Common use of AUTHORITY'S STEP-IN RIGHTS Clause in Contracts

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If: (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌ (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or any operations related to the Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) Project Co accumulates Deductions of:‌ (1) (Index Linked) or more in any two consecutive month period; or (2) (Index Linked) or more in any six consecutive month period, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌ (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or and any operations related to the Facilityoperations; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Permitted Uses to a material degree; or; (b) in relation to any one of the Plant Services or the Housekeeping and Waste Management Services, Project Co accumulates Deductions of:‌ (1) of $54,000 (Index Linked) or more in any two 2 consecutive month period; orPayment Periods; (2c) in relation to the Helpdesk Services, Project Co accumulates Deductions of $42,000 (Index Linked) or more in any six 2 consecutive month periodPayment Periods; (d) in relation to the Utility Management Services, Project Co accumulates Deductions of $21,000 (Index Linked) or more in any 2 consecutive Payment Periods; or (e) in relation to any one of the Parking Services or the Retail Management Services, Project Co accumulates Deductions of $15,000 (Index Linked) or more in any 2 consecutive Payment Periods; then the Authority, acting reasonably reasonably, may either: (cf) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌or (dg) if it considers that there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant FM Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Project Contracts and Sub-Contracts will not prevent or inhibit permit the Authority from exercising to exercise its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the either Facility or any operations related to the either Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) Project Co accumulates Deductions of:‌of: (1) $21,000 (Index Linked) or more in any two consecutive month period; or (2) or $120,000 (Index Linked) or more in any six consecutive month period, in relation to the Help Desk Services; (2) $24,000 (Index Linked) or more in any month or $126,000 (Index Linked) or more in any six consecutive month period, in relation to the FM Services; or (3) $17,000 (Index Linked) or more in any month or $165,000 (Index Linked) or more in any six consecutive month period, in relations to the Utility Management Services, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or and any operations related to the Facilityoperations; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) in relation to any or all of Plant Services, the Help Desk Services, the Utility Management Services, the Roads, Grounds and Landscape Maintenance Services and the Security Services, Project Co accumulates Deductions of:‌ of $15,000 (1Index Linked) or more in each of any 2 Payment Periods in any 6 consecutive month period or $60,000 (Index Linked) or more in any two consecutive month period; or (2) (Index Linked) or more in any six 6 consecutive month period, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Project Contracts and Sub-Contracts will not prevent or inhibit permit the Authority from exercising to exercise its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or any operations related to the Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) Project Co accumulates Deductions of:‌of: (1) $20,000 (Index Linked) or more in any month; (2) $35,000 (Index Linked) or more in any two consecutive month period; or (23) $75,000 (Index Linked) or more in any six consecutive month period, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's ’s requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or and any operations related to the Facilityoperations; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) in relation to any of the Plant Services, the Help Desk Services or the Utility Management Services, Project Co accumulates Deductions of:‌ (1) of $7,500 (Index Linked) or more in any two consecutive month period; or (2) or $30,000 (Index Linked) or more in any six consecutive month period, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Project Contracts and Sub-Contracts will not prevent or inhibit permit the Authority from exercising to exercise its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ Rights Operations Co acknowledges the provisions of Section 11.1 of the Project Agreement and the rights of the Authority therein and agrees that the Pass-Down Provisions apply to the operation of this Section 11.1. If: (a) the Authority reasonably considers that a breach by Project Co of any obligation under this the Project Agreement or an Event:‌ (1) is likely to create an immediate and serious threat to the health or safety of any Facility Userperson, any property, the environment property or the reputation, integrity of, or public confidence in, the Facility or any operations related to the Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degreeenvironment; or (b) notwithstanding that Project Co accumulates Deductions of:‌ (1) (Index Linked) or more is not in any two consecutive month period; or (2) (Index Linked) or more in any six consecutive month periodbreach of its obligations under the Project Agreement, the Authority reasonably considers the circumstances to constitute an Emergency, then Operations Co will follow the Authoritydirection given by the Authority pursuant to Section 11.1 of the Project Agreement. In such case, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, may require Project Operations Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs affairs, including, if applicable due to breach of this Project Implementation Agreement, any Project Contract or Sub-Contract, suspension of the Project Co may require that Operations Co, any Project Contractor or any Sub-Contractor, Contractor suspend its operations in some or all 34985-2017 25902380.4 Amended and Restated Project Implementation Agreement NG-KIH Project respects and Operations Co will use all commercially reasonable efforts to comply with the Authority's Project Co’s requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, Authority may take such steps as it considers are appropriate pursuant to Section 11.1 of the Project Agreement (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ performance of the relevant Services to the standards required by this the Project Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out ) and Operations Co agrees not to inhibit or interfere with the exercise of such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if by the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Operations Co will ensure that the provisions contained in all applicable Project Contracts and Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under Section 11 (Authority’s Step-In Rights) of the Project Agreement. Project Co acknowledges and agrees that this Section 1111.1 does not create a separate step-in right that can be exercised by Project Co alone in circumstances where the Authority has not asserted its rights pursuant to Section 11.1 of the Project Agreement.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Agreement or an Event:‌Event: (1) is likely to create an immediate and serious threat to the health or safety of any Facility User, any property, the environment or the reputation, integrity of, or public confidence in, the Facility or any operations related to the Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degree; or (b) Project Co accumulates Deductions of:‌of: (1) $12,000 (Index Linked) or more in any month; (2) $20,000 (Index Linked) or more in any two consecutive month period; or (23) $50,000 (Index Linked) or more in any six consecutive month period, then the Authority, acting reasonably may either: (c) if it considers that there is sufficient time and that it is likely that Project Co will be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all reasonable efforts to comply with the Authority's requirements as soon as reasonably practicable; or‌or (d) if it considers there is not sufficient time, or that Project Co is not likely to be willing and able to take the necessary steps, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under this Section 11.

AUTHORITY'S STEP-IN RIGHTS. ‌ 11.1 Authority’s Step-in Rights‌ If:Rights (a) the Authority reasonably considers that a breach by Project Co of any obligation under this Project Agreement or an Event:‌ (1) is likely to create an immediate and serious threat to the health or safety of any Facility Userperson, any property, the environment property or the reputation, integrity of, or public confidence in, the Facility or any operations related to the Facility; or (2) is prejudicial to the ability to carry on Authority Activities and the Intended Uses to a material degreeenvironment; or (b) notwithstanding that Project Co accumulates Deductions of:‌ (1) (Index Linked) or more is not in any two consecutive month period; or (2) (Index Linked) or more in any six consecutive month periodbreach of its obligations under this Project Agreement, the Authority reasonably considers the circumstances to constitute an Emergency, then the Authority, acting reasonably reasonably, may either: (c) if it considers that there is sufficient time and that it Project Co is likely that Project Co will to be willing and able to provide assistance, require Project Co by notice to take such steps as are necessary or expedient to mitigate or rectify such state of affairs affairs, including, if applicable due to breach of any Project Contract or Sub-Contract, suspension of the Project Contractor or Sub-Contractor, and Project Co will use all commercially reasonable efforts to comply with the Authority's ’s requirements as soon as reasonably practicable; or‌or (d) if it considers that there is not sufficient time, time or that Project Co is not likely to be willing and able to take the necessary stepsprovide assistance, take such steps as it considers are appropriate (either itself or by engaging others) to mitigate or rectify such state of affairs and to ensure‌ ensure performance of the relevant Services to the standards required by this Project Agreement (or as close as possible to those standards as the circumstances permit). The Authority will carry out such steps as quickly as is practicable, and in such manner as will minimize interference with Project Co’s performance of its obligations under this Project Agreement. Notwithstanding that Project Co is not in breach of any of its obligations under this Agreement, the Authority may exercise all of the rights set out in this Section 11 at any time during the Operating Period if the Authority, acting reasonably, considers the circumstances to constitute an Emergency. Project Co will ensure that the provisions contained in all applicable Sub-Contracts will not prevent or inhibit the Authority from exercising its rights under this Section 1111 (Authority’s Step- In Rights).