34.4.3.1 Transactions originally undertaken on a strictly corporate finance basis should not be subject to the Refinancing provisions contained within this Section. The Authority (and its advisers) will need to conduct due diligence over the structure and nature of a bid being put forward on a "corporate finance" basis to satisfy itself that the funding solution being proposed is a corporate financing and not a structure designed to bypass the Refinancing provisions. Bids should be reviewed on a case by case basis against the criteria set out in Section 37.2.5:
34.4.3.2 This exemption from Refinancing Gain sharing applies only to the extent that such corporate finance arrangements are implemented at Financial Close (see Section 37 (Corporate Finance)).