)5.4(d)(i) [Refinancing Process], Project Co will not enter into any Refinancing without the consent of the Authority, not to be unreasonably withheld or delayed. Without limitation, it will be reasonable for the Authority to withhold consent if such Refinancing occurs before Service Commencement, has a material adverse effect on Project Co’s ability to perform its obligations under this Agreement, increases any liability or potential liability of the Authority (unless the Authority is specifically compensated for such liability or potential liability) or is with a Restricted Person.

Consent Required for Refinancing. Except for: (a) an Exempt Refinancing; or (b) a Planned Refinancing that does not: (1) adversely affect Project Co’s ability to perform its obligations under this Agreement; or (2) have the effect of increasing any liability or potential liability of the Authority Province (unless the Authority Province is specifically compensated for such liability or potential liability to the reasonable satisfaction of the AuthorityProvince), except for an increase in the principal amount of all funding for the Project committed under the Senior Financing Agreements that results directly from the proposed Planned Refinancing that is within (i) the “Maximum Permitted Increase to Principal Amount of Senior Debt” for such Planned Refinancing set out in Schedule 19 [Planned Refinancing], and (ii) the limits for such increase expressly disclosed by Project Co to the Authority Province in the information referred to in Section 5.4(d)(1), Project Co will not enter into any Refinancing without the consent of the AuthorityProvince, not to be unreasonably withheld or delayed. Without limitation, it will be reasonable for the Authority Province to withhold consent if such Refinancing occurs before Service Commencement, has a material adverse effect on Project Co’s ability to perform its obligations under this Agreement, increases any liability or potential liability of the Authority Province (unless the Authority Province is specifically compensated for such liability or potential liability) or is with a Restricted Person.

Consent Required for Refinancing. Except for: (a) an Exempt Refinancing; or (b) a Planned Refinancing that does not: (1i) adversely affect Project Co’s ability to perform its obligations under this Agreement; or (2ii) have the effect of increasing any liability or potential liability of the Authority Province (unless the Authority Province is specifically compensated for such liability or potential liability to the reasonable satisfaction of the AuthorityProvince), except for an increase in the principal amount of all funding for the Project committed under the Senior Financing Agreements that results directly from the proposed Planned Refinancing that is within (i) the “Maximum Permitted Increase to Principal Amount of Senior Debt” for such Planned Refinancing set out in Schedule 19 [Planned Refinancing], and (ii) the limits for such increase expressly disclosed by Project Co to the Authority Province in the information referred to in Section 5.4(d)(1)5.4(d)(i) [Refinancing Process], Project Co will not enter into any Refinancing without the consent of the AuthorityProvince, not to be unreasonably withheld or delayed. Without limitation, it will be reasonable for the Authority Province to withhold consent if such Refinancing occurs before Service Commencement, has a material adverse effect on Project Co’s ability to perform its obligations under this Agreement, Agreement or increases any liability or potential liability of the Authority Province (unless the Authority Province is specifically compensated for such liability or potential liability) or is with a Restricted Person).