Base Case Financial Model. Section 6.01 Initial Base Case Financial Model and Base Case Financial Model (a) The Developer and the Department agree to the composition of the Initial Base Case Financial Model as of the Agreement Date, which is included in the Escrow Documents and which will be deposited with the Escrow Agent as described in Section 18.05. (b) The Initial Base Case Financial Model will be updated upon Financial Close in accordance with Section 7.06 and will become the Base Case Financial Model. The Base Case Financial Model may be updated, following agreement between the parties, for any event applicable under Section 6.02(b). (c) The Developer will not cause (or permit any other Person to cause) the Initial Base Case Financial Model or the Base Case Financial Model to contain any hidden data. The Developer will furnish to the Department any password or other access rights for each of the Initial Base Case Financial Model or the Base Case Financial Model. Section 6.02 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.
Appears in 2 contracts
