32.3  Notice and Re-financing details

(a)  The private party must give government adequate notice and full details of the proposed Re-financing. Required details will include amendments to the Base Case Financial Model, the basis for the assumptions used in the amended Base Case Financial Model, a certificate from the auditors of the Base Case Financial Model, any material changes to the private party's obligations to its funders and the anticipated Re-financing Gain.  

(b)  In some jurisdictions, government's consent to any Re-financing must not be unreasonably withheld or delayed. The project agreement will expressly set out circumstances in which it is deemed reasonable for government to withhold consent, namely:

(i)  the Re-financing would adversely affect government's interests including increasing or adversely affecting government's contractual liabilities;

(ii)  the terms and conditions of the proposed Re-financing (taken as a whole) are materially more onerous or disadvantageous to the private party than the existing funding arrangements and government considers the private party will be unable to adequately service and repay the financial indebtedness assumed under the Re-financing, or that such financial indebtedness will adversely impact the private party's ability or capacity to perform its obligations under the project documents;

(iii)  the terms and conditions are not in accordance with market practice at the time;

(iv)  the indebtedness will not be used solely for the project; and

(v)  there has not been compliance by the private party with the requirements described in this Chapter 32 (Re-financing) generally.