Project Co must not implement any Refinancing without the State's consent. The State is not permitted to unreasonably withhold or delay its consent (except in the case of any change to the payment of the State Contribution), and must give (or withhold) its consent within 20 Business Days of receiving full details of any proposed Refinancing.
If a Refinancing results in a Refinancing Gain, the State is entitled to:
• 100 per cent of the Refinancing Gain which arises from a change in the manner or timing of payment of the State Contribution; and
• 50 per cent of any other Refinancing Gain, calculated after taking into account any reductions in the Equity IRR arising from any previous Refinancings.
The State does not share in any losses suffered by Project Co or the Equity Investors as the result of a Refinancing which does not meet the Refinancing assumptions that are bid and locked into the Financial Close Financial Model.