Common use of IN PERIOD Clause in Contracts

IN PERIOD. Without prejudice to paragraph 3 (Notice of Termination and Existing Liabilities) but subject to paragraph 6.2, the Authority shall not terminate the Contract during the Step–In Period on grounds: that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) or enforced any Security Document; or arising on or prior to the Step–In Date of which the Authority is aware (having made reasonable enquiry and whether or not continuing at the Step–In Date); or arising solely in relation to the Contractor; unless, in the case of paragraph 6.1.2 above: the grounds arose prior to the final Services Commencement Date and construction is not completed on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract for non-completion; or the grounds arose after the final Services Commencement Date and neither the Appointed Representative nor the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract that: arose prior to the Step–In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Contract. The Authority shall be entitled to terminate the Contract by written notice to the Contractor and the Appointed Representative: if permitted by paragraph 6.1; if any amount referred to in paragraph 3.1.2(a) has not been paid to the Authority on or before the Step–In Date; if any amount referred to in paragraph 3.1.2(b) has not been paid on or before the last day of the Required Period; if amounts, of which the Authority was not aware (having made reasonable enquiry) at the time of the Termination Notice or the Event of Default, subsequently become payable and are not discharged on or before the later of: the date falling thirty (30) Business Days after the date on which the liability for these amounts is notified to the Facility Agent or, if later, the last day of the Required Period; the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and the last day of the Required Period; or on grounds arising after the Step–In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions and/or adjustments pursuant to the Payment Mechanism): Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account during the Step-In Period but shall be taken into account after the Step-Out Date; [Ratchets subsisting at the Step-In Date shall be suspended during the Step-In Period but shall be re-applied with effect from the Step Out Date]. 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. The Appointed Representative will, on the earlier of: the date specified in a written notice from the Facility Agent or the Appointed Representative to the Authority (which date shall be at least twenty (20) Business Days after such notice is received by the Authority); and the expiry of the Step-In Period; (such date being the “Step Out Date”), be released from all of its obligations and liabilities to the Authority under the Ancillary Documents arising prior to the Step Out Date and the rights of the Appointed Representative against the Authority shall be cancelled. The Contractor shall continue to be bound by the terms of the Ancillary Documents, notwithstanding the occurrence of the Step–Out Date. If following the Step-Out Date the Authority is satisfied (acting reasonably) that the circumstances giving rise to the Facility Agent electing to exercise its rights under paragraph 5 (Representative) have been remedied in full, then for the purposes of termination of the Contract only, and without prejudice to the rights of the Authority to make deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall be immediately cancelled, provided that where, during the Step-In Period, the Contractor has substituted or replaced the defaulting Operating Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the Contract, the provisions of Clause 81.5 (Replacement of Sub-Contractors) of the Contract will apply from the date of substitution or replacement of that Operating Sub-Contractor or sub-contractor to that Operating Sub-Contractor.

IN PERIOD. Without prejudice to paragraph Notwithstanding clause 3 (Notice of No Termination and Existing LiabilitiesWithout Notice) but subject to paragraph 6.2above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in clause 3.2.2(a) above has not been paid to the Authority on or before the Step-In Date; or any amount referred to in clause 3.2.2(b) above has not been paid on or before the last day of the Required Period; amounts, of which the Authority was not aware (having made proper enquiry) at the time of the Termination Notice, subsequently become payable and are not discharged on or before the date falling twenty (20) Business Days after the date on which the liability of DBFM Co for these amounts is notified to the Agent or if later the Step-In Date; or grounds arise after the Step-In Date in accordance with the terms of the Design Build Finance and Maintain Agreement provided that Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) to the Design Build Finance and Maintain Agreement prior to the Step-In Date shall not be taken into account during the Step-In Period but such Deductions and/or Warning Notices (to the extent applicable under the terms of the Design Build Finance and Maintain Agreement) shall be taken into account after the Step-Out Date. The Authority shall not terminate the Contract Design Build Finance and Maintain Agreement during the Step–-In Period on grounds: that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) served a Step-In Notice or enforced any Security Document; or arising on or prior to the Step–-In Date of which the Authority is was aware (having made reasonable enquiry proper enquiry) and whether or not continuing at the Step–-In Date); or arising solely in relation to the Contractor; Date unless, in the case of paragraph 6.1.2 above: the grounds arose prior to the final Services Commencement Actual Completion Date, and the Actual Completion Date and construction is does not completed occur on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract Design Build Finance and Maintain Agreement for non-completioncompletion of the Works under Clause 40.1.2 (Long stop) of the Design Build Finance and Maintain Agreement; or the grounds arose after the final Services Commencement Date Actual Completion Date, and neither the Appointed Representative nor the Contractor DBFM Co is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract thatDesign Build Finance and Maintain Agreement which: arose prior to the Step–-In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Contract. The Authority shall be entitled Design Build Finance and Maintain Agreement; or the grounds (whenever they first arose) did not give rise to any right to terminate the Contract by written notice to the Contractor and the Appointed Representative: if permitted by paragraph 6.1; if any amount referred to in paragraph 3.1.2(a) has not been paid to the Authority on or before the Step–In Date; if any amount referred to in paragraph 3.1.2(b) has not been paid on or before the last day of the Required Period; if amounts, of which the Authority was not aware (having made reasonable enquiry) at the time of the Termination Notice or the Event of Default, subsequently become payable and are not discharged on or before the later of: the date falling thirty (30) Business Days until after the date on which the liability for these amounts is notified to the Facility Agent or, if later, the last day of the Required Period; the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and the last day of the Required Period; or on grounds arising after the Step–In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions and/or adjustments pursuant to the Payment Mechanism): Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account Notice; or arising solely in relation to DBFM Co The Appointed Representative may at any time during the Step-In Period but deliver to the Authority a Step-Out Notice which shall be taken into account after specify the Step-Out Date; [Ratchets subsisting at the Step-In Date shall be suspended during the Step-In Period but shall be re-applied with effect from the Step Out Date]. 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. The Appointed Representative will, on the earlier of: the date specified in a written notice from the Facility Agent or the Appointed Representative to the Authority (which date shall be at least twenty (20) Business Days after such notice is received by the Authority); and the On expiry of the Step-In Period; (such date being : the “Step Out Date”), Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Ancillary Authority Project Documents arising prior to the Step Out Date end of the Step-In Period and the rights of the Appointed Representative against the Authority will be cancelled;11 and the Authority shall be cancelledno longer deal with the Appointed Representative and shall deal with DBFM Co in connection with the Authority Project Documents. The Contractor DBFM Co shall continue to be bound by the terms of the Ancillary DocumentsDesign Build Finance and Maintain Agreement, notwithstanding the occurrence of the a Step–-In Notice, a Step-In Period, a Step-Out Notice, Step-Out Date, any action by the Agent or Appointed Representative or the Senior Funders and/or any provision of this Agreement. If following Subject to clause 8.2, at any time: after an Enforcement Event has occurred; or during the Step-Out Date In Period, the Agent may, subject to clause 8.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of DBFM Co's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of clause 8.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer DBFM Co's rights and liabilities under the Authority Project Documents is satisfied a Suitable Substitute Contractor, on or before the date falling twenty (acting reasonably20) that Business Days after the circumstances giving rise date of receipt from the Agent of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor. The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor and it shall, without limitation, be reasonable for the Authority to withhold its consent if there are unremedied breaches under the Authority Project Documents and there is no rectification plan reasonably acceptable to the Facility Agent electing Authority in respect of the breaches. Upon the transfer referred to exercise its in clause 8.1 becoming effective: DBFM Co and the Authority will be released from their obligations under the Authority Project Documents to each other (the "discharged obligations"); the Suitable Substitute Contractor and the Authority will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the Suitable Substitute Contractor instead of DBFM Co; the rights of DBFM Co against the Authority under paragraph 5 the Authority Project Documents and vice versa (Representativethe "discharged rights") have been remedied in full, will be cancelled; the Suitable Substitute Contractor and the Authority will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the Suitable Substitute Contractor instead of DBFM Co; any then subsisting ground for the purposes of termination of the Contract onlyDesign Build Finance and Maintain Agreement by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; the Authority shall enter into a direct agreement with the Suitable Substitute Contractor and a representative of Senior Funders lending to the Suitable Substitute Contractor on substantially the same terms as this Agreement; and any Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) of the Design Build Finance and Maintain Agreement [or due to [unavailability]] prior to that time shall, and without prejudice to the rights of the Authority to make financial deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be immediately cancelled, provided that where, during the Step-In Period, the Contractor taken into account in determining whether a DBFM Co Event of Default has substituted or replaced the defaulting Operating Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the Contract, the provisions of Clause 81.5 (Replacement of Sub-Contractors) of the Contract will apply from the date of substitution or replacement of that Operating Sub-Contractor or sub-contractor to that Operating Sub-Contractoroccurred.

IN PERIOD. Notwithstanding paragraph 113 (No Termination Without prejudice to paragraph 3 (Notice of Termination and Existing LiabilitiesNotice) but subject to paragraph 6.2above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in paragraph 113.2.2.1(a) above has not been paid to the Authority on or before the Step-In Date; or any amount referred to in paragraph 113.2.2.1(b) above has not been paid on or before the last day of the Required Period; amounts, of which the Authority was not aware (having made proper enquiry) at the time of the Termination Notice, subsequently become payable and are not discharged on or before the date falling twenty (20) Business Days after the date on which the liability of Project Co for these amounts is notified to the Agent or if later the Step-In Date; or grounds arise after the Step-In Date in accordance with the terms of the Design Build Finance and Maintain Agreement provided that Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) to the Design Build Finance and Maintain Agreement prior to the Step-In Date shall not be taken into account during the Step-In Period but such Deductions and/or Warning Notices (to the extent applicable under the terms of the Design Build Finance and Maintain Agreement) shall be taken into account after the Step-Out Date. The Authority shall not terminate the Contract Design Build Finance and Maintain Agreement during the Step–-In Period on grounds: that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) served a Step-In Notice or enforced any Security Document; or arising on or prior to the Step–-In Date of which the Authority is was aware (having made reasonable enquiry proper enquiry) and whether or not continuing at the Step–-In Date); or arising solely in relation to the Contractor; Date unless, in the case of paragraph 6.1.2 above: the grounds arose prior to the final Services Commencement Actual Completion Date, and the Actual Completion Date and construction is does not completed occur on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract Design Build Finance and Maintain Agreement for non-completioncompletion of the Works under Clause 40.1.2 (Long stop) of the Design Build Finance and Maintain Agreement; or the grounds arose after the final Services Commencement Date Actual Completion Date, and neither the Appointed Representative nor the Contractor Project Co is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract thatDesign Build Finance and Maintain Agreement which: arose prior to the Step–-In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Contract. The Authority shall be entitled Design Build Finance and Maintain Agreement; or the grounds (whenever they first arose) did not give rise to any right to terminate the Contract by written notice to the Contractor and the Appointed Representative: if permitted by paragraph 6.1; if any amount referred to in paragraph 3.1.2(a) has not been paid to the Authority on or before the Step–In Date; if any amount referred to in paragraph 3.1.2(b) has not been paid on or before the last day of the Required Period; if amounts, of which the Authority was not aware (having made reasonable enquiry) at the time of the Termination Notice or the Event of Default, subsequently become payable and are not discharged on or before the later of: the date falling thirty (30) Business Days until after the date on which the liability for these amounts is notified to the Facility Agent or, if later, the last day of the Required Period; the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and the last day of the Required Period; or on grounds arising after the Step–In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions and/or adjustments pursuant to the Payment Mechanism): Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account Notice; or arising solely in relation to Project Co The Appointed Representative may at any time during the Step-In Period but deliver to the Authority a Step-Out Notice which shall be taken into account after specify the Step-Out Date; [Ratchets subsisting at the Step-In Date shall be suspended during the Step-In Period but shall be re-applied with effect from the Step Out Date]. 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. The Appointed Representative will, on the earlier of: the date specified in a written notice from the Facility Agent or the Appointed Representative to the Authority (which date shall be at least twenty (20) Business Days after such notice is received by the Authority); and the On expiry of the Step-In Period; (such date being : the “Step Out Date”), Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Ancillary Authority Project Documents arising prior to the Step Out Date end of the Step-In Period and the rights of the Appointed Representative against the Authority will be cancelled;9 and the Authority shall be cancelledno longer deal with the Appointed Representative and shall deal with Project Co in connection with the Authority Project Documents. The Contractor Project Co shall continue to be bound by the terms of the Ancillary DocumentsDesign Build Finance and Maintain Agreement, notwithstanding the occurrence of the a Step–-In Notice, a Step-In Period, a Step-Out Notice, Step-Out Date, any action by the Agent or Appointed Representative or the Senior Funders and/or any provision of this Agreement. If following Subject to paragraph 118.2, at any time: after an Enforcement Event has occurred; or during the Step-Out Date In Period, the Agent may, subject to paragraph 118.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of Project Co's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 118.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer Project Co's rights and liabilities under the Authority Project Documents is satisfied a Suitable Substitute Contractor, on or before the date falling twenty (acting reasonably20) that Business Days after the circumstances giving rise date of receipt from the Agent of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor. The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor and it shall, without limitation, be reasonable for the Authority to withhold its consent if there are unremedied breaches under the Authority Project Documents and there is no rectification plan reasonably acceptable to the Facility Agent electing Authority in respect of the breaches. Upon the transfer referred to exercise its in paragraph 118.1 becoming effective: Project Co and the Authority will be released from their obligations under the Authority Project Documents to each other (the "discharged obligations"); the Suitable Substitute Contractor and the Authority will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the Suitable Substitute Contractor instead of Project Co; the rights of Project Co against the Authority under paragraph 5 the Authority Project Documents and vice versa (Representativethe "discharged rights") have been remedied in full, will be cancelled; the Suitable Substitute Contractor and the Authority will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the Suitable Substitute Contractor instead of Project Co; any then subsisting ground for the purposes of termination of the Contract onlyDesign Build Finance and Maintain Agreement by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; the Authority shall enter into a direct agreement with the Suitable Substitute Contractor and a representative of Senior Funders lending to the Suitable Substitute Contractor on substantially the same terms as this Agreement; and any Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) [or due to [unavailability]] prior to that time shall, and without prejudice to the rights of the Authority to make financial deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be immediately cancelled, provided that where, during the Step-In Period, the Contractor taken into account in determining whether a Project Co Event of Default has substituted or replaced the defaulting Operating Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the Contract, the provisions of Clause 81.5 (Replacement of Sub-Contractors) of the Contract will apply from the date of substitution or replacement of that Operating Sub-Contractor or sub-contractor to that Operating Sub-Contractoroccurred.

IN PERIOD. Without prejudice to Notwithstanding paragraph 3 (Notice of No Termination and Existing LiabilitiesWithout Notice) but subject to paragraph 6.2above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in paragraph 3.2.2(a) above has not been paid to the Authority on or before the Step-In Date; or any amount referred to in paragraph 3.2.2(b) above has not been paid on or before the last day of the Required Period; amounts, of which the Authority was not aware (having made proper enquiry) at the time of the Termination Notice, subsequently become payable and are not discharged on or before the date falling twenty (20) Business Days after the date on which the liability of Sub-hubco for these amounts is notified to the Agent or if later the Step-In Date; or grounds arise after the Step-In Date in accordance with the terms of the Design Build Finance and Maintain Agreement provided that Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) to the Design Build Finance and Maintain Agreement prior to the Step-In Date shall not be taken into account during the Step-In Period but such Deductions and/or Warning Notices (to the extent applicable under the terms of the Design Build Finance and Maintain Agreement) shall be taken into account after the Step-Out Date. The Authority shall not terminate the Contract Design Build Finance and Maintain Agreement during the Step–-In Period on grounds: that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) served a Step-In Notice or enforced any Security Document; or arising on or prior to the Step–-In Date of which the Authority is was aware (having made reasonable enquiry proper enquiry) and whether or not continuing at the Step–-In Date); or arising solely in relation to the Contractor; Date unless, in the case of paragraph 6.1.2 above: the grounds arose prior to the final Services Commencement Actual Completion Date, and the Actual Completion Date and construction is does not completed occur on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract Design Build Finance and Maintain Agreement for non-completioncompletion of the Works under Clause 40.1.2 (Long stop) of the Design Build Finance and Maintain Agreement; or the grounds arose after the final Services Commencement Date Actual Completion Date, and neither the Appointed Representative nor the Contractor Sub-hubco is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract thatDesign Build Finance and Maintain Agreement which: arose prior to the Step–-In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Contract. The Authority shall be entitled Design Build Finance and Maintain Agreement; or the grounds (whenever they first arose) did not give rise to any right to terminate the Contract by written notice to the Contractor and the Appointed Representative: if permitted by paragraph 6.1; if any amount referred to in paragraph 3.1.2(a) has not been paid to the Authority on or before the Step–In Date; if any amount referred to in paragraph 3.1.2(b) has not been paid on or before the last day of the Required Period; if amounts, of which the Authority was not aware (having made reasonable enquiry) at the time of the Termination Notice or the Event of Default, subsequently become payable and are not discharged on or before the later of: the date falling thirty (30) Business Days until after the date on which the liability for these amounts is notified to the Facility Agent or, if later, the last day of the Required Period; the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and the last day of the Required Period; or on grounds arising after the Step–In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions and/or adjustments pursuant to the Payment Mechanism): Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account Notice; or arising solely in relation to Sub-hubco The Appointed Representative may at any time during the Step-In Period but deliver to the Authority a Step-Out Notice which shall be taken into account after specify the Step-Out Date; [Ratchets subsisting at the Step-In Date shall be suspended during the Step-In Period but shall be re-applied with effect from the Step Out Date]. 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. The Appointed Representative will, on the earlier of: the date specified in a written notice from the Facility Agent or the Appointed Representative to the Authority (which date shall be at least twenty (20) Business Days after such notice is received by the Authority); and the On expiry of the Step-In Period; (such date being : the “Step Out Date”), Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Ancillary Authority Project Documents arising prior to the Step Out Date end of the Step-In Period and the rights of the Appointed Representative against the Authority will be cancelled9; and the Authority shall be cancelledno longer deal with the Appointed Representative and shall deal with Sub-hubco in connection with the Authority Project Documents. The Contractor Sub-hubco shall continue to be bound by the terms of the Ancillary DocumentsDesign Build Finance and Maintain Agreement, notwithstanding the occurrence of the a Step–-In Notice, a Step-In Period, a Step-Out Notice, Step-Out Date, any action by the Agent or Appointed Representative or the Senior Funders and/or any provision of this Agreement. If following Subject to paragraph 8.2, at any time: after an Enforcement Event has occurred; or during the Step-Out Date In Period, the Agent may, subject to paragraph 8.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of Sub-hubco's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 8.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer Sub-hubco's rights and liabilities under the Authority Project Documents is satisfied a Suitable Substitute Contractor, on or before the date falling twenty (acting reasonably20) that Business Days after the circumstances giving rise date of receipt from the Agent of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor. The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor and it shall, without limitation, be reasonable for the Authority to withhold its consent if there are unremedied breaches under the Authority Project Documents and there is no rectification plan reasonably acceptable to the Facility Agent electing Authority in respect of the breaches. Upon the transfer referred to exercise its in paragraph 8.1 becoming effective: Sub-hubco and the Authority will be released from their obligations under the Authority Project Documents to each other (the "discharged obligations"); the Suitable Substitute Contractor and the Authority will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the Suitable Substitute Contractor instead of Sub-hubco; the rights of Sub-hubco against the Authority under paragraph 5 the Authority Project Documents and vice versa (Representativethe "discharged rights") have been remedied in full, will be cancelled; the Suitable Substitute Contractor and the Authority will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the Suitable Substitute Contractor instead of Sub-hubco; any then subsisting ground for the purposes of termination of the Contract onlyDesign Build Finance and Maintain Agreement by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; the Authority shall enter into a direct agreement with the Suitable Substitute Contractor and a representative of Senior Funders lending to the Suitable Substitute Contractor on substantially the same terms as this Agreement; and any Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) [or due to [unavailability]] prior to that time shall, and without prejudice to the rights of the Authority to make financial deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be immediately cancelled, provided that where, during the Step-In Period, the Contractor has substituted or replaced the defaulting Operating taken into account in determining whether a Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and hubco Event of Default has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the Contract, the provisions of Clause 81.5 (Replacement of Sub-Contractors) of the Contract will apply from the date of substitution or replacement of that Operating Sub-Contractor or sub-contractor to that Operating Sub-Contractoroccurred.

IN PERIOD. Without prejudice to Notwithstanding paragraph 3 (Notice of No Termination and Existing LiabilitiesWithout Notice) but subject to paragraph 6.2above, the Authority shall not may terminate the Contract during the Step–In Period on groundsDesign Build Finance and Maintain Agreement if: that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) or enforced any Security Document; or arising on or prior to the Step–In Date of which the Authority is aware (having made reasonable enquiry and whether or not continuing at the Step–In Date); or arising solely in relation to the Contractor; unless, in the case of paragraph 6.1.2 above: the grounds arose prior to the final Services Commencement Date and construction is not completed on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract for non-completion; or the grounds arose after the final Services Commencement Date and neither the Appointed Representative nor the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract that: arose prior to the Step–In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Contract. The Authority shall be entitled to terminate the Contract by written notice to the Contractor and the Appointed Representative: if permitted by paragraph 6.1; if any amount referred to in paragraph 3.1.2(a3.2.2(a) above has not been paid to the Authority on or before the Step–-In Date; if or any amount referred to in paragraph 3.1.2(b3.2.2(b) above has not been paid on or before the last day of the Required Period; if amounts, of which the Authority was not aware (having made reasonable proper enquiry) at the time of the Termination Notice or the Event of DefaultNotice, subsequently become payable and are not discharged on or before the later of: the date falling thirty (30) Business Days after the date on which the liability for these amounts is notified to the Facility Agent or, if later, the last day of the Required Period; the date falling twenty (20) Business Days after the date on which the liability of Project Co for these amounts falls due; and is notified to the last day of Agent or if later the Required PeriodStep-In Date; or on grounds arising arise after the Step–-In Date in accordance with the terms of the Contract Design Build Finance and Maintain Agreement provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions that Deductions and/or adjustments pursuant to the Payment Mechanism): Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) to the Design Build Finance and Maintain Agreement prior to the Step-In Date shall not be taken into account during the Step-In Period but such Deductions and/or Warning Notices (to the extent applicable under the terms of the Design Build Finance and Maintain Agreement) shall be taken into account after the Step-Out Date. The Authority shall not terminate the Design Build Finance and Maintain Agreement during the Step-In Period on grounds: that the Agent has served a Step-In Notice or enforced any Security Document; [Ratchets subsisting or arising prior to the Step-In Date of which the Authority was aware (having made proper enquiry) and whether or not continuing at the Step-In Date shall be suspended unless: the grounds arose prior to the Actual Completion Date, and the Actual Completion Date does not occur on or before the date twelve (12) months after the date on which the Authority would have been entitled to terminate the Design Build Finance and Maintain Agreement for non-completion of the Works under Clause 40.1.2 (Long stop) of the Design Build Finance and Maintain Agreement; or the grounds arose after the Actual Completion Date, and neither the Appointed Representative nor Project Co is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Design Build Finance and Maintain Agreement that: arose prior to the Step-In Date; and which is continuing (and capable of remedy); and which would have entitled the Authority to terminate the Design Build Finance and Maintain Agreement; or the grounds (whenever they first arose) did not give rise to any right to terminate until after the Step-In Notice; or arising solely in relation to Project Co The Appointed Representative may at any time during the Step-In Period but shall be re-applied with effect from the Step Out Date]. 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. The Appointed Representative will, on the earlier of: the date specified in a written notice from the Facility Agent or the Appointed Representative deliver to the Authority (a Step-Out Notice which date shall be at least twenty (20) Business Days after such notice is received by specify the Authority); and the Step-Out Date. On expiry of the Step-In Period; (such date being : the “Step Out Date”), Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Ancillary Authority Project Documents arising prior to the Step Out Date end of the Step-In Period and the rights of the Appointed Representative against the Authority will be cancelled;9 and the Authority shall be cancelledno longer deal with the Appointed Representative and shall deal with Project Co in connection with the Authority Project Documents. The Contractor Project Co shall continue to be bound by the terms of the Ancillary DocumentsDesign Build Finance and Maintain Agreement, notwithstanding the occurrence of the a Step–-In Notice, a Step-In Period, a Step-Out Notice, Step-Out Date, any action by the Agent or Appointed Representative or the Senior Funders and/or any provision of this Agreement. If following Subject to paragraph 8.2, at any time: after an Enforcement Event has occurred; or during the Step-Out Date In Period, the Agent may, subject to paragraph 8.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of Project Co's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 8.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer Project Co's rights and liabilities under the Authority Project Documents is satisfied a Suitable Substitute Contractor, on or before the date falling twenty (acting reasonably20) that Business Days after the circumstances giving rise date of receipt from the Agent of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor. The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor and it shall, without limitation, be reasonable for the Authority to withhold its consent if there are unremedied breaches under the Authority Project Documents and there is no rectification plan reasonably acceptable to the Facility Agent electing Authority in respect of the breaches. Upon the transfer referred to exercise its in paragraph 8.1 becoming effective: Project Co and the Authority will be released from their obligations under the Authority Project Documents to each other (the "discharged obligations"); the Suitable Substitute Contractor and the Authority will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the Suitable Substitute Contractor instead of Project Co; the rights of Project Co against the Authority under paragraph 5 the Authority Project Documents and vice versa (Representativethe "discharged rights") have been remedied in full, will be cancelled; the Suitable Substitute Contractor and the Authority will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the Suitable Substitute Contractor instead of Project Co; any then subsisting ground for the purposes of termination of the Contract onlyDesign Build Finance and Maintain Agreement by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; the Authority shall enter into a direct agreement with the Suitable Substitute Contractor and a representative of Senior Funders lending to the Suitable Substitute Contractor on substantially the same terms as this Agreement; and any Deductions and/or Warning Notices that arose pursuant to Schedule Part 14 (Payment Mechanism) [or due to [unavailability]] prior to that time shall, and without prejudice to the rights of the Authority to make financial deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be immediately cancelled, provided that where, during the Step-In Period, the Contractor taken into account in determining whether a Project Co Event of Default has substituted or replaced the defaulting Operating Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the Contract, the provisions of Clause 81.5 (Replacement of Sub-Contractors) of the Contract will apply from the date of substitution or replacement of that Operating Sub-Contractor or sub-contractor to that Operating Sub-Contractoroccurred.