Common use of Department Approval Rights for Refinancings Clause in Contracts

Department Approval Rights for Refinancings. Any Refinancing of Concessionaire Debt shall be subject to the Department’s prior approval, which approval shall not be unreasonably withheld or delayed; provided, that no such approval shall be required if the Concessionaire first demonstrates to the Department that (i) the proposed Refinancing refinances existing Concessionaire Debt and does not increase the principal amount of Concessionaire Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, and the amount of any required reserves, or (ii) the proposed Refinancing has been assigned a rating (which may include a non-public rating) by a Rating Agency (without regard to bond insurance, if any) which is no lower than BBB minus or Baa3 or equivalent rating, or (iii) no portion of the proceeds of the Refinancing will be used to make Distributions or to pay non-capital costs and expenses (other than related costs of issuance and any required reserves). With respect to any proposed Refinancing for which the Department’s approval is required, the Department shall not unreasonably withhold or delay its consent. Without limiting other reasonable grounds for withholding consent, the Department may withhold consent if it reasonably determines that: (1) the information disclosed to it is not a true and complete disclosure of all relevant aspects of the Refinancing; (2) any change or series of changes in the obligations of the Concessionaire due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations or risks; (3) the Refinancing would have a material adverse effect on the ability or commitment of the Concessionaire to perform its obligations under this Agreement and the other Project Agreements; or (4) the proposed Refinancing would or reasonably could be expected to have a material adverse effect on the Concessionaire’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations and maintenance of the Project for which the Concessionaire is responsible pursuant to this Agreement and the other Project Agreements.

Department Approval Rights for Refinancings. Any Refinancing of Concessionaire Debt shall be subject to the Department’s prior approval, which approval shall not be unreasonably withheld or delayed; provided, that no such approval shall be required if the Concessionaire first demonstrates to the Department that (i) the proposed Refinancing refinances existing Concessionaire Debt and does not increase the principal amount of Concessionaire Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, and the amount of any required reserves, or (ii) the proposed Refinancing has been assigned a rating (which may include a non-non- public rating) by a Rating Agency (without regard to bond insurance, if any) which is no lower than BBB minus or Baa3 or equivalent short or long term debt rating, or (iii) no portion of the proceeds of the Refinancing will be used to make Distributions or to pay non-capital costs and expenses (other than related costs of issuance and any required reserves). With respect to any proposed Refinancing for which the Department’s approval is required, the Department shall not unreasonably withhold or delay its consent. Without limiting other reasonable grounds for withholding consent, the Department may withhold consent if it reasonably determines that: (1A) the information disclosed to it is not a true and complete disclosure of all relevant aspects of the Refinancing; (2B) any change or series of changes in the obligations of the Concessionaire due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations or risks; (3C) the Refinancing would have a material adverse effect on the ability or commitment of the Concessionaire to perform its obligations under this Agreement and the other Project Agreements; or (4D) the proposed Refinancing would or reasonably could be expected to have a material adverse effect on the Concessionaire’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations and maintenance of the Project for which the Concessionaire is responsible pursuant to this Agreement and the other Project Agreements.

Department Approval Rights for Refinancings. Any Refinancing of Concessionaire Debt shall be subject to the Department’s prior approval, which approval shall not be unreasonably withheld or delayed; provided, that no such approval shall be required if the Concessionaire first demonstrates to the Department that either: (i) the proposed Refinancing is a Planned Refinancing, (ii) the proposed Refinancing refinances existing Concessionaire Debt and does not increase the principal amount of Concessionaire Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, and the amount of any required reserves, or (iiiii) the proposed Refinancing has been assigned a rating (which may include a non-public rating) by a Rating Agency (without regard to bond insurance, if any) which is no lower than BBB minus or Baa3 or equivalent rating, or (iii) ; and no portion of the proceeds of the Refinancing will be used to make Distributions or to pay non-capital costs and expenses (other than related costs of issuance and any required reserves). With respect to any proposed Refinancing for which the Department’s approval is required, the Department shall not unreasonably withhold or delay its consent. Without limiting other reasonable grounds for withholding consent, the Department may withhold consent if it reasonably determines that: (1A) the information disclosed to it is not a true and complete disclosure of all relevant aspects of the Refinancing; (2B) any change or series of changes in the obligations of the Concessionaire due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations or risks;; or (3C) the Refinancing would have or reasonably could be expected to have a material adverse effect on the ability or commitment of the Concessionaire to perform its obligations under this Agreement and the other Project Agreements; or (4) the proposed Refinancing would or reasonably could be expected to have a material adverse effect on the Concessionaire’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations and maintenance of the Project for which the Concessionaire is responsible pursuant to this Agreement and the other Project Agreements.

Department Approval Rights for Refinancings. Any Refinancing of Concessionaire Debt shall be subject to the Department’s prior approval, which approval shall not be unreasonably withheld or delayed; provided, that no such approval shall be required if the Concessionaire first demonstrates to the Department that either: (i) the proposed Refinancing matches the timing, interest rate and amount of a Refinancing specifically incorporated into and assumed in the Initial Base Case Financial Model, (ii) the proposed Refinancing refinances existing Concessionaire Debt and does not increase the principal amount of Concessionaire Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, and the amount of any required reserves, or (iiiii) the proposed Refinancing has been assigned a rating (which may include a non-public rating) by a Rating Agency (without regard to bond insurance, if any) which is no lower than BBB minus or Baa3 or equivalent rating, or (iii) ; and no portion of the proceeds of the Refinancing will be used to make Distributions or to pay non-capital costs and expenses (other than related costs of issuance and any required reserves). With respect to any proposed Refinancing for which the Department’s approval is required, the Department shall not unreasonably withhold or delay its consent. Without limiting other reasonable grounds for withholding consent, the Department may withhold consent if it reasonably determines that: (1A) the information disclosed to it is not a true and complete disclosure of all relevant aspects of the Refinancing; (2B) any change or series of changes in the obligations of the Concessionaire due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations or risks;; or (3C) the Refinancing would have or reasonably could be expected to have a material adverse effect on the ability or commitment of the Concessionaire to perform its obligations under this Agreement and the other Project Agreements; or (4) the proposed Refinancing would or reasonably could be expected to have a material adverse effect on the Concessionaire’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations and maintenance of the Project for which the Concessionaire is responsible pursuant to this Agreement and the other Project Agreements.