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 47.3 and 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 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 the College, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the 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 the 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 the 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 47.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 27.3, 49.3 and 48.2 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) make or agree to any amendment, restatement or other modification 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.349.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeContracting 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 the CollegeContracting 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 the CollegeContracting 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 47.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the CollegeCTC, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeCTC, 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 the CollegeCTC, 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 the CollegeCTC, 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 47.3. (b) Upon the written request of the College CTC or the College CTC Representative, Project Co will deliver or cause to be delivered to the College CTC or the College CTC Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 27.3, 49.3 and 48.2 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) make or agree to any amendment, restatement or other modification or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.349.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any 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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy copy(ies) of any notices notice(s) delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeHHS, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHHS, 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)(i7.2(a)(i), without the prior written consent of the CollegeHHS, 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 the CollegeHHS, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeCAMH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeCAMH, 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)(i7.2(a)(i), without the prior written consent of the CollegeCAMH, 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 the CollegeCAMH, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the CollegeJBH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeJBH, 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 the CollegeJBH, 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 the CollegeJBH, 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 47.3. (b) Upon the written request of the College JBH or the College JBH Representative, Project Co will deliver or cause to be delivered to the College JBH or the College JBH Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 43.5, 57.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeHMQ, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHMQ, 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)(i7.2(a)(i), without the prior written consent of the CollegeHMQ, 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 the CollegeHMQ, 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 47.357.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Representative, Contracting Authority Representative Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. (a) Project Co shall notperform 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 47.3 and 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) not make or agree to any amendment, restatement or other modification or waive or exercise any material variation 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 the College, whether actual or potentialDocument; (iii) breach not in any material respect depart from its obligations under any Ancillary Document (or 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 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 (or waiver 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 the College, 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 Retained Third Party Functions (as applicable) or 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 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 circumstances referenced proposed course of action would: (i) be inconsistent with: (A) TfL's statutory duties; or (B) any provision of this Agreement; (ii) be in Section 8.2(a)(i), without the prior written consent of the Collegebreach of, not to be unreasonably withheld in accordance with or delayedotherwise not comply with, provided thatany Applicable Requirements; (iii) on the balance of probabilities, 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 '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 the 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 47.3.such right; or (bviii) Upon the written request of the College or the College Representative, Project Co will deliver or cause to not be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documentsin accordance with Good Industry Practice.

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 25A.3, 47.3 and 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the CollegeContracting 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 the CollegeContracting 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 47.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the CollegeSMH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeSMH, 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 the CollegeSMH, 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 the CollegeSMH, 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 47.3. (b) Upon the written request of the College SMH or the College SMH Representative, Project Co will deliver or cause to be delivered to the College SMH or the College SMH Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 31.3, 44.5, 58.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification or waive or exercise any of its rights under 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 the CollegeWGH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeWGH, 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)(i7.2(a)(i), without the prior written consent of the CollegeWGH, 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 the CollegeWGH, 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 47.358.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 43.5, 57.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeIO, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeIO, 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)(i7.2(a)(i), without the prior written consent of the CollegeIO, 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 the CollegeIO, 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 47.357.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 31.3, 43.5, 57.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeCity, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeCity, 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)(i7.2(a)(i), without the prior written consent of the College, not to be unreasonably withheld or delayedCity, 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 the CollegeCity, 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 47.357.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

Ancillary Documents. (a) Project DB Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 47.3 27.3, 49.3 and 48.2 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); (ii) subject to Section 8.2(a)(i) above, make or agree to any amendment, restatement or other modification or waive 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 the CollegeCity, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeCity, 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 the College, not to be unreasonably withheld or delayedCity, 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 the CollegeCity, 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 47.349.3. (b) Upon the written request of the College City or the College City Representative, Project DB Co will deliver or cause to be delivered to the College City or the College City Representative a copy of any notices delivered or received by Project DB Co under any of the Ancillary Documents.

Ancillary Documents. (a) Project Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, Document except pursuant to Sections 47.3 9.1 and 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)34.2; (ii) make or agree to any amendment, restatement or other modification 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 the Agreement or that has the effect of increasing any liability of the CollegeHMQ, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHMQ, 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)(i2.11(a)(i), without the prior written consent of the CollegeHMQ, 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 the CollegeHMQ, 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 47.3Article 9 (Subcontracting). (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeHRRH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHRRH, 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)(i7.2(a)(i), without the prior written consent of the CollegeHRRH, 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 the CollegeHRRH, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 31.3, 44.5, 58.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeMinistry, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeMinistry, 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)(i7.2(a)(i), without the prior written consent of the College, not to be unreasonably withheld or delayedMinistry, 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 the CollegeMinistry, 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 47.358.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the CollegeHMQ, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHMQ, 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 the CollegeHMQ, 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 the CollegeHMQ, 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 47.3. (b) Upon the written request of the College HMQ or the College HMQ Representative, Project Co will deliver or cause to be delivered to the College HMQ or the College HMQ Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeSJHC, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeSJHC, 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)(i7.2(a)(i), without the prior written consent of the CollegeSJHC, 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 the CollegeSJHC, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 27.3, 49.3 and 48.2 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) ; make or agree to any amendment, restatement or other modification 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 the CollegeContracting Authority, whether actual or potential; (iii) ; breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the CollegeContracting 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), without the prior written consent of the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.349.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeWCH, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeWCH, 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)(i7.2(a)(i), without the prior written consent of the CollegeWCH, 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 the CollegeWCH, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 31.3, 44.5, 58.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification or waive or exercise any of its rights under 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 the CollegeNHS, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeNHS, 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)(i7.2(a)(i), without the prior written consent of the CollegeNHS, 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 the CollegeNHS, 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 47.358.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 43.5, 57.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeHMQ, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeHMQ, 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)(i7.2(a)(i), without the prior written consent of the CollegeHMQ, 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 the CollegeHMQ, 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 47.357.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 and 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 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 the College, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or 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 the 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 the 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 the 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 47.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 30.3, 42.5, 56.3 and 48.2 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); (ii) make or agree to any amendment, restatement or other modification 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 the CollegeOsler, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeOsler, 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)(i7.2(a)(i), without the prior written consent of the CollegeXxxxx, 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 the CollegeOsler, 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 47.356.3. (b) Upon the written request of the College or the College Representative, Project Co will deliver or cause to be delivered to the College or the College Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

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 47.3 26.3, 48.3 and 48.2 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 or waive or exercise any of its rights under 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 the CollegeContracting Authority, whether actual or potential; (iii) breach its obligations (or waive waive, exercise, or allow to lapse any rights it may have) or permit others to breach their obligations (or waive waive, exercise, or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver 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 the CollegeContracting 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 the College, not to be unreasonably withheld or delayedContracting 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 the CollegeContracting 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 47.348.3. (b) Upon the written request of the College Contracting Authority or the College Contracting Authority Representative, Project Co will deliver or cause to be delivered to the College Contracting Authority or the College Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.