Common use of Base Case Financial Model Updates Clause in Contracts

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌ (b) Upon the occurrence of the following events, the Developer will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌ (i) upon submission of a notice of a Refinancing under Section 7.08; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Completion Date;‌ (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer notifies the Department that it proposes to undertake a Developer Project Enhancement; and (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌ (c) Any proposed Base Case Financial Model Update will become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a). (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the Financial Model Formulas.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with As of the terms of this AgreementSecond Amended and Restated Agreement Date, in no event will the Base Case Financial Model or any Base Case Financial Model update Update (“NEXT Draft) dated August 13, 2021 (10:48 AM EST) is the most recent undisputed Base Case Financial Model Update”) be changed except with the prior written approval of both the Department and the Developer. The Developer Base Case Financial Model Update (NEXT Draft) will furnish to be the Department any password or other access rights basis for the Base Case Financial Model Update.‌Update (NEXT Final), to be delivered to the Department by the Concessionaire prior to NEXT Financial Close, in accordance with Section 5.04(h) and which will become the governing Base Case Financial Model Update upon NEXT Financial Close. If the NEXT Project alone is terminated for any reason, including because the Concessionaire fails to reach NEXT Financial Close, then the Base Case Financial Model Update dated August 13, 2021 (10:48 AM EST) (or any subsequent undisputed Base Case Financial Model Update that has been most recently agreed to by the parties in accordance with this Section 5.04 prior to the termination of the NEXT Project) will be reinstated as the most recent undisputed Base Case Financial Model Update, as it may be updated in accordance with this Section 5.04 from time to time. (b) Upon the occurrence of the following events, the Developer will The Concessionaire shall provide to the Department a proposed Base Case Financial Model Update Update, which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌following event or occurrence as of the date of the event or occurrence: (i) upon submission on or before September 30 of a notice each calendar year until fiscal year 2022 and thereafter on or before March 31 of a Refinancing under Section 7.08each fiscal year, including the updated TRI to the end of the preceding calendar or fiscal year, as applicable, updates to reflect audited historical cash flows for the most recent fiscal year, provided, however, such Base Case Financial Model Update will not, except as otherwise agreed in writing by the parties, include changes in financial model formulas or cash flow forecasts; (ii) within 60 Days days after the delivery occurrence of a Delay Event Notice that extends the Project Completion Date;‌Compensation Event; (iii) within 60 Days days after the delivery occurrence of a Compensation Delay Event Noticethat extends the NEXT Guaranteed Final Completion Date; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer Concessionaire notifies the Department that it proposes to undertake a Developer Concessionaire Project Enhancement; and; (viv) within 60 Days days after the parties agree that any amendments to this Agreement have had or will the other Project Agreements (including Department Changes during the Work Period pursuant to Section 7.12) have a material effect on future costs or Gross Revenues.‌Toll Revenues; (vi) concurrently with written notice of any proposed Refinancing in accordance with Section 6.06(a)(ii); and (vii) within 60 days after a termination of the NEXT Project (such Base Case Financial Model Update to remove the impact of the NEXT Project). (c) The Department will have the right to dispute any proposed Base Case Financial Model Update. Within 21 Days after receipt, the Department will accept or dispute a proposed Base Case Financial Model Update (as applicable) and, if it disputes a proposed Base Case Financial Model Update (as applicable), specifying its reasons for such dispute in sufficient detail to enable the Concessionaire to correct the errors or deficiencies. To the extent that the Concessionaire and the Department cannot agree on the changes within 90 Days of the Concessionaire delivering the proposed Base Case Financial Model Update (as applicable) to the Department, the Dispute will be resolved in accordance with the dispute resolution procedures described in Section 17.06. (d) In the event of a challenge, the immediately preceding Base Case Financial Model Update that has not been challenged shall remain in effect pending resolution of the challenge or until a new Base Case Financial Model Update is issued and unchallenged. If a Base Case Financial Model Update has not been challenged, or if any such challenge has been so resolved, the Base Case Financial Model Update shall be submitted to the Escrow Agent in accordance with Section 18.05(e). In addition, the Concessionaire will deposit with the Escrow Agent the NEXT Binding Proposal Base Case Financial Model within 30 days after the Second Amended and Restated Agreement Date. (e) Any proposed Base Case Financial Model Update will shall become the Base Case Financial Model Update following its approval by the Department. (f) Other than in accordance with the terms of this Agreement, in no event will any Base Case Financial Model Update be changed except with the prior written approval of both the Department and the Concessionaire. (g) The Concessionaire will not cause (or permit any other Person to cause) any Base Case Financial Model Update to contain any hidden data. The Concessionaire will furnish to the Department any password or other access rights for any Base Case Financial Model Update. (h) In connection with the NEXT Financial Close, the Concessionaire shall prepare and deliver to the Department a Base Case Financial Model Update (the “Base Case Financial Model Update (NEXT Final)”) in accordance with Section 6.02(a5.04(a). The Base Case Financial Model Update (NEXT Final) will be inclusive of the Original HOT Lanes and the NEXT HOT Lanes. (di) Within 150 Days following Upon the end Department’s approval of each fiscal year, the Base Case Financial Model Update (NEXT Final) such model shall be the most recent undisputed Base Case Financial Model Update (orUpdate. Thereafter, if there has been no undisputed future Base Case Financial Model Update, the Base Case Financial Model) Updates will be updated to reflect audited historical cash flows for governed by this Sections 5.04 and must be inclusive of the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through Original HOT Lanes and the Financial Model FormulasNEXT HOT Lanes.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model, the Adjusted Financial Model, the Adjusted Financial Model Update or any Base Case Financial Model update (“Base Case Financial Model Update”) Update be changed except with the prior written approval of both the Department and the DeveloperConcessionaire. The Developer Concessionaire will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌Update or Adjusted Financial Model Update. (b) Upon the occurrence of the following events, the Developer Concessionaire will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌event: (i) upon submission of a notice of a Refinancing under Section 7.087.05; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Guaranteed Substantial Completion Date;‌Date or the 395 Guaranteed Final Completion Date; (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer Concessionaire notifies the Department that it proposes to undertake a Developer Concessionaire Project Enhancement; and; (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌Revenues; and (vii) within 60 Days after the Department delivers notice of the anticipated STE Final Acceptance Date under Section 8A.06(b). (c) Any proposed Base Case Financial Model Update will shall become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a)Department. (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial ModelModel or Base Case Financial Model Update (95/395 Final)) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not, except as otherwise agreed in writing by the Parties, include changes in: (i) include changes in Financial Model Formulas, Formulas and (ii) include changes in forecast cash flows flows. (e) The Concessionaire and the Department agree to the composition of the Base Case Financial Model Update as of the Amended and Restated Agreement Date (the “Base Case Financial Model Update (95/395 Interim)”), which is included in the 395 Escrow Documents and which will be deposited with the Escrow Agent as described in Section 18.05, provided that such agreement shall not preclude the Concessionaire from providing and updating the Base Case Financial Model to reflect any alternate financing structure and related terms for the Department’s review and comment. As of the Amended and Restated Agreement Date, the Base Case Financial Model Update (95/395 Interim) is the most recent undisputed Base Case Financial Model Update. (f) In connection with the 395 Project, the Concessionaire shall prepare and deliver to the Department the Base Case Financial Model Updates set forth in the table below. The Base Case Financial Model Update (95/395 Interim) and all of the Base Case Financial Model Updates set forth below will be inclusive of the HOT Lanes in the 95 Corridor and the 395 Corridor. 22 DMEAST #27287336 v26 Model Title Description Due Date Base Case Financial Model Update (95/395 Draft) Iterative model submitted at various times prior to 395 Financial Close to reflect most recent financing terms and structure and 395 Project costs (including the 395 Design-Build Cost and the cost of the TTMS Work), in accordance with Section 7.03A(a)(i)-(iii). In accordance with Section 7.03A(a)(i)-(iii). Base Case Financial Model Update (95/395 Early Work Completion) Model must be mutually agreed between the Parties and must incorporate all Scope Issues identified during the 395 Scope Validation Work, in accordance with Section 8.17(b)(iii). Within ten days after the 395 Scope Validation Work Completion Date, in accordance with Section 8.17(b)(viii). Base Case Financial Model Update (95/395 Final) Updated version of the Base Case Financial Model Update (95/395 Draft), in accordance with Section 7.03A(b) and Exhibit BB. Upon 395 Financial Close, in accordance with Section 7.03A(a)(iv) and Section 8.17(b)(ix). Base Case Financial Model Update (95/395 Early Work Resolution) Model must incorporate all resolved Scope Issues, in accordance with Section 8.17(b)(x). The 395 Public Funds Amount will be adjusted to reflect resolved Scope Issues as appropriate. Within ten days after resolution of all Scope Issues. (g) Upon the Department’s approval of (a) the Base Case Financial Model Update (95/395 Final) or (iiib) allow such historical information to flow through the Base Case Financial Model FormulasUpdate (95/395 Early Work Resolution), whichever is later, such later-approved Base Case Financial Model Update shall be the most recent undisputed Base Case Financial Model Update. Thereafter, future Base Case Financial Model Updates will be governed by Section 6.02(a), (b), (c) and (d), and must be inclusive of the HOT Lanes in the 95 Corridor and the 395 Corridor.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) Update be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌Concessionaire. (b) Upon the occurrence of any one the following events, the Developer Concessionaire will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌event: (i) upon submission of a notice of a Refinancing under Section 7.087.05; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Guaranteed Substantial Completion Date;‌Date, the 395 Guaranteed Final Completion Date, or the Xxxx Ex Guaranteed Final Completion Date; (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer Concessionaire notifies the Department that it proposes to undertake a Developer Concessionaire Project Enhancement; and; (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌Revenues; (vii) within 60 Days after the Department delivers notice of the anticipated STE Final Acceptance Date under Section 8A.06(b); and (viii) within 60 Days before the date of any Xxxx Ex Additional Financial Close pursuant to Section 7.03C; provided, that (x) such proposed Base Case Financial Model Update shall be based upon the Base Case Financial Model Update (Xxxx Ex Final) accepted by the Department as true and complete as of Xxxx Ex Financial Close, and shall be updated to reflect actuals for the most recently audited fiscal year, changes in projections, changes in the proposed financing structure, and changes in all other inputs since Xxxx Ex Financial Close, and (y) such proposed Base Case Financial Model Update may be modified in connection with Sections 7.03C(a)(iii) and (v). (c) Any proposed Base Case Financial Model Update will shall become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a)Department. (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not, except as otherwise agreed in writing by the Parties, include changes in: (i) include changes in Financial Model Formulas, Formulas and (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the flows. Each Base Case Financial Model FormulasUpdate will be deposited with the Escrow Agent as described in Section 18.05. In addition, the Concessionaire will deposit with the Escrow Agent the Xxxx Ex Project Binding Proposal Base Case Financial Model within 30 days after the Second Amended and Restated Agreement Date. (e) Commencing on the fiscal year after the occurrence of the Gross Toll Share Payment Trigger, at the end of each of the Concessionaire’s second fiscal quarter, the Concessionaire will provide to the Department updates to the Base Case Financial Model Update related to the Gross Toll Revenues and the Gross Toll Share Payment related to such six-month period. (f) In connection with the Xxxx Ex Financial Close, the Concessionaire shall prepare and deliver to the Department a Base Case Financial Model Update (the “Base Case Financial Model Update (Xxxx Ex Final)”) in accordance with Section 7.03B(b)(i). The Base Case Financial Model Update (Xxxx Ex Final) will be inclusive of the Original HOT Lanes, the 395 HOT Lanes, the STE HOT Lanes, and the Xxxx Ex HOT Lanes. (g) Upon the Department’s approval of the Base Case Financial Model Update (Xxxx Ex Final) such model shall be the most recent undisputed Base Case Financial Model Update. Thereafter, future Base Case Financial Model Updates will be governed by Sections 6.02(a), (b), (c), (d) and (e), and must be inclusive of the Original HOT Lanes, the 395 HOT Lanes, the Xxxx Ex HOT Lanes, and any STE HOT Lanes.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) Update be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌Concessionaire. (b) Upon the occurrence of any one the following events, the Developer Concessionaire will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌event: (i) upon submission of a notice of a Refinancing under Section 7.087.05; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Guaranteed Substantial Completion Date;‌Date, the 395 Guaranteed Final Completion Date, or the Xxxx Ex Guaranteed Final Completion Date; (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer Concessionaire notifies the Department that it proposes to undertake a Developer Concessionaire Project Enhancement; and; (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌Revenues; (vii) within 60 Days after the Department delivers notice of the anticipated STE Final Acceptance Date under Section 8A.06(b); and (viii) within 60 Days before the date of any Xxxx Ex Additional Financial Close pursuant to Section 7.03C; provided, that (x) such proposed Base Case Financial Model Update shall be based upon the Base Case Financial Model Update (Xxxx Xx Final) accepted by the Department as true and complete as of Xxxx Ex Financial Close, and shall be updated to reflect actuals for the most recently audited fiscal year, changes in projections, changes in the proposed financing structure, and changes in all other inputs since Xxxx Ex Financial Close, and (y) such proposed Base Case Financial Model Update may be modified in connection with Sections 7.03C(a)(iii) and (v). (c) Any proposed Base Case Financial Model Update will shall become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a)Department. (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not, except as otherwise agreed in writing by the Parties, include changes in: (i) include changes in Financial Model Formulas, Formulas and (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the flows. Each Base Case Financial Model FormulasUpdate will be deposited with the Escrow Agent as described in Section 18.05. In addition, the Concessionaire will deposit with the Escrow Agent the Xxxx Ex Project Binding Proposal Base Case Financial Model within 30 days after the Second Amended and Restated Agreement Date. (e) Commencing on the fiscal year after the occurrence of the Gross Toll Share Payment Trigger, at the end of each of the Concessionaire’s second fiscal quarter, the Concessionaire will provide to the Department updates to the Base Case Financial Model Update related to the Gross Toll Revenues and the Gross Toll Share Payment related to such six-month period. (f) In connection with the Xxxx Ex Financial Close, the Concessionaire shall prepare and deliver to the Department a Base Case Financial Model Update (the “Base Case Financial Model Update (Xxxx Ex Final)”) in accordance with Section 7.03B(b)(i). The Base Case Financial Model Update (Xxxx Ex Final) will be inclusive of the Original HOT Lanes, the 395 HOT Lanes, the STE HOT Lanes, and the Xxxx Ex HOT Lanes. (g) Upon the Department’s approval of the Base Case Financial Model Update (Xxxx Ex Final) such model shall be the most recent undisputed Base Case Financial Model Update. Thereafter, future Base Case Financial Model Updates will be governed by Sections 6.02(a), (b), (c), (d) and (e), and must be inclusive of the Original HOT Lanes, the 395 HOT Lanes, the Xxxx Ex HOT Lanes, and any STE HOT Lanes.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌ (b) Upon the occurrence of the following events, the Developer will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise otherwise‌ agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌event: (i) upon submission of a notice of a Refinancing under Section 7.08; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Completion Date;‌ (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer notifies the Department that it proposes to undertake a Developer Project Enhancement; and (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌ (c) Any proposed Base Case Financial Model Update will become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a). (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the Financial Model Formulas.

Base Case Financial Model Updates. ‌ (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) Update be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.‌Update. (b) Upon the occurrence of the following events, the Developer will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:‌event: (i) upon submission of a notice of a Refinancing under Section 7.08; (ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Completion Date;‌Date; (iii) within 60 Days after the delivery of a Compensation Event Notice; (iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04; (v) within 60 Days after the Developer notifies the Department that it proposes to undertake a Developer Project Enhancement; and (vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.‌Revenues. (c) Any proposed Base Case Financial Model Update will become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a). (d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the Financial Model Formulas.