31.2.2  Exemptions

Re-financing will not include any Re-financing which was specifically contemplated at Financial Close and reflected in the Base Case Financial Model at Financial Close.  Such Re-financings will be exempted only up to the amounts included in the Base Case Financial Model as at Financial Close. Government must ensure that adequate due diligence of the Base Case Financial Model is conducted prior to Financial Close to ensure that any Re-financing assumptions are clarified and agreed.

For jurisdictions where the definition of Re-financing does not include the requirement that they give rise to a Re-financing Gain or change in the profile of government's liabilities, the following exemptions also apply:

(a)  disposals of investments or commitments of debt or equity in an arm's length transaction at market value;

(b)  the syndication or subscription of any debt under the current financing agreements that is contemplated at Financial Close;

(c)  depending on the financing arrangements of the individual project, the Change in Control or sell down of any bonds in an arm's length transaction at market value; and

(d)  waivers and consents and similar actions which relate to day to day administrative matters.

All the above exemptions assume that the project is not undertaken on a corporate finance basis.