Financial Model and Model Audit Updates Clause Samples

Financial Model and Model Audit Updates. 5.2.1 Developer shall run new projections and calculations under the Financial Model Formulas to establish a Base Case Financial Model Update: 5.2.1.1 Whenever there occurs a Compensation Event; 5.2.1.2 Whenever there occurs a Refinancing with Refinancing Gain in which TxDOT participates; 5.2.1.3 Whenever the CDA Documents are amended and the Parties agree that the amendment has a material effect on future costs or Toll Revenues; 5.2.1.4 Whenever a Relief Event extends the term; 5.2.1.5 If and when there occurs an initial financing with PABs or TIFIA for which TxDOT receives compensation under Part B, Section 4 of Exhibit 7; 5.2.2 Base Case Financial Model Updates pursuant to Section 5.2.1.3 require the mutual written approval of the Parties. Where the Base Case Financial Model Update is pursuant to Section 5.2.1.1, TxDOT shall have the right to challenge, according to the Dispute Resolution Procedures, the validity, accuracy or reasonableness of any Base Case Financial Model Update or the related updated and revised assumptions and data. TxDOT shall have 90 days after receiving written notice from Developer that the Update has been deposited in an Intellectual Property Escrow to commence action under the Dispute Resolution Procedures. In the event of a challenge, the immediately preceding Base Case Financial Model Update that has not been challenged (or, if there has been no unchallenged Update, the Base Case Financial Model) shall remain in effect pending the outcome of the challenge or until a new Base Case Financial Model Update is issued and unchallenged. 5.2.3 In no event shall the Financial Model Formulas be changed except with the prior written approval of both Parties, each in its sole discretion. 5.2.4 Within two Business Days after the Effective Date, and within two Business Days after the last date of the market interest rate protection period under Section 4.1.4.5, Developer shall deliver to TxDOT an update of the audit and opinion obtained from the independent model auditor that provided to TxDOT an opinion on suitability of the Base Case Financial Model. Each updated audit and opinion shall (a) be co-addressed to TxDOT, and (b) expressly identify TxDOT as an entity entitled to rely thereon. The updated audit and opinion to be delivered within two Business Days after the last date of the market interest rate protection period shall take into account only the adjustments identified in Section 4.1.4.5. 5.2.5 If TxDOT issues NTP GP, NTP IC, or N...