3  Revisions to the Financial Model

3.1  Where the parties agree that the financial consequences of any Relevant Event are best dealt with without a revision to the Financial Model, they shall agree to make such revision to the Service Payment as necessary on a one-off or recurrent basis.  Such change shall, on the next occasion that there is a revision to the Financial Model in accordance with this Schedule 23 be consolidated as an update to the Service Payment and Financial Model.

3.2  Prior to making any changes to the Financial Model (subject to any express provision of this Agreement to the contrary), the parties shall agree the Effective Date for the change and the basis of the revision to the Financial Model.

3.3  Except for revisions due to:

(a)  a Qualifying Refinancing (in which case the provisions of Schedule 21 (Refinancing) shall apply);

(b)  a Change requested by the Service Provider which results in costs savings (and such costs savings are shared in accordance with the relevant provisions of the Change Protocol),

the Service Payment shall be revised so as to ensure that the Service Provider is in no better and no worse position (as defined by paragraph 4.3) than it was prior to the Effective Date and the event which gave rise to the need for the revision.  In no circumstances shall any revision provide compensation to the Service Provider for any deviation in performance from that predicted in the latest Financial Model as agreed between the parties or determined in accordance with the Dispute Resolution Procedure.

3.4  The Service Provider shall take all reasonable and appropriate steps to mitigate the effects of any revision including, in particular, but without limitation, mitigating any adverse impact upon the Authority.

3.5  If the Financial Model is to be revised, then the Service Provider shall make appropriate electronic amendments to it to effect such revisions made in accordance with this Schedule 23.

3.6  Where a revision to the Service Payment is required, the Service Provider shall, at its own cost, save as otherwise expressly provided, revise the Financial Model and submit to the Authority a revised Financial Model reflecting such adjustments.