Common use of IN PERIOD Clause in Contracts

IN PERIOD. Notwithstanding paragraph 113 (No Termination Without Notice) above, 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 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; 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 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 which: arose prior to the Step-In Date; and is continuing (and capable of remedy); and 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 STEP-OUT The Appointed Representative may at any time during the Step-In Period deliver to the Authority a Step-Out Notice which shall specify the Step-Out Date. On expiry of the Step-In Period: the Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Authority Project Documents arising prior to the end of the Step-In Period and rights of the Appointed Representative against the Authority will be cancelled;9 and the Authority shall no longer deal with the Appointed Representative and shall deal with Project Co in connection with the Authority Project Documents. Project Co shall continue to be bound by the terms of the Design Build Finance and Maintain Agreement, notwithstanding the occurrence of 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. NOVATION Subject to paragraph 118.2, at any time: after an Enforcement Event has occurred; or during the Step-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 a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the 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 Authority in respect of the breaches. Upon the transfer referred to 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 the Authority Project Documents and vice versa (the "discharged rights") 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 termination of the Design 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, without prejudice to the rights of the Authority to make financial deductions, not be taken into account in determining whether a Project Co Event of Default has occurred.

IN PERIOD. Notwithstanding Without prejudice to paragraph 113 3 (No Notice of Termination Without Noticeand Existing Liabilities) abovebut subject to paragraph 6.2, 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 Design Build Finance and Maintain Agreement Contract during the Step-–In Period on grounds: that the Facility Agent or the Security Trustee has served a Step-In Notice 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 was is aware (having made proper enquiry) reasonable enquiry and whether or not continuing at the Step-–In Date 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 Actual Completion Date, final Services Commencement Date and the Actual Completion Date does construction is not occur completed on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Design Build Finance and Maintain Agreement Contract for non-completion of the Works under Clause 40.1.2 (Long stop) of the Design Build Finance and Maintain Agreementcompletion; or the grounds arose after the Actual Completion Date, final Services Commencement Date and neither the Appointed Representative nor Project Co the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Design Build Finance and Maintain Agreement whichContract that: arose prior to the Step-–In Date; and is continuing (and capable of remedy); and would have entitled the Authority to terminate the Design Build Finance Contract. The Authority shall be entitled to terminate the Contract by written notice to the Contractor and Maintain Agreementthe 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 grounds Step–In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (whenever they first arose) did not give rise Step-Out), for the purposes only of termination under the Contract (and without prejudice to any right the rights of the Authority to terminate until after 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 Notice; or arising solely in relation to Project Co STEP-OUT The Appointed Representative may at any time Date shall not be taken into account during the Step-In Period deliver to the Authority a Step-Out Notice which but shall specify 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]. On 180 The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period. STEP–OUT 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 Appointed Representative will “Step Out Date”), be released from all of its obligations and liabilities to the Authority under the Authority Project Ancillary Documents arising prior to the end of Step Out Date and the Step-In Period and rights of the Appointed Representative against the Authority will shall be cancelled;9 and the Authority shall no longer deal with the Appointed Representative and shall deal with Project Co in connection with the Authority Project Documentscancelled. Project Co The Contractor shall continue to be bound by the terms of the Design Build Finance and Maintain AgreementAncillary Documents, notwithstanding the occurrence of a the Step-In Notice, a Step-In Period, a –Out Date. If following the Step-Out Notice, Step-Out Date, any action by Date the Agent or Appointed Representative or Authority is satisfied (acting reasonably) that the Senior Funders and/or any provision of this Agreement. NOVATION Subject to paragraph 118.2, at any time: after an Enforcement Event has occurred; or during the Step-In Period, the Agent may, subject to paragraph 118.2, on not less than twenty (20) Business Days' prior notice circumstances giving rise to the Authority and any Appointed Facility Agent electing to exercise its rights under paragraph 5 (Representative) have been remedied in full, 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 a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the 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 then 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 Authority in respect purposes of the breaches. Upon the transfer referred to 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 the Authority Project Documents and vice versa (the "discharged rights") 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 termination of the Design Build Finance Contract only, 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, without prejudice to the rights of the Authority to make financial deductions/adjustments pursuant to the Payment Mechanism, not any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall be taken into account in determining whether immediately cancelled, provided that where, during the Step-In Period, the Contractor has substituted or replaced the defaulting Operating Sub-Contractor, or a Project Co Event defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of Default has occurredthe 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. Notwithstanding paragraph 113 3 (No Termination Without Notice) above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in paragraph 113.2.2.1(a3.2.2(a) above has not been paid to the Authority on or before the Step-In Date; or any amount referred to in paragraph 113.2.2.1(b3.2.2(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 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 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; 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 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 whichthat: 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 STEP-OUT The Appointed Representative may at any time during the Step-In Period deliver to the Authority a Step-Out Notice which shall specify the Step-Out Date. On expiry of the Step-In Period: the Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Authority Project Documents arising prior to the end of the Step-In Period and rights of the Appointed Representative against the Authority will be cancelled;9 and the Authority shall no longer deal with the Appointed Representative and shall deal with Project Co in connection with the Authority Project Documents. Project Co shall continue to be bound by the terms of the Design Build Finance and Maintain Agreement, notwithstanding the occurrence of 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. NOVATION Subject to paragraph 118.28.2, at any time: after an Enforcement Event has occurred; or during the Step-In Period, the Agent may, subject to paragraph 118.28.2, 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 118.48.4. 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 a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the 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 Authority in respect of the breaches. Upon the transfer referred to in paragraph 118.1 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 the Authority Project Documents and vice versa (the "discharged rights") 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 termination of the Design 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, without prejudice to the rights of the Authority to make financial deductions, not be taken into account in determining whether a Project Co Event of Default has occurred.

IN PERIOD. Notwithstanding paragraph 113 3 (No Termination Without Notice) above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in paragraph 113.2.2.1(a3.2.2(a) above has not been paid to the Authority on or before the Step-In Date; or any amount referred to in paragraph 113.2.2.1(b3.2.2(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 Project Co 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 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; 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 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 Sub-hubco is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Design 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 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 Sub-hubco STEP-OUT The Appointed Representative may at any time during the Step-In Period deliver to the Authority a Step-Out Notice which shall specify the Step-Out Date. On expiry of the Step-In Period: the Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Authority Project Documents arising prior to the end of the Step-In Period and rights of the Appointed Representative against the Authority will be cancelled;9 cancelled9; and the Authority shall no longer deal with the Appointed Representative and shall deal with Project Co Sub-hubco in connection with the Authority Project Documents. Project Co Sub-hubco shall continue to be bound by the terms of the Design Build Finance and Maintain Agreement, notwithstanding the occurrence of 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. NOVATION Subject to paragraph 118.28.2, at any time: after an Enforcement Event has occurred; or during the Step-In Period, the Agent may, subject to paragraph 118.28.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of Project CoSub-hubco's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 118.48.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer Project CoSub-hubco's rights and liabilities under the Authority Project Documents is a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the 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 Authority in respect of the breaches. Upon the transfer referred to in paragraph 118.1 8.1 becoming effective: Project Co 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 Project CoSub-hubco; the rights of Project Co Sub-hubco against the Authority under the Authority Project Documents and vice versa (the "discharged rights") 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 CoSub-hubco; any then subsisting ground for termination of the Design 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, without prejudice to the rights of the Authority to make financial deductions, not be taken into account in determining whether a Project Co Sub-hubco Event of Default has occurred.

IN PERIOD. Notwithstanding paragraph 113 clause 3 (No Termination Without Notice) above, the Authority may terminate the Design Build Finance and Maintain Agreement if: any amount referred to in paragraph 113.2.2.1(aclause 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 113.2.2.1(bclause 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 Project 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 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; 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 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 DBFM Co is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Design 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 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 DBFM Co STEP-OUT The Appointed Representative may at any time during the Step-In Period deliver to the Authority a Step-Out Notice which shall specify the Step-Out Date. On expiry of the Step-In Period: the Appointed Representative will be released from all of its obligations and liabilities to the Authority under the Authority Project Documents arising prior to the end of the Step-In Period and rights of the Appointed Representative against the Authority will be cancelled;9 cancelled;11 and the Authority shall no longer deal with the Appointed Representative and shall deal with Project DBFM Co in connection with the Authority Project Documents. Project DBFM Co shall continue to be bound by the terms of the Design Build Finance and Maintain Agreement, notwithstanding the occurrence of 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. NOVATION Subject to paragraph 118.2clause 8.2, at any time: after an Enforcement Event has occurred; or during the Step-In Period, the Agent may, subject to paragraph 118.2clause 8.2, on not less than twenty (20) Business Days' prior notice to the Authority and any Appointed Representative, procure the transfer of Project DBFM Co's rights and liabilities under the Authority Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 118.4clause 8.4. The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer Project DBFM Co's rights and liabilities under the Authority Project Documents is a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the 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 Authority in respect of the breaches. Upon the transfer referred to in paragraph 118.1 clause 8.1 becoming effective: Project 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 Project DBFM Co; the rights of Project DBFM Co against the Authority under the Authority Project Documents and vice versa (the "discharged rights") 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 DBFM Co; any then subsisting ground for termination of the Design 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, without prejudice to the rights of the Authority to make financial deductions, not be taken into account in determining whether a Project DBFM Co Event of Default has occurred.