Common use of Department’s Right to Approve Refinancing Clause in Contracts

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.

Department’s Right to Approve Refinancing. Any Refinancing of Concessionaire 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 Concessionaire Developer first demonstrates to the Department that: (i) the proposed Refinancing refinances existing Concessionaire Developer Debt and does not increase the Concessionaire 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; orand (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; orand (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 Developer due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations, 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 Developer 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 ConcessionaireDeveloper’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations, operations and maintenance of the Project for which the Concessionaire Developer is responsible pursuant to this Agreement and the other Project Agreements.

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 42 DMEAST #27287336 v26 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, 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, operations and maintenance of the Project for which the Concessionaire is responsible pursuant to this Agreement and the other Project Agreements.

Department’s Right to Approve Refinancing. Any Refinancing of Concessionaire 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 Concessionaire Developer first demonstrates to the Department that:that:‌ (i) unless the proposed Refinancing was projected in the Initial Base Case Financial Model, the proposed Refinancing refinances existing Concessionaire Developer Debt and does not increase the Concessionaire 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; orand (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; orand (iii) unless the proposed Refinancing was projected in the Initial Base Case Financial Model, 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 Developer due to the Refinancing would or reasonably could be expected to result in a material increase in the Department’s liabilities, obligations, obligations or risks under this Agreement and the other Project Agreements; (3) in the case of a Refinancing projected in the Initial Base Case Financial Model, the Refinancing is proposed to be on terms materially more beneficial to the Developer than those contemplated in the Refinancing projected in the Initial Base Case Financial Model; provided, however, that the Department will not withhold its consent if the Developer agrees to pay to the Department 40% of the Refinancing Gain in excess of Refinancing benefit projected in the Initial Base Case Financial Model; (4) the Refinancing would have a material adverse effect on the ability or commitment of the Concessionaire Developer to perform its obligations under this Agreement and the other Project Agreements; or (45) the proposed Refinancing would or reasonably could be expected to have a material adverse effect on the ConcessionaireDeveloper’s incentives and disincentives to fully comply with the standards and requirements applicable to the development, construction, operations, operations and maintenance of the Project for which the Concessionaire Developer is responsible pursuant to this Agreement and the other Project Agreements.