37.  CUSTODY OF FINANCIAL MODEL129

37.1  Immediately after execution of this Agreement, Project Co shall deliver two (2) copies of the Financial Model to the Custodian (both on disc and in hard copy) to be held in custody in accordance with the provisions of the Custody Agreement.

37.2  Either party shall have the right to inspect and audit the Financial Model at all reasonable times.

37.3  Unless otherwise agreed between the parties, any amendments to the Financial Model shall reflect, be consistent with and be made only in accordance with the provisions of this Agreement, and shall in all cases be subject to the prior written approval of the Board (such approval not to be unreasonably withheld or delayed).  In the event that the parties fail to agree any proposed amendments to the Financial Model, the matter shall be referred for resolution in accordance with Part 26 of the Schedule (Dispute Resolution Procedure).

37.4  Following the approval of any amendment of the Financial Model by the Board, Project Co shall promptly deliver a copy of the revised Financial Model to the Board, and two (2) copies to the Custodian, in the same form as the original form (or such other form as may be agreed by the parties from time to time).

37.5  The parties shall instruct the Custodian to keep a copy of all versions of the Financial Model on disc and in hard copy.

 




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129 Boards to consider whether alternative arrangements might be more appropriate provided it is always clear which the most recent version of the model is and where it is kept.