Common use of Financial Model and Model Audit Updates Clause in Contracts

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 NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances of the NTP’s shall be based on all such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

Financial Model and Model Audit Updates. 5.2.1 5.4.1 Developer shall run new projections and calculations under the Financial Model Formulas to establish a Base Case Financial Model Update: 5.2.1.1 5.4.1.1 Whenever there occurs a Compensation Event; 5.2.1.2 5.4.1.2 Whenever there occurs a Refinancing with Refinancing Gain in which TxDOT participates;; and 5.2.1.3 5.4.1.3 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 5.4.2 Base Case Financial Model Updates pursuant to Section 5.2.1.3 5.4.1.3 require the mutual written approval of the Parties. Where the Base Case Financial Model Update is pursuant to Section 5.2.1.15.4.1.1, 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 5.4.3 If TxDOT issues NTP GPNTP3, NTP IC, or NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on consisting of the respective assumptions Base Case Financial Model for all five Sections of the Project, inclusive of the IH 35E Capacity Improvement Section, as included in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriateProposal. If TxDOT issues NTP3 and there have been any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP MLNTP3, then the Base Case Financial Model Update that reflects the impact of those issuances for all five Sections of the NTP’s Project shall be based on all further updated after it is deemed adopted to take into account the effect thereon of the occurrences that were the basis for such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

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;; and 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 4.1.4.5Financial Close, 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-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 at Financial Close shall take into account only the adjustments identified in Section 4.1.4.5final terms and conditions of the Initial Funding Agreements and Initial Security Documents. 5.2.5 If TxDOT issues NTP GP, NTP IC, or NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances of the NTP’s shall be based on all such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

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;Term; and 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 NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances of the NTP’s shall be based on all such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

Financial Model and Model Audit Updates. 5.2.1 5.4.1 Developer shall run new projections and calculations under the Financial Model Formulas to establish a Base Case Financial Model Update: 5.2.1.1 5.4.1.1 Whenever there occurs a Compensation Event; 5.2.1.2 5.4.1.2 Whenever there occurs a Refinancing with Refinancing Gain in which TxDOT participates; 5.2.1.3 5.4.1.3 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 5.4.1.4 Whenever a Relief Event extends the term;Term; and 5.2.1.5 5.4.1.5 If and when there occurs an initial financing with PABs or TIFIA for which TxDOT receives compensation under Part BD, Section 4 of Exhibit 7;. 5.2.2 5.4.2 Base Case Financial Model Updates pursuant to Section 5.2.1.3 5.4.1.3 require the mutual written approval of the Parties. Where the Base Case Financial Model Update is pursuant to Section 5.2.1.15.4.1.1, 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 5.4.3 If TxDOT issues NTP GPNTP3, NTP IC, or NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on consisting of the respective assumptions Base Case Financial Model for all five Sections of the Project, inclusive of the IH 35E Capacity Improvement Section, as included in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriateProposal. If TxDOT issues NTP3 and there have been any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP MLNTP3, then the Base Case Financial Model Update that reflects the impact of those issuances for all five Sections of the NTP’s Project shall be based on all further updated after it is deemed adopted to take into account the effect thereon of the occurrences that were the basis for such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

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;; and 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 4.1.4.5Financial Close, 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-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 at Financial Close shall take into account only the adjustments identified in Section 4.1.4.5final terms and conditions of the Initial Funding Agreements and Initial Security Documents. 5.2.5 If TxDOT issues NTP GP, NTP IC, or NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances of the NTP’s shall be based on all such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.Scope

Financial Model and Model Audit Updates. 5.2.1 5.4.1 Developer shall run new projections and calculations under the Financial Model Formulas to establish a Base Case Financial Model Update: 5.2.1.1 5.4.1.1 Whenever there occurs a Compensation Event; 5.2.1.2 5.4.1.2 Whenever there occurs a Refinancing with Refinancing Gain in which TxDOT participates;; and 5.2.1.3 5.4.1.3 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 5.4.2 Base Case Financial Model Updates pursuant to Section 5.2.1.3 5.4.1.3 require the mutual written approval of the Parties. Where the Base Case Financial Model Update is pursuant to Section 5.2.1.15.4.1.1, 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 5.4.3 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 5.4.4 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 The updated audit and opinion shall (a) be co-addressed to TxDOT, and (b) TxDOT shall be expressly identify TxDOT identified therein 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 NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances final terms and conditions of the NTP’s shall be based on all such prior approved Base Case Financial Model UpdatesInitial Funding Agreements and Initial Security Documents. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

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;; and 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 The updated audit and opinion shall (a) be co-addressed to TxDOT, and (b) TxDOT shall be expressly identify TxDOT identified therein 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 NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances final terms and conditions of the NTP’s shall be based on all such prior approved Base Case Financial Model UpdatesInitial Funding Agreements and Initial Security Documents. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.5, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.

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 At the Recalibration Date and at Financial Close; 5.2.1.2 Whenever there occurs a Compensation Event; 5.2.1.2 5.2.1.3 Whenever there occurs a Refinancing with Refinancing Gain in which TxDOT participates; 5.2.1.3 5.2.1.4 Whenever the CDA FA Documents are amended and the Parties agree that the amendment has a material effect on future costs or Toll Revenues; 5.2.1.4 5.2.1.5 Whenever a Relief Event extends the termTerm; 5.2.1.5 If and when there occurs an initial financing 5.2.1.6 Whenever the GP Public Funds Amount is determined in accordance with PABs or TIFIA for which TxDOT receives compensation under Part B, Section 4 F of Exhibit 7;; and 5.2.1.7 Whenever there occurs a partial termination of this Agreement and the Lease pursuant to Section 19.12.1(d) or 19.14. The Base Case Financial Model Update (3C) is an update pursuant to Section 5.2.1.4 and, if applicable, Section 5.2.1.3. 5.2.2 Each Base Case Financial Model Update shall modify inputs only to reflect the effect of the event that triggers the update. Base Case Financial Model Updates pursuant to Section 5.2.1.3 5.2.1.4 require the mutual written approval agreement of the Parties; and the Parties hereby mutually agree to the Base Case Financial Model Update (3C). Where the Base Case Financial Model Update is pursuant to Section 5.2.1.1, 5.2.1.2, 5.2.1.3, 5.2.1.5, 5.2.1.6 or 5.2.1.7, TxDOT shall have the right to challenge, according to the Dispute Resolution Procedures, the validity, accuracy or reasonableness of any whether such Base Case Financial Model Update or the related updated and revised assumptions and datadata conform to the requirements of this Agreement and is free of calculation errors. TxDOT shall have 90 days after receiving written notice from Developer that the Base Case Financial Model 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 Base Case Financial Model 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 At the Effective Date, at the time specified in Section 4.1.4.5(g), within two Business Days after the Effective Recalibration Date and the Calculation Date, on the date of any Base Case Financial Model Update pursuant to Section 5.2.1.6, and within two Business Days after the last date of Financial Close (3C) with respect to the market interest rate protection period under Section 4.1.4.5Base Case Financial Model Update (3C), Developer shall deliver to TxDOT an update of the audit and opinion or update thereof, as the case may be, obtained from the independent model auditor that provided to TxDOT an opinion on suitability of the Base Case Financial Modelset forth in Exhibit 2. 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 any market interest rate protection period shall take into account only the adjustments identified in Section 4.1.4.54.1.4.6. 5.2.5 If TxDOT issues NTP GP, NTP IC, or NTP ML the Parties shall automatically be deemed to have adopted a Base Case Financial Model Update based on the respective assumptions in the Ultimate Scope Financial Model reflecting the General Purpose Lane Capacity Improvement, Interchange Capacity Improvement, or Managed Lane Capacity Improvement, as appropriate. If any Base Case Financial Model Updates have been approved prior to issuing any of NTP GP, NTP IC, or NTP ML, then the Base Case Financial Model Update that reflects the impact of those issuances of the NTP’s shall be based on all such prior approved Base Case Financial Model Updates. 5.2.6 If a Base Case Financial Model Update occurs prior to the Base Case Financial Model adjustment under Section 4.1.4.54.1.4.6, then concurrently with such adjustment the then Base Case Financial Model Update shall be revised to incorporate the effect of such adjustment.