Common use of Right of Refinancing Clause in Contracts

Right of Refinancing. With the prior consent of the Department in writing by the Department’s Authorized Representative, which consent shall not be unreasonably delayed or withheld, Developer from time to time may consummate Refinancings under the Funding Agreements on terms and conditions acceptable to Developer and in compliance with Sections 15.4.2 and 15.4.3; provided that the Department’s consent shall not be required for an Exempt Refinancing or a Rescue Refinancing so long as Developer shall: (a) notify the Department at least [30] days in advance of such Exempt Refinancing or Rescue Refinancing and (b) include in such notice facts to support the basis on which Developer believes the Refinancing constitutes an Exempt Refinancing or a Rescue Refinancing. The Department’s approval of a Refinancing shall be based on confirming compliance with Sections 15.4.2 and 15.4.3 and agreement on the amount, if any, of Refinancing Gain payable to the Department upon the closing of the Refinancing. The Department shall have no obligations or liabilities in connection with any Refinancing except to deliver estoppel certificates pursuant to Section 12.8 and to allow for the inclusion of the new Lender to be added to the Direct Agreement.