Notice, Consent and Documentation of Refinancing Sample Clauses

Notice, Consent and Documentation of Refinancing. 15.4.2.1 In connection with any proposed Refinancing, except a Refinancing that is exempt from approval as provided in Section 15.4.1, Developer shall as soon as practicable submit to the Department a summary outline of the proposed Refinancing, together with a schedule setting forth the various activities, each with schedule durations, to be accomplished from the commencement through the close of the proposed Refinancing. At least [35] days prior to the proposed date for closing the Refinancing, Developer shall submit to the Department draft proposed Financing Documents, and all other relevant background information regarding the proposed Refinancing, including the proposed term sheet and the financial model showing how Developer has calculated the Refinancing Gain, if any, following the procedures set forth in Appendix 11 (Calculation and Payment of Refinancing Gains), and any other matters required by Appendix 11. The Department shall have up to [20] days to review and determine whether the proposed Refinancing (a) will result in a Refinancing Gain and (b) is an Exempt Refinancing, and, if applicable, select the means for payment of its portion of the Refinancing Gain. If the Department approves the draft proposed Financing Documents for further processing, Developer shall submit final drafts of these documents, including updated versions of the background information previously submitted to the Department, for final review and approval not later than [ten] days prior to the proposed date for closing the Refinancing. Developer shall only proceed with the Refinancing upon receipt of prior written consent from the Department, which will be provided no later than [5] days after receiving the final documents. If Developer proceeds with the Refinancing, it shall deliver to the Department copies of all signed Financing Documents in connection with the Refinancing as well as a final calculation of the Refinancing Gains not later than [ten] days after close of the Refinancing, together with a revised Financial Model reflecting the final terms of the Refinancing and showing Developer’s final calculation of the Refinancing Gains. No later than [15] days after close of the Refinancing, the Department and Developer shall meet and confer to agree upon the final calculation of the Refinancing Gain, at which time Developer shall pay the Department its portion of the Refinancing Gain if the selected means of payment was a lump sum payment.
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