Common use of Ancillary Documents Clause in Contracts

Ancillary Documents. ‌ (a) Project Co shall not:‌ (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌ (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.327.3, 48.3 49.3 and 49.2 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.349.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise exercise, or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.327.3, 48.3 49.3 and 49.2 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, exercise or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, exercise or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or Section 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or Section 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.349.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe CTC, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe CTC, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authoritythe CTC, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe CTC, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority the CTC or the Contracting Authority CTC Representative, Project Co will deliver or cause to be delivered to Contracting Authority the CTC or the Contracting Authority CTC Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authoritythe College, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority the College or the Contracting Authority College Representative, Project Co will deliver or cause to be delivered to Contracting Authority the College or the Contracting Authority College Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthoritySMH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthoritySMH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting AuthoritySMH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthoritySMH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority SMH or the Contracting Authority SMH Representative, Project Co will deliver or cause to be delivered to Contracting Authority SMH or the Contracting Authority SMH Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.331.3, 48.3 44.5, 58.3 and 49.2 59.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s 's ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityWGH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s 's ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityWGH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityWGH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s 's ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityWGH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in Subcontractors, including Section 48.358.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise exercise, or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or Section 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or Section 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Representative Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.331.3, 48.3 44.5, 58.3 and 49.2 59.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s 's ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityNHS, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s 's ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityNHS, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityNHS, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s 's ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityNHS, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in Subcontractors, including Section 48.358.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityWCH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityWCH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityWCH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityWCH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.331.3, 48.3 43.5, 57.3 and 49.2 58.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting Authoritythe City, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.357.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityCAMH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityCAMH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityCAMH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityCAMH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in Subcontractors, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌ (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise exercise, or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityOsler, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityOsler, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting Authority▇▇▇▇▇, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityOsler, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌ (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ without the prior written consent of Contracting Authoritythe College, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe College, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority the College or the Contracting Authority College Representative, Project Co will deliver or cause to be delivered to Contracting Authority the College or the Contracting Authority College Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s Co‟s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s Co‟s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting AuthorityHMQ, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s Co‟s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority HMQ or the Contracting Authority HMQ Representative, Project Co will deliver or cause to be delivered to Contracting Authority HMQ or the Contracting Authority HMQ Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌perform its obligations under and observe all of the provisions of the Ancillary Documents and shall: (i) not terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌; (ii) not make or agree to any amendment, restatement or other modification to material variation of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potentialDocument; (iii) breach not in any material respect depart from its obligations under any Ancillary Document (or waive, exercise, waive or allow to lapse any rights it may havehave under any Ancillary Document in a material respect to the extent such waiver or lapsing could have an adverse effect on the ability of Project Co to perform its obligations, the Project or the rights of TfL); (iv) or permit others ensure that no counterparty to breach their an Ancillary Document in any material respect departs from its obligations under any Ancillary Document (or waive, exercise, waives or allow allows to lapse any rights they may have) have under any Ancillary Document, if any Document in a material respect to the extent such breach (waiver or waiver, exercise or lapse) would materially adversely affect lapsing could have an adverse effect on the ability of Project Co’s ability Co to perform its obligations under this obligations, the Project Agreement or that have the effect rights of increasing any liability of Contracting Authority, whether actual or potential; orTfL); (ivv) not enter into, into (or permit the entry into by any other person of, ) any new Ancillary Document or any agreement replacing all or part of (or otherwise materially and adversely affecting the interpretation of) any Ancillary Document; (vi) not permit the assignment or transfer of any Ancillary Document other than in accordance with the Funders' Direct Agreement; and (vii) ensure that the Ancillary Documents allow Project Co and TfL to disclose such documents as required by the Transferred Third Party Functions, except in the circumstances referenced in Section 8.2(a)(i),‌ without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(iRetained Third Party Functions (as applicable) or 8.2(a)(iv)otherwise by the Third Party Agreements, unless and to the extent that the proposed course of action (and any relevant documentation) has been submitted to TfL for review and there has been no objection made by TfL within thirty (30) Working Days of receipt by TfL of such consent shall submission, or such shorter period as may be agreed by the Parties. (b) Project Co acknowledges and agrees that TfL is entitled to refuse to give its approval under clause 3.1(a) in circumstances where the proposed course of action would: (i) be inconsistent with: (A) TfL's statutory duties; or (B) any provision of this Agreement; (ii) be in breach of, not be withheldin accordance with or otherwise not comply with, and shall be provided within a reasonable timeany Applicable Requirements; (iii) on the balance of probabilities, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s 's ability to perform its obligations under this Project Agreement; (iv) on the balance of probabilities, adversely affect TfL's ability to perform its obligations under this Agreement; (v) be likely to adversely impact on TfL's public image; (vi) be likely to adversely impact on the Project; (vii) on the balance of probabilities, adversely affect any right of TfL under this Agreement or have the effect of increasing its ability to enforce any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3.such right; or (bviii) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to not be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documentsin accordance with Good Industry Practice.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityHHS, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityHHS, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityHHS, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHHS, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project DB Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.327.3, 48.3 49.3 and 49.2 50.2 or otherwise to prevent or cure a Project DB Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project DB Co Event of Default);‌Default); (ii) subject to Section 8.2(a)(i) above, make or agree to any amendment, restatement or other modification to or exercise any of its rights under any Ancillary Document that materially adversely affects Project DB Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project DB Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authoritythe City, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project DB Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe City, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project DB Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.349.3. (b) Upon the written request of Contracting Authority the City or the Contracting Authority City Representative, Project DB Co will deliver or cause to be delivered to Contracting Authority the City or the Contracting Authority City Representative a copy(ies) copy of any notice(s) notices delivered or received by Project DB Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, Document except pursuant to Sections 26.3, 48.3 9.1 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌34.2; (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project the Agreement or that has the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would Document that materially adversely affect Project Co’s ability to perform its obligations under this Project the Agreement or that have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 2.11(a)(i), without the prior written consent of Contracting AuthorityHMQ, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i2.11(a)(i) or 8.2(a)(iv2.11(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i2.11(a)(i) or 8.2(a)(iv2.11(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 2.11(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv2.11(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in Subcontractors, including Section 48.3Article 9 (Subcontracting). (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityHRRH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityHRRH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityHRRH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHRRH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 42.5, 56.3 and 49.2 57.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthoritySJHC, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthoritySJHC, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthoritySJHC, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthoritySJHC, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.356.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or waive or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityJBH, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityJBH, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting AuthorityJBH, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityJBH, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority JBH or the Contracting Authority JBH Representative, Project Co will deliver or cause to be delivered to Contracting Authority JBH or the Contracting Authority JBH Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 43.5, 57.3 and 49.2 58.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityHMQ, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.357.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.325A.3, 48.3 47.3 and 49.2 48.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, exercise or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, exercise or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.347.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.331.3, 48.3 44.5, 58.3 and 49.2 59.2 or otherwise except to prevent or to cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authoritythe Ministry, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authoritythe Ministry, whether actual or potential; or (iv) enter into, or permit the entry into by any other person ofinto, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting Authoritythe Ministry, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authoritythe Ministry, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.358.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌ (ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌ (i) not: terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.327.3, 48.3 49.3 and 49.2 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌ (ii) Default); make or agree to any amendment, restatement or other modification to or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) ; breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) or enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.349.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 43.5, 57.3 and 49.2 58.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s Co‟s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s Co‟s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityHMQ, not to be unreasonably withheld or delayed, provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s Co‟s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityHMQ, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in Subcontractors, including Section 48.357.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.330.3, 48.3 43.5, 57.3 and 49.2 58.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to of any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting AuthorityIO, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would that materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting AuthorityIO, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 7.2(a)(i), without the prior written consent of Contracting AuthorityIO, not to be unreasonably withheld or delayed; provided that, where consent is requested pursuant to Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i7.2(a)(i) or 8.2(a)(iv7.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting AuthorityIO, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), 7.2(a)(i) or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv7.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating applicable to changes in SubcontractorsProject Co Parties, including Section 48.357.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) of any notice(s) delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. ‌ (a) Project Co shall not:‌not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 26.3, 48.3 and 49.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);‌Default); (ii) make or agree to any amendment, restatement or other modification to or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive, exercise, waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise, waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i),‌ 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 48.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy(ies) copy of any notice(s) notices delivered or received by Project Co under any of the Ancillary Documents.