(a) (Provision of details): Project Co must:
(i) at least 60 Business Days prior to any proposed Refinancing (or such shorter period of no less than 35 Business Days as Project Co reasonably requests if the proposed Refinancing is in response to any actual or potential event of default under any Finance Document), consult with the State to outline the proposed refinancing strategy and alert the State to any changes that may have a material impact on the ability of Project Co to meet its obligations under the Project Documents;
(ii) promptly (and at least 30 Business Days prior to the proposed Refinancing) provide the State with full details of any proposed Refinancing consistent with the requirements of clause 53, including:
A. a copy of the proposed financial model relating to it;
B. the basis for the assumptions used in the proposed financial model;
C. a comparison with any refinancing assumed within the Financial Model;
D. a certificate in terms acceptable to the State from the auditors of such financial model;
E. details of any revised Base Case Floating Rate Debt, Base Case Floating Rate Interest Payment or Base Case Interest Rate for the purposes of the Payment Schedule; and
F. a copy of any draft document proposed to be entered into in connection with such Refinancing; and
(iii) at least 2 Business Days prior to the proposed Refinancing, provide the State with final execution versions of each document proposed to be entered into.
(b) (Material changes): The proposed financial model provided under clause 37.2(a)(ii):
(i) must show, amongst other things:
A. the material changes to Project Co's obligations to its Financiers;
B. projected Distributions; and
C. any anticipated Refinancing Gain; and
(ii) may include adjustments to any relevant assumptions necessary to reflect the committed financing terms of the proposed Refinancing. Any assumptions relating to the period beyond the term of the proposed Refinancing must be the same as those set out in the Financial Model immediately prior to the proposed Refinancing.
(c) (State's unrestricted rights): Project Co agrees that the State, whether before, during or at any time after any Refinancing, will have unrestricted rights of audit of any financial model and documentation, including formulae and calculations used in connection with the Refinancing.