Common use of Grant of Consent Clause in Contracts

Grant of Consent. The Construction Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction Contractor's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco under the Construction Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco under the Construction Contract. The Construction Contractor shall notify the Authority in writing, within [ five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ ] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.1, hubco shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCE] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):

Grant of Consent. The Construction Contractor Service Provider may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction ContractorService Provider's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of Sub-hubco under the Construction Service Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of Sub-hubco under the Construction Service Contract. The Construction Contractor Service Provider shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor Service Provider withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor Service Provider consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination): following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.5, the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Sub-hubco shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCEinsert reference] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and Sub-hubco of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Service Contract in place of Sub-hubco and, thereafter, shall be treated as if it was and had always been named as a party to the Service Contract in place of Sub-hubco; and the Service Provider, Sub-hubco and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Service Provider (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of Sub-hubco under the Service Contract (including those arising prior to the end of the Step-in Period); subject to the Service Provider giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 3.2.1 and to the provisions of Clauses 3.2.2 and 3.2.3 mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of Sub-hubco under the Service Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Service Provider will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Service Provider shall owe its obligations under the Service Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of Sub-hubco under the Service Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Service Provider to monitor the performance of Sub-hubco's other obligations under the Service Contract. the Authority and the Service Provider shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Service Contract necessary to reflect Clause 3.2.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date.

Grant of Consent. The Construction Contractor Service Provider may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction ContractorService Provider's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco Project Co under the Construction Service Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco Project Co under the Construction Service Contract. The Construction Contractor Service Provider shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 139.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 159.3 (Grant of Consent), the Construction Contractor Service Provider withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 139.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 139.3.1 and 4.3.2159.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 159.1.1 or 4.1.2 159.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor Service Provider consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.1140.1 (Rights of Termination): following notification pursuant to Clause 139.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 138.2.5, hubco the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Project Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCEinsert reference] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 140.1 (Rights of Termination):).

Grant of Consent. The Construction Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction Contractor's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco DBFM Co under the Construction Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco DBFM Co under the Construction Contract. The Construction Contractor shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination), hubco following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.5, the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and DBFM Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause clause [INSERT PCG REFERENCEinsert reference] of the same, same and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and DBFM Co of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Construction Contract in place of DBFM Co and, thereafter, shall be treated as if it was and had always been named as a party to the Construction Contract in place of DBFM Co; and the Contractor, DBFM Co and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Contractor (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of DBFM Co under the Construction Contract (including those arising prior to the end of the Step-in Period); subject to the Contractor giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 3.2.1 and to the provisions of Clauses 3.2.2 and 3.2.3, mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of DBFM Co under the Construction Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Contractor will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Contractor shall owe its obligations under the Construction Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of DBFM Co under the Construction Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Contractor to monitor the performance of DBFM Co's other obligations under the Construction Contract. The Authority and the Contractor shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Construction Contract necessary to reflect Clause 3.2.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date. Termination after Novation After the Novation Effective Date the Contractor shall only be entitled to exercise its rights of termination under the Construction Contract: in respect of any Event of DBFM Co Default arising after that date in accordance with the Construction Contract; or if the Proposed Substitute does not discharge the obligations and liabilities assumed by it under Clause 4.5.2(a) which relate to matters arising prior to the end of the Step-in Period within [fifteen (15)] Business Days following the Novation Effective Date. Extension of Step-In Period As at the date of the first anniversary of the Step-in Date, if the Step-in Period has not previously ended, and: the Authority is in the course of conducting discussions in good faith with a Proposed Substitute (the novation to whom has been approved by the Contractor whether automatically or otherwise in accordance with Clause 4.3 (Grant of Consent)), the Step-in Period shall be extended and shall continue until such date as is proposed by the Authority and agreed by the Contractor; or a contract has been entered into between the Authority and a Proposed Substitute (which has been approved by the Contractor in accordance with Clause 4.3 (Grant of Consent)) as at such date, the Step-in Period shall be extended and shall continue until the date such contract comes into force, provided that such date shall not be later than [thirty (30)] Business Days after the last date of execution of such contract.

Grant of Consent. The Construction Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction Contractor's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco Project Co under the Construction Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco Project Co under the Construction Contract. The Construction Contractor shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination), hubco following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.4, the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Project Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause clause [INSERT PCG REFERENCEinsert reference] of the same, same and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and Project Co of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Construction Contract in place of Project Co and, thereafter, shall be treated as if it was and had always been named as a party to the Construction Contract in place of Project Co; and the Contractor, Project Co and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Contractor (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of Project Co under the Construction Contract (including those arising prior to the end of the Step-in Period); subject to the Contractor giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 1.1.1 and to the provisions of Clauses 1.1.2 and 3.2.2, mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of Project Co under the Construction Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Contractor will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Contractor shall owe its obligations under the Construction Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of Project Co under the Construction Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Contractor to monitor the performance of Project Co's other obligations under the Construction Contract. the Authority and the Contractor shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Construction Contract necessary to reflect Clause 1.1.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date.

Grant of Consent. The Construction Contractor Service Provider may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction ContractorService Provider's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco DBFM Co under the Construction Service Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco DBFM Co under the Construction Service Contract. The Construction Contractor Service Provider shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor Service Provider withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor Service Provider consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination): following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.5, hubco the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and DBFM Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCEinsert reference] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and DBFM Co of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Service Contract in place of DBFM Co and, thereafter, shall be treated as if it was and had always been named as a party to the Service Contract in place of DBFM Co; and the Service Provider, DBFM Co and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Service Provider (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of DBFM Co under the Service Contract (including those arising prior to the end of the Step-in Period); subject to the Service Provider giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 3.2.1 and to the provisions of Clauses 3.2.2 and 3.2.3 mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of DBFM Co under the Service Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Service Provider will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Service Provider shall owe its obligations under the Service Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of DBFM Co under the Service Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Service Provider to monitor the performance of DBFM Co's other obligations under the Service Contract. the Authority and the Service Provider shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Service Contract necessary to reflect Clause 3.2.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date.

Grant of Consent. The Construction Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction Contractor's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of Sub-hubco under the Construction Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of Sub-hubco under the Construction Contract. The Construction Contractor shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination), following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.5, the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Sub-hubco shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause clause [INSERT PCG REFERENCEinsert reference] of the same, same and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and Sub-hubco of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Construction Contract in place of Sub-hubco and, thereafter, shall be treated as if it was and had always been named as a party to the Construction Contract in place of Sub-hubco; and the Contractor, Sub-hubco and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Contractor (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of Sub-hubco under the Construction Contract (including those arising prior to the end of the Step-in Period); subject to the Contractor giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 3.2.1 and to the provisions of Clauses 3.2.2 and 3.2.3, mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of Sub-hubco under the Construction Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Contractor will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Contractor shall owe its obligations under the Construction Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of Sub-hubco under the Construction Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Contractor to monitor the performance of Sub-hubco's other obligations under the Construction Contract. the Authority and the Contractor shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Construction Contract necessary to reflect Clause 3.2.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date.

Grant of Consent. The Construction Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction Contractor's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco Project Co under the Construction Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco Project Co under the Construction Contract. The Construction Contractor shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 139.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 139.3 (Grant of Consent), the Construction Contractor withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 139.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 139.3.1 and 4.3.2139.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 139.1.1 or 4.1.2 139.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.1, hubco shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCE] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):.

Grant of Consent. The Construction Contractor Service Provider may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the Construction ContractorService Provider's satisfaction (acting reasonably) that: the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of hubco Project Co under the Construction Service Contract; and the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of hubco Project Co under the Construction Service Contract. The Construction Contractor Service Provider shall notify the Authority in writing, within [ [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under Clause 4.2 (Information for Consent to Novation), as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent). Consent Withheld withheld If, in accordance with Clause 4.3 (Grant of Consent), the Construction Contractor Service Provider withholds its consent to a Proposed Novation Notice, the Authority shall be entitled to give one or more subsequent Proposed Novation Notices, pursuant to the provisions of Clause 4.1 (Proposed Substitute), containing changed particulars relating to the same Proposed Substitute or particulars relating to another Proposed Substitute which (where the replacement Proposed Substitute is not the Authority) the Authority has good cause to believe would fulfil the requirements of Clauses 4.3.1 and 4.3.2, provided that only one Proposed Novation Notice may be outstanding at any one time, and provided further that: where a Step-in-Notice has not been issued, any revised Proposed Novation Date shall be a date falling no later than the date specified in Clause 4.1.1 or 4.1.2 as appropriate; and if the Proposed Novation Notice was served during the Step-in Period, any revised Proposed Novation Date shall be a date falling not later than [ [twenty-eight (28)] Business Days after the date of the revised Proposed Novation Notice. Implementation of Novation If the Construction Contractor Service Provider consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to Clause 5.15.1 (Rights of Termination): following notification pursuant to Clause 4.1 (Proposed Substitute) and in the absence of any prior release in accordance with Clause 3.2.4, hubco the Security Trustee shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and Project Co shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with Clause [INSERT PCG REFERENCEinsert reference] of the same, and on the Proposed Novation Date and without prejudice to Clause 5.1 (Rights of Termination):). Subject to the prior performance by the Security Trustee and Project Co of their respective obligations under Clause 4.5.1(a) and Clause 4.5.1(b) the Proposed Substitute shall become a party to the Service Contract in place of Project Co and, thereafter, shall be treated as if it was and had always been named as a party to the Service Contract in place of Project Co; and the Service Provider, Project Co and the Proposed Substitute shall enter into a novation agreement (the "Novation Agreement") and any other requisite agreements, in form and substance satisfactory to the Service Provider (acting reasonably), pursuant to which: the Proposed Substitute shall be granted all of the rights of Project Co under the Service Contract (including those arising prior to the end of the Step-in Period); subject to the Service Provider giving to the Proposed Substitute within [three (3)] Business Days of receipt of the Proposed Novation Notice such notice as is referred to in Clause 1.1.1 and to the provisions of Clauses 1.1.2 and 3.2.2, mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of Project Co under the Service Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice); provided that the Service Provider will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements. On and after the Novation Effective Date: the Service Provider shall owe its obligations under the Service Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and if the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that: all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of Project Co under the Service Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Service Provider to monitor the performance of Project Co's other obligations under the Service Contract. the Authority and the Service Provider shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Service Contract necessary to reflect Clause 1.1.2 and the fact that the Design Build Finance and Maintain Agreement may have terminated at the time of the Novation Effective Date.