63.12  PPSA

Project Co acknowledges and agrees that:

(a)  (State's rights): if and to the extent that the State at any time forms a belief on reasonable grounds that the State is, or will become, a secured party in connection with this Deed or any other State Project Document or any transaction contemplated by this Deed or any other State Project Document, the State may, at Project Co's expense, take all steps that the State considers necessary to:

(i)  perfect, protect, record, register, amend or remove the registration of, the State's Security Interest in any relevant personal property that is the subject of that Security Interest (Relevant Personal Property); and

(ii)  better secure the State's position in respect of the Relevant Personal Property under the PPSA;

(b)  (Key Subcontractor to assist the State): it will do, and ensure that each Key Subcontractor and the Management Services Contractor does, all things reasonably necessary to assist the State to take the steps described in clause 63.12(a);

(c)  (waiver of right to receive any verification statement): it irrevocably and unconditionally waives, and will ensure that each Key Subcontractor and the Management Services Contractor irrevocably and unconditionally waives, its right to receive any verification statement in respect of any financing statement or financing change statement relating to any Security Interests of the State in the Relevant Personal Property;

(d)  (excluded PPSA sections): if, and only if, the State is or becomes a secured party in relation to Relevant Personal Property, and to the extent only that Chapter 4 of the PPSA would otherwise apply to an enforcement of a Security Interest in Relevant Personal Property, Project Co and the State agree, and Project Co will ensure that each Key Subcontractor and the Management Services Contractor agrees, that, pursuant to section 115 of the PPSA, the following provisions of the PPSA do not apply in relation to those Security Interests to the extent, if any, mentioned in section 115, section 117, section 118, section 120, subsection 121(4), section 125, section 129, section 130, subsection 132(3)(d), subsection 132(4), section 142, and section 143;

(e)  (no disclosure): subject to section 275(7) of the PPSA, it will not, and it will ensure that each Key Subcontractor and the Management Services Contractor does not, disclose the contents of this Deed, the amount or performance obligation secured by the State's Security Interest in Relevant Personal Property and the other information mentioned in section 275(1) of the PPSA pursuant to section 275(4) of the PPSA;

(f)  (Project Co to notify the State): other than in relation to Security Interests arising in the ordinary course of the Project Activities and Security Interests described in section 12(d) of the PPSA of which Project Co is the grantor (but only where the interest does not secure payment or performance of an obligation) it must immediately notify the State if Project Co, a Key Subcontractor or the Management Services Contractor becomes aware of any person other than the State taking steps to register, or registering, a financing statement in relation to Relevant Personal Property; and

(g)  (removal of registered security interest): it must arrange, and ensure that each Key Subcontractor and the Management Services Contractor arranges, for the removal or cessation of any registration of any Security Interest that affects the priority of the State's interest in Relevant Personal Property.

For the purposes of this clause 63.12, "registration", "secured party", "verification statement", "financing statement", "personal property" and "financing change statement" each have the meaning given to those terms in the PPSA.