Section 1:  Documents to be delivered by Project Co

Unless an original document is specifically requested, a copy (certified by an officer of Project Co as being a true copy) of each of the following documents is to be delivered by Project Co to the Board in accordance with Clause 2.1 (Execution and Delivery of Documents) of the Agreement:

1.  The Consents and other authorisations, licences, permits, and approvals listed below:

[Project specific items to be used].

2.  The Shareholders Agreements and certification from Project Co that the Shareholders Agreements have become (or will become, simultaneously with delivery of the other documents referred to in this Part 2 of the Schedule) unconditional in accordance with their terms, accompanied by evidence of the same.

3.  The Funding Agreements and certification from Project Co that (1) the Funding Agreements have become unconditional (other than any condition relating to the conditionality of this Agreement) and (2) that all conditions to the availability of funds to Project Co under the Funding Agreements have been satisfied or waived, accompanied by evidence of the same.2

4.  The Construction Contract, the Services Contract and the Performance Guarantees, executed by the parties to such agreements.

5.  An original of the Senior Funders' Direct Agreement, the Junior Funders' Direct Agreement, the Independent Tester Contract, the Insurance Proceeds Account Agreement, the Collateral Agreements and the brokers letters of undertaking relating to the Insurances referred to in paragraph 12 below in the Agreed Form, executed by the parties to such agreements (other than the Board).

6.  An original of the Custody Agreement, executed by the parties (other than the Board).

7.  Extracts from the minutes of the meeting of the board of directors (certified as true and accurate by the Secretary of the relevant company) of each of Project Co, each Shareholder [, HoldCo] and each of the other parties to the documents listed in Section 1 of Part 2 of the Schedule, at which resolutions were passed approving the execution, delivery and performance of each relevant document to which such person is expressed to be a party and in each case authorising a named person or persons to execute and deliver each such document and any other documents to be delivered by it pursuant to it.

8.  A certificate of the Secretary of each of the companies referred to in paragraph 7 above setting out the names and specimen signatures of the person or persons named in the relevant certified extract.

9.  Evidence of the share subscriptions required under the Shareholders Agreements and other shareholder funding commitments having been made by the Shareholders in Project Co [and HoldCo].

10.  Project Co's [and HoldCo's] Certificate of Incorporation and of any Certificate of Incorporation on Change of Name.

11.  The Memorandum and Articles of Association of Project Co [and HoldCo].

12.  Evidence of the insurances required in accordance with Clause 36 (Insurances) having been taken out by Project Co and that the policies comply with the requirements of this Agreement.

13.  Two copies of the Financial Model audited by [relevant financial adviser] and a computer disk copy.

14.  Evidence that an election has been made for Project Co to act as "client" for the Project for the purposes of the CDM Regulations.

15.  Evidence that the Insurance Proceeds Account has been opened.

16.  [Board to indicate other project specific documents, including any other project document, planning and property related agreements and any subordinated debt or other financing arrangement.]

17.  An original duly executed copy of this Agreement.




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2  Boards should consider on a project specific basis the evidence that is required in relation to the production of these completion documents.