Common use of Permitted Refinancing Clause in Contracts

Permitted Refinancing. So long as the Lender benefits from this Guarantee: (a) unless the Guarantor shall have consented in its sole discretion, the Lender and the Agent shall not enter into any Refinancing other than a Permitted Refinancing; (b) in connection with any Permitted Refinancing, to the extent the Sponsor proposes any amendments to currently effective Series Securitization Documents, the Guarantor agrees to reasonably negotiate Refinancing Documents that reflect the terms and conditions of such Permitted Refinancing, including, but not limited to, changes to the Borrower Priority of Payments that relate to payments that are subordinated to DOE Reimbursable Amounts (or immaterial to items that are senior in payment of any DOE Reimbursable Amounts) and/or that relate to any other amounts payable to the Guarantor, or to reflect market changes to payment terms and reserves, as well as any changes to the Equipment Replacement Reserve Deposit and the Equipment Replacement Reserve Required Balance; (c) in connection with any Permitted Refinancing, the Guarantor agrees to reasonably cooperate and participate in review, preparation, furnishing of relevant information relating to itself or the Project and drafting of any Marketing Materials; (d) if the Sponsor reasonably requests that the Guarantor be present (in person or remotely) on a reasonable basis at customary rating agencies meetings or other marketing activities related to any Permitted Refinancing, the Guarantor shall be present at such customary rating agencies meetings or other marketing activities, as applicable, in the Guarantor’s capacity in respect of the Project; (e) so long as the Sponsor and/or its Affiliates own, directly or indirectly, the equity interests of the Eligible Lender following any Balance Sheet Refinancing, such equity interests may not, in whole or in part, be pledged, transferred or encumbered (synthetically or otherwise) other than pursuant to a Permitted Refinancing; and (f) in connection with any proposed Refinancing, by or before the proposed closing date thereof, the Guarantor shall have received a certificate of the Sponsor to the effect that such Refinancing is a Permitted Refinancing.

Permitted Refinancing. So long as As to any Indebtedness, the Lender benefits from this Guarantee: incurrence of other Indebtedness to refinance, extend, renew, defease, restructure, replace or refund (collectively, “refinance”) such existing Indebtedness; provided that, in the case of such other Indebtedness, the following conditions are satisfied: (a) unless the Guarantor weighted average life to maturity of such refinancing Indebtedness shall have consented in its sole discretion, be greater than or equal to the Lender and weighted average life to maturity of the Agent shall not enter into any Refinancing other than a Permitted Refinancing; Indebtedness being refinanced; (b) the principal amount of such refinancing Indebtedness shall be less than or equal to the principal amount (including any accreted or capitalized amount) then outstanding of the Indebtedness being refinanced, plus any required premiums and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by any Permitted Refinancing, to the extent the Sponsor proposes any amendments to currently effective Series Securitization Documents, the Guarantor agrees to reasonably negotiate Refinancing Documents that reflect the terms and conditions of such Permitted Refinancing, including, but not limited to, changes to the Borrower Priority of Payments that relate to payments that are subordinated to DOE Reimbursable Amounts (or immaterial to items that are senior in payment of any DOE Reimbursable Amounts) and/or that relate amount equal to any other amounts payable to the Guarantor, or to reflect market changes to payment terms and reserves, as well as any changes to the Equipment Replacement Reserve Deposit and the Equipment Replacement Reserve Required Balance; existing commitments unutilized thereunder; (c) in connection with any Permitted Refinancing, the Guarantor agrees to reasonably cooperate and participate in review, preparation, furnishing of relevant information relating to itself or the Project and drafting of any Marketing Materials; (d) if the Sponsor reasonably requests that the Guarantor be present (in person or remotely) on a reasonable basis at customary rating agencies meetings or other marketing activities related to any Permitted Refinancing, the Guarantor there shall be present at such customary rating agencies meetings or other marketing activities, as applicable, in the Guarantor’s capacity no obligors in respect of the Project; refinancing Indebtedness that were not obligors in respect of the Indebtedness being refinanced; (d) the security, if any, for the refinancing Indebtedness shall be the same as that for the Indebtedness being refinanced (except to the extent that less security is granted to holders of refinancing Indebtedness); and (e) so long as the Sponsor and/or its Affiliates ownno material terms (other than interest rate) applicable to such refinancing Indebtedness or, directly or indirectlyif applicable, the equity interests related security or guarantees of the Eligible Lender following any Balance Sheet Refinancingsuch refinancing Indebtedness (including covenants, such equity interests may notevents of default, in whole or in partremedies, be pledgedacceleration rights) shall be, transferred or encumbered (synthetically or otherwise) other than pursuant to taken as a Permitted Refinancing; and (f) in connection with any proposed Refinancingwhole, by or before the proposed closing date thereof, the Guarantor shall have received a certificate of the Sponsor materially more favorable to the effect refinancing lenders than the terms that such Refinancing is a Permitted Refinancingare applicable under the instruments and documents governing the Indebtedness being refinanced.

Permitted Refinancing. So long as the Lender benefits from this Guarantee:(i) no Event of Default or Default of which Borrower has been given notice shall have occurred and be continuing; (aii) unless the Guarantor new mortgage loan ("NEW MORTGAGE LOAN") shall have consented (A) an interest rate that is no higher than the current interest rate for the Mortgage Loan, as determined by the Mezzanine Lender in its sole discretiondiscretion (and shall provide for an interest rate cap substantially identical to the interest rate cap agreement then in existence with respect to the Mortgage Loan), (B) a principal balance that is no more than the Lender balance of the Mortgage Loan on the date of the refinancing, and (C) an amortization schedule that provides for repayment in monthly installments each of which is no greater than the Agent shall not enter into any Refinancing other than monthly payments then due under the Mortgage Note, and (D) a Permitted Refinancingmaturity date that is the same as that provided for under the Mortgage Loan at the time of the closing thereof; (biii) the terms of the New Mortgage Loan shall permit the Mezzanine Loan, shall provide the same express rights to the Mezzanine Lender as the Mortgage Loan and shall not conflict with the terms of the Mezzanine Loan and the new mortgage lender shall enter into an intercreditor agreement with Mezzanine Lender no less favorable to Mezzanine Lender than the intercreditor agreement entered into by the Mortgage Lender and Mezzanine Lender on the date hereof; (iv) the Mortgaged Properties may not be transferred in connection with such refinancing except pursuant to a Permitted Property Transfer; (v) the Borrower shall pay all reasonable costs and expenses of Mezzanine Lender incurred in connection with any Permitted Refinancing, to the extent the Sponsor proposes any amendments to currently effective Series Securitization Documents, the Guarantor agrees to reasonably negotiate Refinancing Documents that reflect the terms and conditions of such Permitted Refinancingrefinancing, including, but not limited towithout limitation, changes to the Borrower Priority reasonable fees and expenses of Payments that relate to payments that are subordinated to DOE Reimbursable Amounts (or immaterial to items that are senior in payment of any DOE Reimbursable Amounts) and/or that relate to any other amounts payable to the Guarantor, or to reflect market changes to payment terms and reserves, as well as any changes to the Equipment Replacement Reserve Deposit and the Equipment Replacement Reserve Required Balance; (c) in connection with any Permitted Refinancing, the Guarantor agrees to reasonably cooperate and participate in review, preparation, furnishing of relevant information relating to itself or the Project and drafting of any Marketing Materials; (d) if the Sponsor reasonably requests that the Guarantor be present (in person or remotely) on a reasonable basis at customary rating agencies meetings or other marketing activities related to any Permitted Refinancing, the Guarantor shall be present at such customary rating agencies meetings or other marketing activities, as applicable, in the Guarantor’s capacity in respect of the Project; (e) so long as the Sponsor and/or its Affiliates own, directly or indirectly, the equity interests of the Eligible Lender following any Balance Sheet Refinancing, such equity interests may not, in whole or in part, be pledged, transferred or encumbered (synthetically or otherwise) other than pursuant to a Permitted RefinancingMezzanine Lender's counsel; and (fvi) Mezzanine Lender shall have received such settlement statements, pay-off letters, opinions and other documentation as it shall reasonably request in connection with any proposed Refinancing, by or before the proposed closing date thereof, the Guarantor shall have received a certificate of the Sponsor to the effect that such Refinancing is a Permitted Refinancingrefinancing.