31.3  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 an amended financial model, the basis for the assumptions used in the amended financial model, a certificate from the auditors of the model, any material changes to the private party's obligations to its financiers and the anticipated Re-financing Gain.

(b)  Government's consent to any Re-financing must not be unreasonably withheld or delayed. The project agreement will expressly set out circumstances in which the government must not unreasonably withhold or delay consent. These include if the government is reasonably satisfied that:

(i)  the incoming financiers will have no greater security than the existing financiers;

(ii)  the incoming financier has the required rating;

(iii)  the Re-financing is in accordance with market practice at the relevant time, on commercial terms and an arm's length basis;

(iv)  all necessary information is provided to government to assess the proposed Re-financing;

(v)  the Re-financing would not result in any of government's rights, obligations or liabilities under the Project Contracts being worse than if the financing was unchanged;

(vi)  the indebtedness will be used solely for the project;

(vii)  the private party has complied with the requirements in this Chapter 31 (Re-financing Gain) generally;

(viii)  the terms and conditions of the proposed Re-financing (taken as a whole) are not materially more onerous or disadvantageous to the private party than the existing financing arrangements;

(ix)  the private party will be able to adequately service and repay the financial indebtedness assumed under the Re-financing or that such financial indebtedness will not adversely impact the private party's ability or capacity to perform its obligations under the Project Contracts;

(x)  the calculation of any Re-financing Gain and the basis of which government is to be paid its share of the Re-financing Gain has been agreed; and

(xi)  the Re-financing would not adversely affect government's interests including not adversely affecting government's contractual liabilities.