81.1  Records and Open Book Accounting

The Contractor shall (and shall procure that each sub-contractor shall) at all times:

81.1.1  maintain a full record of particulars of the costs of performing the Works and the Services;

81.1.2  upon request by the Authority, provide a written summary of any of the costs referred to in clause 81.1.1, including details of any funds held by the Contractor specifically to cover such costs, in such form and detail as the Authority may reasonably require to enable the Authority to monitor the performance by the Contractor of its obligations under this Agreement;

81.1.3  provide such Stations as the Authority may reasonably require for its representatives to visit any place where the records are held and examine the records maintained under this clause; and

81.1.4  the Contractor shall:

(i)  provide to the Authority on 31 March, 30 June, 30 September and 31 December each year a document listing all information provided by it to the Senior Lenders during the preceding three month period and, at the request of the Authority, provide to the Authority any information provided by it to the Senior Lenders during the term of the Agreement and any other information relating to the Project that the Authority may reasonably require;

(ii)  provide to the Authority copies of its annual report and accounts within 20 days of publication;

(iii)  provide to the Authority a copy of the [Senior Lenders' Financial Model] at Financial Close and (as the same may be amended) within [20] twenty Business Days of any amendment thereto;

(iv)  promptly upon the occurrence of a [Financing Default]194 notify the Authority of such Financing Default; and

(v)  use all reasonable endeavours to assist the Authority in its preparation of any report required by [Department] or HM Treasury, from time to time;

81.1.5  The Authority may, in the circumstances referred to in clause 81.4 (iv) above (regardless of whether the Senior Lenders have exercised any enforcement or similar rights under the Senior Financing Agreements) require the Contractor to provide an Interim Project Report195 and to attend, and use all reasonable endeavours to ensure that the Senior Lenders attend, such meetings as the Authority may convene to discuss such Interim Project Report and the circumstances giving rise to it.

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194 This should be defined by reference to the borrower defaults under the Senior Financing Agreements (and applies whether or not the Senior Lenders choose to accelerate their loan).  Please note that this obligation is additional to the obligations of the Agent under the provision in the Direct Agreement which is equivalent to clause 10(d) of the direct agreement set out at section 31 of SoPC4.

195 The Authority should insert a definition of Interim Project Report, setting out in this the broad headings and issues which it requires it to cover.