Exempt Refinancing definition
Exempt Refinancing means a Refinancing resulting from:
Exempt Refinancing means: any Refinancing that was fully taken into account in the calculation of the Unitary Charge; a change in taxation or change in accounting treatment; the exercise of rights, waivers, consents and similar actions which relate to day to day administrative and supervisory matters, and which are in respect of; breach of representations and warranties or undertakings; movement of monies between the Project Accounts in accordance with the terms of the Senior Funding Agreements as at Financial Close; late or non-provision of information, consents or licenses; amendments to Principal Sub-Contracts; approval of revised technical and economic assumptions for financial model runs runs [to the extent required for forecasts under the Financing Agreements] restrictions imposed by the Senior Lenders on the dates at which the Senior Debt Amount can be advanced to PPP Co. under the Senior Funding Agreements and/or amounts released from the [Escrow Account] during the [Initial Availability Period], each as defined in the Senior Funding Agreements59 and which are given as a result of any failure by PPP Co. to ensure that the Works are performed in accordance with the Programme and which are notified in writing by PPP Co. or the Senior Lenders to the Authority prior to being given; changes to milestones for drawdown and/or amounts released from the [Escrow Account] during the [Initial Availability Period] set out in the Senior Funding Agreements and which are given as a result of any failure by PPP Co. to ensure that Works are performed in accordance with the Programme and which are notified in writing by PPP Co. or the Senior Lenders to the Authority prior to being given; failure by PPP Co. to obtain any consent by statutory bodies required by the Senior Funding Agreements; or voting by the Senior Lenders and the voting arrangements between the Senior Lenders in respect of the levels of approval required by them under the Senior Funding Agreements; any amendment, variation or supplement of any agreement approved by the Authority as part of any Variation under this Project Agreement; any sale of shares in PPP Co. by the Shareholders or securitisation of the existing rights and/or interests attaching to shares in PPP Co.; any Qualifying Bank Transaction.
Exempt Refinancing any Refinancing that was fully taken into account in the calculation of the Unitary Charge;
Examples of Exempt Refinancing in a sentence
If Developer believes the Refinancing is an Exempt Refinancing or Rescue Refinancing, it shall concurrently provide Notice to IFA that Developer considers the Refinancing to be an Exempt Refinancing or Rescue Refinancing.
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.
Developer shall include in such Notice facts to support the basis on which Developer believes the Refinancing is an Exempt Refinancing or Rescue Refinancing.
Exempt Refinancing The defined terms referred to in limb (c)(vi) should follow those contained in the Senior Funding Agreements – the Initial Availability Period being the construction phase drawdown period.
Unless otherwise approved by Authority, any Refinancing other than an Exempt Refinancing shall be structured such that financing is amortized as rapidly as possible, subject to the Public Funds Amounts available.
More Definitions of Exempt Refinancing
Exempt Refinancing any Refinancing:
1.1.59.1 that effects any sale or cession of the Equity or securitisation of the rights attaching to the Equity, provided that the exemption contemplated in clause 35 (Refinancing) in relation to any such transaction shall not limit the application of clause 18 (Shareholding in the Facility Operator);
1.1.59.2 required to raise the nominal post tax Equity IRR calculated immediately prior to the Refinancing (having regard to the Updated Financial Model, as updated to that time) to the nominal post tax Equity IRR at the Signature Date (having regard to the Base Case Financial Model, being [●]%), except if such Refinancing may increase the amounts payable by TNPA on termination of the Agreement; or
1.1.59.3 that was taken account of fully in the calculation of the Unitary Payment;
1.1.59.4 that arises solely from a change in taxation or accounting treatment;
1.1.59.5 that comprises waivers, approvals and similar actions arising in the day-to-day administration of breaches of warranties or representations or other provisions or late or non-provision of required information under any of the subcontracts;
1.1.59.6 that effects any syndication, sell-down, cession or grant of any rights of participation or security by any Lender (or any agent acting on its behalf, or any security company or trust holding any security in respect of the Senior Debt for the benefit of the Lenders) of or in relation to any of its rights under any of the Finance Agreements in favour of any Qualifying Financial Institution, which is not already connected in any way to the Project;
Exempt Refinancing has the meaning given in Schedule 26 - Refinancing.
Exempt Refinancing means:
Exempt Refinancing any refinancing: 1.1.64.1. that affects any sale or cession of the Equity or securitisation of the rights attaching to the Equity, provided that the exemption contemplated in clause 36 (Refinancing) in relation to any such transaction shall not limit the application of clause 18 (Shareholding in the Terminal Operator); 1.1.64.2. required to raise the nominal post tax Equity IRR calculated immediately prior to the Refinancing (having regard to the Updated Financial Model, as updated to that time) to the nominal post tax Equity IRR at the Signature Date (having regard to the Base Case Financial Model, being [●]%), except if such Refinancing may increase the amounts payable by TNPA on termination of the Agreement; or 1.1.64.3. that arises solely from a change in taxation or accounting treatment; 1.1.64.4. that comprises waivers, approvals and similar actions arising in the day-to-day administration of breaches of warranties or representations or other provisions or late or non-provision of required information under any of the Subcontracts; 1.1.64.5. that affects any syndication, sell-down, cession or grant of any rights of participation or security by any Lender (or any agent acting on its behalf, or any security company or trust holding any security in respect of the Senior Debt for the benefit of the Lenders) of or in relation to any of its rights under any of the Finance Agreements in favour of any Qualifying Financial Institution, which is not already connected in any way to the Project; - the existing buildings located within the Project Site and depicted in Schedule 1 (Project Site and Existing Building); - has the meaning ascribed to it in clause 56 (Expert Determination) of this Agreement; - date on which this Agreement shall expire, being at the end of the Project Term; - Financier Direct Agreement to be entered into between TNPA, the Terminal Operator and the Lenders, which shall be substantially in the form and substance of the agreement attached to this Agreement as Schedule 8; - the final maintenance guarantee to be issued by a financial institution (approved by TNPA) in favour of TNPA on behalf of the Terminal Operator, which shall be substantially in the form of the guarantee attached to this Agreement as Schedule 17 and shall be on terms to TNPA’s satisfaction; - the agreements entered into by the Terminal Operator and the Lenders (amongst others) in respect of the provision of loan facilities, credit facilities, hedging arrangements and guar...
Exempt Refinancing means:
(a) any Refinancing that was fully and specifically identified and taken into account in the Financial Model and calculation of the Service Payment;
(b) amendments, modifications, supplements or consents to the Financing Documents, and the exercise by a Lender of rights, waivers, consents and similar actions;
(c) movement of monies between the Project accounts in accordance with the terms of Financing Documents;
(d) any of the following acts by a Lender of senior lien priority Project Debt: (i) the syndication of any of such ▇▇▇▇▇▇’s rights and interests in the senior Financing Documents; (ii) the grant by such Lender of any rights of participation, or the disposition by such Lender of any of its rights or interests, in respect of the senior Financing Documents in favor of any other Lender of senior lien Project Debt or any other investor; or (iii) the grant by such Lender of any other form of benefit or interest in either the senior Financing Documents or the revenues or assets of the Project Company, whether by way of security or otherwise, in favor of any other Lender of senior lien Project Debt or any investor; or
(e) periodic resetting and remarketing of tax-exempt or taxable bonds that bear interest at a variable or floating rate and are money market eligible under SEC Rule 2a-7.
Exempt Refinancing means any Refinancing:
1.49.1 that effects a sale or cession of the whole or any part of Equity or the Shareholder Loans or securitisation of the rights attaching to the Equity or the Shareholder Loans; provided that this exemption shall not limit the application of clause 76 (Changes in Control and Black Equity);
1.49.2 that was taken account of fully in the calculation of the Unitary Payment;
1.49.3 that arises solely from a change in taxation or accounting treatment;
1.49.4 that comprises a waiver, approval or any similar action taken in respect of breaches of any provisions or warranties or representations or the late or non- provision of required information, and which occurs in the ordinary day-to-day administration of the Financing Agreements, the Shareholders Agreements or the Subcontracts;
1.49.5 that effects any syndication, sell-down, cession or grant of any rights of participation or security by the Lenders (or any Agent acting on their behalf, or any security company or trust holding any security in respect of the Debt for the benefit of the Lenders) of or in relation to any of its rights under any of the Financing Agreements in favour of any Qualifying Financial Institution; or
1.49.6 that comprises Rescue Refinancing.
Exempt Refinancing has the meaning set forth in Section 18.10(a)(iii).