Common use of COMPLIANCE WITH MANDATORY REQUIREMENTS General Clause in Contracts

COMPLIANCE WITH MANDATORY REQUIREMENTS General. ‌‌ 10.1 The Contractor shall at all times provide the Services and perform its other obligations under this Agreement: 10.1.1 in accordance with all applicable laws and Consents (including the giving of notices and the obtaining of any such Consents) and so as not to prejudice the renewal of any such Consents; and 10.1.2 so as not to knowingly put the DCC (or any DCC Eco-System Entity) in breach of the SEC or the DCC Licence. 10.2 The Contractor shall not (and shall ensure that the Contractor Persons do not) contact or otherwise engage with any Consumers in relation to the provision of the Services other than through, or in accordance with the written instructions of, the DCC. 10.3 The Contractor acknowledges that the SEC contains arrangements relating to the modification of the SEC (the "SEC Modification Arrangements"), which are required to be consistent with, and give full and complete effect to, the requirements set out in Part B of Condition 23 of the DCC Licence. Such requirements include that the SEC Modification Arrangements must provide for:‌ 10.3.1 the DCC and all other SEC Parties to meet periodically for the purpose of discussing the continuing development of the SEC; 10.3.2 a timely and efficient process by which the SEC Panel can:‌ 10.3.2.1 formally receive modification proposals from the DCC, any other SEC Party, the Authority, a Consumer Member, or any other person or body that may be designated for such purpose by the Authority; 10.3.2.2 consult on the merits of those proposals with the DCC, other SEC Parties, Consumer Members, and any other persons whose interests are materially affected by the SEC; and 10.3.2.3 evaluate those proposals in the light of that consultation; 10.3.3 the SEC Panel to have a report on any modification proposal ("Modification Report") prepared in a timely and efficient manner for submission to the Authority that: 10.3.3.1 sets out the terms proposed for the modification; 10.3.3.2 fairly summarises the representations received during the consultation process referred to in Clause 10.3.2; 10.3.3.3 sets out the conclusions reached by the SEC Panel about the modification proposal in question, including whether, in the SEC Panel's opinion, the modification would better achieve the Relevant SEC Objectives; and 10.3.3.4 sets out a timetable for implementing the modification, if it were to be made, and the date with effect from which the modification (if made) would take effect; 10.3.4 every Modification Report to include an assessment of the quantifiable impact (if it is likely to be material) of the modification proposal on Greenhouse Gas emissions (and for that assessment to be conducted in accordance with any guidance issued for that purpose by the Authority about the evaluation of such emissions and the appropriate treatment of carbon costs); 10.3.5 the Authority, if it considers that a Modification Report does not adequately analyse or fully consider the matter in question: 10.3.5.1 to remit that Modification Report to the SEC Panel; and 10.3.5.2 to direct the SEC Panel as to the nature of the further analysis or further consideration that the Authority believes is required; and 10.3.6 the Authority to bring forward a modification proposal of its own motion by reference to particular policy considerations specified in the SEC for that purpose (and for any such modification proposal to be initiated, processed, and determined in accordance with such procedures as are set out in the SEC for the purpose of dealing with such a proposal by reason of its special status). 10.4 While the Contractor is not required to directly participate in the SEC Modification Arrangements, it shall support, and otherwise co-operate with, the DCC in relation to the DCC's participation in SEC Modification Arrangements, including as further described in Section H (Governance). 10.5 Without limiting the Contractor's other obligations under this Agreement, the Contractor shall:‌ 10.5.1 provide any information or assistance reasonably requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements; 10.5.2 ensure that appropriate representatives of the Contractor including any representatives specifically identified by the DCC, attend any meetings requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements (including any of the meetings contemplated by Clause 10.3); 10.5.3 comply with any procedural rules relating to the SEC Modification Arrangements that are applicable to the Contractor (as notified to the Contractor by the DCC); and 10.5.4 otherwise promptly comply with any reasonable instructions from the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements. 10.6 Without limiting its other obligations under this Agreement, the Contractor shall at all times ensure that it has available to itself, either directly or under appropriate contractual arrangements, such operational and financial resources (including management and financial resources, personnel, fixed and moveable assets, rights, licences, consents, and facilities) on such terms and with all such rights, as will enable it to properly and efficiently perform the Services. 10.7 The Contractor shall notify the DCC in writing immediately if any directors of the Contractor become aware of any circumstance that causes them no longer to have the reasonable expectation of the Contractor's ability to properly and efficiently perform the Services. Such notification shall not be taken to be an anticipatory breach. 10.8 The Contractor acknowledges that, under the DCC Licence, the Authority may, in the circumstances specified in the DCC Licence, give the DCC a direction that contains a Management Order, which may (amongst other things): 10.8.1 require the removal from office of all of the directors of the DCC, or such directors as are specified in the Management Order and provide for their replacement with individuals specified in or determined in accordance with the Management Order;‌ 10.8.2 require the suspension (either wholly, or in respect only of such functions as are specified in or determined in accordance with the Management Order) of all the directors of the DCC, or such directors as are specified in the Management Order and provide for the functions of the suspended directors to be performed during their suspension by individuals specified in or determined in accordance with the Management Order;‌ 10.8.3 require the DCC to secure that any activity or other function of the DCC that is specified in the Management Order is performed, to the‌ extent specified in the Management Order, on behalf of the DCC and at its expense, by such person as is specified in the Management Order (and is performed in such a way as to achieve such objectives as are so specified); 10.8.4 provide for the Authority to appoint a person to act as adviser, at the DCC's expense, in respect of the performance of any activity or other function of the DCC that is specified in the Management Order and require the DCC to act in accordance with such recommendations or other advice as that person gives it.‌ 10.9 The Contractor acknowledges that, under the DCC Licence, the DCC must do all such things as are necessary to give full effect to the provisions of the Management Order.

COMPLIANCE WITH MANDATORY REQUIREMENTS General. ‌‌‌ 10.1 24.1 The Contractor shall at all times provide the Services and perform its other obligations under this Agreement: 10.1.1 24.1.1 in accordance with all applicable laws and Consents (including the giving of notices and the obtaining of any such Consents) and so as not to prejudice the renewal of any such Consents; and 10.1.2 24.1.2 so as not to knowingly put the DCC (or any DCC Eco-System Entity) in breach of the SEC or the DCC Licence. 10.2 24.2 The Contractor shall not (and shall ensure that the Contractor Persons do not) contact or otherwise engage with any Consumers in relation to the provision of the Services or comparable services other than through, or in accordance with the written instructions of, the DCC. 10.3 24.3 The Contractor acknowledges that the SEC contains arrangements relating to the modification of the SEC (the "SEC Modification Arrangements"), which are required to be consistent with, and give full and complete effect to, the requirements set out in Part B of Condition 23 of the DCC Licence. Such requirements include that the SEC Modification Arrangements must provide for:‌for: 10.3.1 24.3.1 the DCC and all other SEC Parties to meet periodically for the purpose of discussing the continuing development of the SEC; 10.3.2 24.3.2 a timely and efficient process by which the SEC Panel can:‌can: 10.3.2.1 24.3.2.1 formally receive modification proposals from the DCC, any other SEC Party, the Authority, a Consumer Member, or any other person or body that may be designated for such purpose by the Authority; 10.3.2.2 24.3.2.2 consult on the merits of those proposals with the DCC, other SEC Parties, Consumer Members, and any other persons whose interests are materially affected by the SEC; and 10.3.2.3 24.3.2.3 evaluate those proposals in the light of that consultation; 10.3.3 24.3.3 the SEC Panel to have a report on any modification proposal ("Modification Report") prepared in a timely and efficient manner for submission to the Authority that: 10.3.3.1 24.3.3.1 sets out the terms proposed for the modification; 10.3.3.2 24.3.3.2 fairly summarises the representations received during the consultation process referred to in Clause 10.3.224.3.2; 10.3.3.3 24.3.3.3 sets out the conclusions reached by the SEC Panel about the modification proposal in question, including whether, in the SEC Panel's opinion, the modification would better achieve the Relevant SEC Objectives; and 10.3.3.4 24.3.3.4 sets out a timetable for implementing the modification, if it were to be made, and the date with effect from which the modification (if made) would take effect; 10.3.4 24.3.4 every Modification Report to include an assessment of the quantifiable impact (if it is likely to be material) of the modification proposal on Greenhouse Gas emissions (and for that assessment to be conducted in accordance with any guidance issued for that purpose by the Authority about the evaluation of such emissions and the appropriate treatment of carbon costs); 10.3.5 24.3.5 the Authority, if it considers that a Modification Report does not adequately analyse or fully consider the matter in question: 10.3.5.1 24.3.5.1 to remit that Modification Report to the SEC Panel; and 10.3.5.2 24.3.5.2 to direct the SEC Panel as to the nature of the further analysis or further consideration that the Authority believes is required; and 10.3.6 24.3.6 the Authority to bring forward a modification proposal of its own motion by reference to particular policy considerations specified in the SEC for that purpose (and for any such modification proposal to be initiated, processed, and determined in accordance with such procedures as are set out in the SEC for the purpose of dealing with such a proposal by reason of its special status). 10.4 24.4 While the Contractor is not required to directly participate in the SEC Modification Arrangements, it shall support, and otherwise co-operate with, the DCC in relation to the DCC's participation in SEC Modification Arrangements, including as further described in Section H Part B of Schedule 8.1 (Governance). 10.5 24.5 Without limiting the Contractor's other obligations under this Agreement, the Contractor shall:‌shall: 10.5.1 24.5.1 provide any information or assistance reasonably requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements; 10.5.2 24.5.2 ensure that appropriate representatives of the Contractor (or, where applicable, any Key Sub-contractor), including any representatives specifically identified by the DCC, attend any meetings requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements (including any of the meetings contemplated by Clause 10.324.3); 10.5.3 24.5.3 comply with any procedural rules relating to the SEC Modification Arrangements that are applicable to the Contractor (as notified to the Contractor by the DCC); and 10.5.4 24.5.4 otherwise promptly comply with any reasonable instructions from the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements. 10.6 24.6 Without limiting its other obligations under this Agreement, the Contractor shall at all times ensure that it has available to itself, either directly or under appropriate contractual arrangements, such operational and financial resources (including management and financial resources, personnel, fixed and moveable assets, rights, licences, consents, and facilities) on such terms and with all such rights, as will enable it to properly and efficiently perform the Services. 10.7 24.7 The Contractor shall, by 31 July in each calendar year, give the DCC a certificate that confirms (having made all due enquiries in accordance with Good Industry Practice and to the best belief and knowledge of the Contractor and its board of directors) its ability to comply with Clause 24.6 during the period up to July 30 in the following year and that: 24.7.1 has been approved by a resolution of the Contractor's board of directors; 24.7.2 includes a statement of the main factors that the Contractor's directors have taken into account in giving the DCC that certificate; and 24.7.3 is signed by a director of the Contractor pursuant to that resolution. 24.8 The Contractor shall notify the DCC in writing immediately if any directors director(s) of the Contractor become aware of any circumstance that causes them no longer to have the reasonable expectation of the Contractor's ability to properly and efficiently perform comply with Clause 24.6 expressed in the Servicesmost recent certificate under Clause 24.7 given to the DCC. 24.9 Without limiting its other obligations under this Agreement, the Contractor may not carry out any Disposal of, or any Relinquishment of Operational Control over, any Relevant Business Asset without the prior written consent of the DCC. Such notification shall not The Contractor acknowledges that: 24.9.1 the granting of consent by the DCC under this Clause 24.9 may be taken subject to the Authority also granting its consent to the relevant Disposal or Relinquishment of Operational Control; and 24.9.2 the consent of the DCC under this Clause 24.9 may be given subject to acceptance by the Contractor, or by any third party in favour of whom the relevant Disposal or Relinquishment of Operational Control is to be an anticipatory breachmade, of such conditions as may be specified in the DCC's consent. 10.8 24.10 The Contractor acknowledges that, under the DCC Licence, the Authority may, in the circumstances specified in the DCC Licence, give the DCC a direction that contains a Management Order, which may (amongst other things): 10.8.1 24.10.1 require the removal from office of all of the directors of the DCC, or such directors as are specified in the Management Order and provide for their replacement with individuals specified in or determined in accordance with the Management Order;‌Order; 10.8.2 24.10.2 require the suspension (either wholly, or in respect only of such functions as are specified in or determined in accordance with the Management Order) of all the directors of the DCC, or such directors as are specified in the Management Order and provide for the functions of the suspended directors to be performed during their suspension by individuals specified in or determined in accordance with the Management Order;‌Order; 10.8.3 24.10.3 require the DCC to secure that any activity or other function of the DCC that is specified in the Management Order is performed, to the‌ the extent specified in the Management Order, on behalf of the DCC and at its expense, by such person as is specified in the Management Order (and is performed in such a way as to achieve such objectives as are so specified);; and/or 10.8.4 24.10.4 provide for the Authority to appoint a person to act as adviser, at the DCC's expense, in respect of the performance of any activity or other function of the DCC that is specified in the Management Order and require the DCC to act in accordance with such recommendations or other advice as that person gives it.‌it. 10.9 24.11 The Contractor acknowledges that, under the DCC Licence, the DCC must do all such things as are necessary to give full effect to the provisions of the Management Order.

COMPLIANCE WITH MANDATORY REQUIREMENTS General. ‌‌ 10.1 24.1 The Contractor shall at all times provide the Services and perform its other obligations under this Agreement: 10.1.1 24.1.1 in accordance with all applicable laws and Consents (including the giving of notices and the obtaining of any such Consents) and so as not to prejudice the renewal of any such Consents; and 10.1.2 24.1.2 so as not to knowingly put the DCC (or any DCC Eco-System Entity) in breach of the SEC or the DCC Licence. 10.2 24.2 The Contractor shall not (and shall ensure that the Contractor Persons do not) contact or otherwise engage with any Consumers in relation to the provision of the Services or comparable services other than through, or in accordance with the written instructions of, the DCC. 10.3 24.3 The Contractor acknowledges that the SEC contains arrangements relating to the modification of the SEC (the "SEC Modification Arrangements"), which are required to be consistent with, and give full and complete effect to, the requirements set out in Part B of Condition 23 of the DCC Licence. Such requirements include that the SEC Modification Arrangements must provide for:‌for: 10.3.1 24.3.1 the DCC and all other SEC Parties to meet periodically for the purpose of discussing the continuing development of the SEC; 10.3.2 24.3.2 a timely and efficient process by which the SEC Panel can:‌can: 10.3.2.1 24.3.2.1 formally receive modification proposals from the DCC, any other SEC Party, the Authority, a Consumer Member, or any other person or body that may be designated for such purpose by the Authority; 10.3.2.2 24.3.2.2 consult on the merits of those proposals with the DCC, other SEC Parties, Consumer Members, and any other persons whose interests are materially affected by the SEC; and 10.3.2.3 24.3.2.3 evaluate those proposals in the light of that consultation; 10.3.3 24.3.3 the SEC Panel to have a report on any modification proposal ("Modification Report") prepared in a timely and efficient manner for submission to the Authority that: 10.3.3.1 24.3.3.1 sets out the terms proposed for the modification; 10.3.3.2 24.3.3.2 fairly summarises the representations received during the consultation process referred to in Clause 10.3.224.3.2; 10.3.3.3 24.3.3.3 sets out the conclusions reached by the SEC Panel about the modification proposal in question, including whether, in the SEC Panel's opinion, the modification would better achieve the Relevant SEC Objectives; and 10.3.3.4 24.3.3.4 sets out a timetable for implementing the modification, if it were to be made, and the date with effect from which the modification (if made) would take effect; 10.3.4 24.3.4 every Modification Report to include an assessment of the quantifiable impact (if it is likely to be material) of the modification proposal on Greenhouse Gas emissions (and for that assessment to be conducted in accordance with any guidance issued for that purpose by the Authority about the evaluation of such emissions and the appropriate treatment of carbon costs); 10.3.5 24.3.5 the Authority, if it considers that a Modification Report does not adequately analyse or fully consider the matter in question: 10.3.5.1 24.3.5.1 to remit that Modification Report to the SEC Panel; and 10.3.5.2 24.3.5.2 to direct the SEC Panel as to the nature of the further analysis or further consideration that the Authority believes is required; and 10.3.6 24.3.6 the Authority to bring forward a modification proposal of its own motion by reference to particular policy considerations specified in the SEC for that purpose (and for any such modification proposal to be initiated, processed, and determined in accordance with such procedures as are set out in the SEC for the purpose of dealing with such a proposal by reason of its special status). 10.4 24.4 While the Contractor is not required to directly participate in the SEC Modification Arrangements, it shall support, and otherwise co-operate with, the DCC in relation to the DCC's participation in SEC Modification Arrangements, including as further described in Section H Part B of Schedule 8.1 (Governance). 10.5 24.5 Without limiting the Contractor's other obligations under this Agreement, the Contractor shall:‌shall: 10.5.1 24.5.1 provide any information or assistance reasonably requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements; 10.5.2 24.5.2 ensure that appropriate representatives of the Contractor (or, where applicable, any Key Sub-contractor), including any representatives specifically identified by the DCC, attend any meetings requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements (including any of the meetings contemplated by Clause 10.324.3); 10.5.3 ; 24.5.3 comply with any procedural rules relating to the SEC Modification Arrangements that are applicable to the Contractor (as notified to the Contractor by the DCC); and 10.5.4 otherwise promptly comply with any reasonable instructions from the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements. 10.6 Without limiting its other obligations under this Agreement, the Contractor shall at all times ensure that it has available to itself, either directly or under appropriate contractual arrangements, such operational and financial resources (including management and financial resources, personnel, fixed and moveable assets, rights, licences, consents, and facilities) on such terms and with all such rights, as will enable it to properly and efficiently perform the Services. 10.7 The Contractor shall notify the DCC in writing immediately if any directors of the Contractor become aware of any circumstance that causes them no longer to have the reasonable expectation of the Contractor's ability to properly and efficiently perform the Services. Such notification shall not be taken to be an anticipatory breach. 10.8 The Contractor acknowledges that, under the DCC Licence, the Authority may, in the circumstances specified in the DCC Licence, give the DCC a direction that contains a Management Order, which may (amongst other things): 10.8.1 require the removal from office of all of the directors of the DCC, or such directors as are specified in the Management Order and provide for their replacement with individuals specified in or determined in accordance with the Management Order;‌ 10.8.2 require the suspension (either wholly, or in respect only of such functions as are specified in or determined in accordance with the Management Order) of all the directors of the DCC, or such directors as are specified in the Management Order and provide for the functions of the suspended directors to be performed during their suspension by individuals specified in or determined in accordance with the Management Order;‌ 10.8.3 require the DCC to secure that any activity or other function of the DCC that is specified in the Management Order is performed, to the‌ extent specified in the Management Order, on behalf of the DCC and at its expense, by such person as is specified in the Management Order (and is performed in such a way as to achieve such objectives as are so specified); 10.8.4 provide for the Authority to appoint a person to act as adviser, at the DCC's expense, in respect of the performance of any activity or other function of the DCC that is specified in the Management Order and require the DCC to act in accordance with such recommendations or other advice as that person gives it.‌ 10.9 The Contractor acknowledges that, under the DCC Licence, the DCC must do all such things as are necessary to give full effect to the provisions of the Management Order.

COMPLIANCE WITH MANDATORY REQUIREMENTS General. ‌‌ 10.1 The Contractor Supplier shall at all times provide the Services and perform its other obligations under this Agreement: 10.1.1 in accordance with all applicable laws and Consents (including the giving of notices and the obtaining of any such Consents) and so as not to prejudice the renewal of any such Consents; and 10.1.2 so as not to knowingly put the DCC (or any DCC Eco-System Entity) in breach of the SEC or the DCC Licence. 10.2 The Contractor Supplier shall not (and shall ensure that the Contractor Supplier Persons do not) contact or otherwise engage with any Consumers in relation to the provision of the Services other than through, or in accordance with the written instructions of, the DCC. 10.3 The Contractor Supplier acknowledges that the SEC contains arrangements relating to the modification of the SEC (the "SEC Modification Arrangements"), which are required to be consistent with, and give full and complete effect to, the requirements set out in Part B of Condition 23 of the DCC Licence. Such requirements include that the SEC Modification Arrangements must provide for:‌ 10.3.1 the DCC and all other SEC Parties to meet periodically for the purpose of discussing the continuing development of the SEC; 10.3.2 a timely and efficient process by which the SEC Panel can:‌ 10.3.2.1 formally receive modification proposals from the DCC, any other SEC Party, the Authority, a Consumer Member, or any other person or body that may be designated for such purpose by the Authority; 10.3.2.2 consult on the merits of those proposals with the DCC, other SEC Parties, Consumer Members, and any other persons whose interests are materially affected by the SEC; and 10.3.2.3 evaluate those proposals in the light of that consultation; 10.3.3 the SEC Panel to have a report on any modification proposal ("Modification Report") prepared in a timely and efficient manner for submission to the Authority that: 10.3.3.1 sets out the terms proposed for the modification; 10.3.3.2 fairly summarises the representations received during the consultation process referred to in Clause 10.3.2; 10.3.3.3 sets out the conclusions reached by the SEC Panel about the modification proposal in question, including whether, in the SEC Panel's opinion, the modification would better achieve the Relevant SEC Objectives; and 10.3.3.4 sets out a timetable for implementing the modification, if it were to be made, and the date with effect from which the modification (if made) would take effect; 10.3.4 every Modification Report to include an assessment of the quantifiable impact (if it is likely to be material) of the modification proposal on Greenhouse Gas emissions (and for that assessment to be conducted in accordance with any guidance issued for that purpose by the Authority about the evaluation of such emissions and the appropriate treatment of carbon costs); 10.3.5 the Authority, if it considers that a Modification Report does not adequately analyse or fully consider the matter in question: 10.3.5.1 to remit that Modification Report to the SEC Panel; and 10.3.5.2 to direct the SEC Panel as to the nature of the further analysis or further consideration that the Authority believes is required; and 10.3.6 the Authority to bring forward a modification proposal of its own motion by reference to particular policy considerations specified in the SEC for that purpose (and for any such modification proposal to be initiated, processed, and determined in accordance with such procedures as are set out in the SEC for the purpose of dealing with such a proposal by reason of its special status). 10.4 While the Contractor Supplier is not required to directly participate in the SEC Modification Arrangements, it shall support, and otherwise co-operate with, the DCC in relation to the DCC's participation in SEC Modification Arrangements, including as further described in Section H (Governance). 10.5 Without limiting the Contractor's other obligations under this Agreement, the Contractor shall:‌ 10.5.1 provide any information or assistance reasonably requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements; 10.5.2 ensure that appropriate representatives of the Contractor including any representatives specifically identified by the DCC, attend any meetings requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements (including any of the meetings contemplated by Clause 10.3); 10.5.3 comply with any procedural rules relating to the SEC Modification Arrangements that are applicable to the Contractor (as notified to the Contractor by the DCC); and 10.5.4 otherwise promptly comply with any reasonable instructions from the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements. 10.6 Without limiting its other obligations under this Agreement, the Contractor shall at all times ensure that it has available to itself, either directly or under appropriate contractual arrangements, such operational and financial resources (including management and financial resources, personnel, fixed and moveable assets, rights, licences, consents, and facilities) on such terms and with all such rights, as will enable it to properly and efficiently perform the Services. 10.7 The Contractor shall notify the DCC in writing immediately if any directors of the Contractor become aware of any circumstance that causes them no longer to have the reasonable expectation of the Contractor's ability to properly and efficiently perform the Services. Such notification shall not be taken to be an anticipatory breach. 10.8 The Contractor acknowledges that, under the DCC Licence, the Authority may, in the circumstances specified in the DCC Licence, give the DCC a direction that contains a Management Order, which may (amongst other things): 10.8.1 require the removal from office of all of the directors of the DCC, or such directors as are specified in the Management Order and provide for their replacement with individuals specified in or determined in accordance with the Management Order;‌ 10.8.2 require the suspension (either wholly, or in respect only of such functions as are specified in or determined in accordance with the Management Order) of all the directors of the DCC, or such directors as are specified in the Management Order and provide for the functions of the suspended directors to be performed during their suspension by individuals specified in or determined in accordance with the Management Order;‌ 10.8.3 require the DCC to secure that any activity or other function of the DCC that is specified in the Management Order is performed, to the‌ extent specified in the Management Order, on behalf of the DCC and at its expense, by such person as is specified in the Management Order (and is performed in such a way as to achieve such objectives as are so specified); 10.8.4 provide for the Authority to appoint a person to act as adviser, at the DCC's expense, in respect of the performance of any activity or other function of the DCC that is specified in the Management Order and require the DCC to act in accordance with such recommendations or other advice as that person gives it.‌ 10.9 The Contractor acknowledges that, under the DCC Licence, the DCC must do all such things as are necessary to give full effect to the provisions of the Management Order.

COMPLIANCE WITH MANDATORY REQUIREMENTS General. ‌‌ 10.1 The Contractor shall at all times provide the Services and perform its other obligations under this Agreement: 10.1.1 in accordance with all applicable laws and Consents (including the giving of notices and the obtaining of any such Consents) and so as not to prejudice the renewal of any such Consents; and 10.1.2 so as not to knowingly put the DCC (or any DCC Eco-System Entity) in breach of the SEC or the DCC Licence. 10.2 The Contractor shall not (and shall ensure that the Contractor Persons do not) contact or otherwise engage with any Consumers in relation to the provision of the Services or comparable services other than through, or in accordance with the written instructions of, the DCC. 10.3 The Contractor acknowledges that the SEC contains arrangements relating to the modification of the SEC (the "SEC Modification Arrangements"), which are required to be consistent with, and give full and complete effect to, the requirements set out in Part B of Condition 23 of the DCC Licence. Such requirements include that the SEC Modification Arrangements must provide for:‌for: 10.3.1 the DCC and all other SEC Parties to meet periodically for the purpose of discussing the continuing development of the SEC; 10.3.2 a timely and efficient process by which the SEC Panel can:‌can: 10.3.2.1 formally receive modification proposals from the DCC, any other SEC Party, the Authority, a Consumer Member, or any other person or body that may be designated for such purpose by the Authority; 10.3.2.2 consult on the merits of those proposals with the DCC, other SEC Parties, Consumer Members, and any other persons whose interests are materially affected by the SEC; and 10.3.2.3 evaluate those proposals in the light of that consultation; 10.3.3 the SEC Panel to have a report on any modification proposal ("Modification Report") prepared in a timely and efficient manner for submission to the Authority that: 10.3.3.1 sets out the terms proposed for the modification; 10.3.3.2 fairly summarises the representations received during the consultation process referred to in Clause 10.3.2; 10.3.3.3 sets out the conclusions reached by the SEC Panel about the modification proposal in question, including whether, in the SEC Panel's opinion, the modification would better achieve the Relevant SEC Objectives; and 10.3.3.4 sets out a timetable for implementing the modification, if it were to be made, and the date with effect from which the modification (if made) would take effect; 10.3.4 every Modification Report to include an assessment of the quantifiable impact (if it is likely to be material) of the modification proposal on Greenhouse Gas emissions (and for that assessment to be conducted in accordance with any guidance issued for that purpose by the Authority about the evaluation of such emissions and the appropriate treatment of carbon costs); 10.3.5 the Authority, if it considers that a Modification Report does not adequately analyse or fully consider the matter in question: 10.3.5.1 to remit that Modification Report to the SEC Panel; and 10.3.5.2 to direct the SEC Panel as to the nature of the further analysis or further consideration that the Authority believes is required; and 10.3.6 the Authority to bring forward a modification proposal of its own motion by reference to particular policy considerations specified in the SEC for that purpose (and for any such modification proposal to be initiated, processed, and determined in accordance with such procedures as are set out in the SEC for the purpose of dealing with such a proposal by reason of its special status). 10.4 While the Contractor is not required to directly participate in the SEC Modification Arrangements, it shall support, and otherwise co-operate with, the DCC in relation to the DCC's participation in SEC Modification Arrangements, including as further described in Section H (GovernanceH(Governance). 10.5 Without limiting the Contractor's other obligations under this Agreement, the Contractor shall:‌shall: 10.5.1 provide any information or assistance reasonably requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements; 10.5.2 ensure that appropriate representatives of the Contractor including any representatives specifically identified by the DCC, attend any meetings requested by the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements (including any of the meetings contemplated by Clause 10.3); 10.5.3 comply with any procedural rules relating to the SEC Modification Arrangements that are applicable to the Contractor (as notified to the Contractor by the DCC); and 10.5.4 otherwise promptly comply with any reasonable instructions from the DCC from time to time in relation to the DCC's participation in the SEC Modification Arrangements. 10.6 Without limiting its other obligations under this Agreement, the Contractor shall at all times ensure that it has available to itself, either directly or under appropriate contractual arrangements, such operational and financial resources (including management and financial resources, personnel, fixed and moveable assets, rights, licences, consents, and facilities) on such terms and with all such rights, as will enable it to properly and efficiently perform the Services. 10.7 The Contractor shall notify the DCC in writing immediately if any directors of the Contractor become aware of any circumstance that causes them no longer to have the reasonable expectation of the Contractor's ability to properly and efficiently perform the Services. Such notification shall not be taken to be an anticipatory breach. 10.8 The Contractor acknowledges that, under the DCC Licence, the Authority may, in the circumstances specified in the DCC Licence, give the DCC a direction that contains a Management Order, which may (amongst other things): 10.8.1 require the removal from office of all of the directors of the DCC, or such directors as are specified in the Management Order and provide for their replacement with individuals specified in or determined in accordance with the Management Order;‌ 10.8.2 require the suspension (either wholly, or in respect only of such functions as are specified in or determined in accordance with the Management Order) of all the directors of the DCC, or such directors as are specified in the Management Order and provide for the functions of the suspended directors to be performed during their suspension by individuals specified in or determined in accordance with the Management Order;‌ 10.8.3 require the DCC to secure that any activity or other function of the DCC that is specified in the Management Order is performed, to the‌ extent specified in the Management Order, on behalf of the DCC and at its expense, by such person as is specified in the Management Order (and is performed in such a way as to achieve such objectives as are so specified); 10.8.4 provide for the Authority to appoint a person to act as adviser, at the DCC's expense, in respect of the performance of any activity or other function of the DCC that is specified in the Management Order and require the DCC to act in accordance with such recommendations or other advice as that person gives it.‌ 10.9 The Contractor acknowledges that, under the DCC Licence, the DCC must do all such things as are necessary to give full effect to the provisions of the Management Order.