4.2 Subject to Clauses 4.3, 4.4 and 4.5, Project Co shall be free, at any time, to enter into, terminate, amend, waive its rights and generally deal with its Funding Agreements on such terms and conditions as it sees fit without the prior written consent of the Authority provided that (at the time such action is contemplated and effected) the same will not materially and adversely affect the ability of Project Co to perform its obligations under the Project Documents or this Agreement.
4.3 No amendment, waiver or exercise of a right under any Funding Agreement or Ancillary Document shall have the effect of increasing the Authority's liabilities on early termination of this Agreement unless:
4.3.1 Project Co has obtained the prior written consent of the Authority to such increased liability for the purposes of this Clause 4.3; or
4.3.2 it is a Permitted Borrowing.
4.4 Project Co shall not, without the prior written consent of the Authority for the purposes of this Clause 4.4, vary, amend or replace any Funding Agreement or enter into any new Funding Agreement, the effect of which is to:
4.4.1 change the circumstances in, or conditions on, which the Agreed Order of Priorities may be varied;
4.4.2 change the circumstances in, or conditions on, which Project Co is entitled or obliged to make payments into the Surplus Account; and/or
4.4.3 change the circumstances in, or conditions on, which Project Co is entitled or obliged to make Surplus Payments.
4.5 Any amendment or variation of any Funding Agreements which constitutes a Refinancing shall be carried out in accordance with the provisions of Schedule Part 23 (Refinancing).
4.6 Without prejudice to Clause 4.2, Project Co shall liaise with the Authority, and shall use all reasonable endeavours to provide the Authority with a copy of the relevant agreement in settled draft form, not less than ten (10) Business Days before it enters into any Funding Agreement (other than the Initial Funding Agreements).