Department’s Right to Approve Refinancing Sample Clauses

Department’s Right to Approve Refinancing. Any Refinancing of Developer Debt will be subject to the Department’s prior approval, which approval will not be unreasonably withheld or delayed; provided, that no such approval (an “Exempt Refinancing”) will be required if the Developer first demonstrates to the Department that either:‌ (i) (A) the proposed Refinancing refinances existing Developer Debt and does not increase the Developer Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, arranger fees and advisor fees, and the amount of any required reserves; and
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Department’s Right to Approve Refinancing. Any Refinancing of Concessionaire Debt will be subject to the Department’s prior approval, which approval will not be unreasonably withheld or delayed; provided, that no such approval will be required if the Concessionaire first demonstrates to the Department that: (i) the proposed Refinancing refinances existing Concessionaire Debt and does not increase the Concessionaire Debt then outstanding other than by an amount equal to reasonable costs of closing the Refinancing, including lender fees, arranger fees and advisor 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 under this Agreement and the other Project Agreements; (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.
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Department’s Right to Approve Refinancing. Any Refinancing will require the Department’s prior written approval; provided, however, that no such approval will be required if the Concessionaire demonstrates to the Department that the Refinancing will not increase the Department’s liability upon a termination of this Agreement at any point in the Term above the level defined in the most recent Base Case Financial Model Update other than by the amount of reasonable costs and fees, as applicable, and one of the following applies: (i) the proceeds of the Refinancing will be used exclusively to pay the costs of a Safety Compliance Order, a Department Change or a Department Project Enhancement; (ii) the Refinancing constitutes a Rescue Refinancing; (iii) the Refinancing constitutes a Planned Refinancing; (iv) no proceeds of the Refinancing will be used to make distributions to equity or to pay non-capital costs and expenses (other than related costs of issuance and reserves); (v) the Refinancing consists only of a change in taxation or a change in accounting treatment; or (vi) the Refinancing consists of the exercise of rights, waivers, consents and similar actions in respect of the financing documents relating to day-to-day administrative and supervisory matters (including amendments to the financing documents, delays in providing information under the financing documents, restrictions imposed by Lenders in drawdown of funds, voting by the Lenders, a re-set of interest rates pursuant to the terms of the financing documents, any sale of equity EXECUTION VERSION – DECEMBER 5, 2011 interests in the Concessionaire, and the syndication or grant of participation by a Lender of its rights in the financing documents).
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