2.1 This Deed is supplemental to the Project Agreement.
2.2 From and including the date of this Deed, the Project Agreement shall be read and construed as varied by the provisions set out in this Deed. The Project Agreement shall remain in full force and effect as expressly varied by this Deed.
2.3 The Authority and the Contractor acknowledge that:
2.3.1 either3:
2.3.1.1 the Authority shall be entitled, on or around the relevant Academy Effective Date, to grant a lease of the Relevant Site to the Academy Trust subject always to the rights of access granted to the Contractor under clause [8] of the Project Agreement, and the Contractor agrees that such grant shall not, of itself, constitute a breach by the Authority of the Project Agreement and that such grant is permitted under the Project Agreement; or
2.3.1.2 the freehold of the Relevant Site has been or will be, on or around the relevant Academy Effective Date, transferred to the Academy Trust, subject always to the rights of access granted to the Contractor under clause [8] of the Project Agreement, and the Contractor agrees that such transfer shall not, of itself, constitute a breach by the Authority of the Project Agreement and that such transfer is permitted under the Project Agreement; and
2.3.2 the Academy Trust shall from midnight on the relevant Academy Effective Date, be included as a co-insured party on the relevant insurance policies procured by the Contractor to meet the requirements of the Property Damage Insurance set out in paragraph [ X of Part 2] of Schedule [14] of the Project Agreement and the Third Party Public Liability Insurance set out in paragraph [X of Part 2 of Schedule 14] of the Project Agreement together with the benefit of non-vitiation protection in respect of any claim made by the Academy Trust and the benefit of a waiver of the insurer's subrogation rights against the Academy Trust, its employees and agents in accordance with clause [X] of the Project Agreement; and
2.3.3 closure of the Predecessor School and opening of an Academy shall not constitute a breach of the Project Agreement, nor an Authority Default.
2.4 In the event of any conflict between the provisions of this Deed and the Project Agreement, the provisions of this Deed shall prevail.
2.5 Promptly following completion of this Deed both the Authority and the Contractor shall endorse a memorandum of variation upon the Project Agreement in the following terms: "The Project Agreement has been varied by a Deed of Variation dated [date] and made between the Authority and the Contractor".
2.6 The Authority hereby approves the amendments made to the Sub-Contracts [(as notified to it by the Contractor)] that are consequential upon the amendments to the Project Agreement set out in this Deed and waives the obligation pursuant to clause [X] ([Ancillary Documents]) of the Project Agreement for such amendments to be submitted for review under the Review Procedure.
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3 Subject to ongoing consideration regarding the property structure for the pfi assets.