"Appointed Representative"

means a Representative that has been notified to the Authority pursuant to a Step-In Notice;

"Authority Direct Agreements"

means [         ];

"Authority Project Documents"

means the Design Build Finance and Maintain Agreement and all other documents to which the Authority and Project Co are parties pursuant to the Design Build Finance and Maintain Agreement;

"Collateral Agreements"

means [         ];

"Collateral Agreement Counterparty"

means one of the parties to the Collateral Agreements (other than the Authority or Project Co);

"Enforcement Event"

means [        ];

"Event of Default"

shall have the meaning given to it in the Credit Agreement;

"Event of Insolvency"

means [incorporate appropriate cross references from Design Build Finance and Maintain Agreement] (inclusive) of a Project Co Event of Default;

"Final Payment Date"

means [         ];

"Design Build Finance and Maintain Agreement"  

means an agreement dated [             ] between Project Co and the Authority relating to the [             ];

"Project Co Event of Default"

shall have the meaning given to it in the Design Build Finance and Maintain Agreement;3

"Representative"

means:

(a)  the Agent, any Senior Funder and/or any of their Affiliates;

(b)  an administrator, administrative receiver, receiver or receiver and manager of Project Co appointed under the Security Documents;

(c)  a person directly or indirectly owned or controlled by the Agent and/or any Senior Funders; or

(d)  any other person approved by the Authority (such approval not to be unreasonably withheld or delayed);

"Required Period"

means subject to paragraph 4 (No Liquid Market) the period starting on the date of a Termination Notice and:

(a)  prior to the Payment Commencement Date, ending eighty (80) Business Days later; and

(b)  on or following the Payment Commencement Date, ending sixty (60) Business Days later;4 

"Security Documents"

[list the security documents forming part of the Senior Funding Agreements];

"Senior Debt Discharge Date"

means the date on which all amounts owing by the Contractor to the Senior Funders under the Senior Funding Agreements have been irrevocably paid in full;

"Senior Funders"

means [insert details if not included in Design Build Finance and Maintain Agreement];

"Step-In Date"

means the date on which the Agent gives the Authority a Step-In Notice;

"Step-In Notice"

means the notice given by Project Co to the Authority pursuant to paragraph 5 (Representative) stating that the Agent is exercising the step-in rights under this Agreement and identifying the Appointed Representative;

"Step-In Period"

means the period from the Step-In Date up to and including the earlier of:

(a)  the Step-Out Date; 

(b)  the date of any transfer under paragraph 8 (Novation);

(c)  the date of any termination for breach under paragraph 6 (Step-In Period); and 

(d)  the date of expiry of the Design Build Finance and Maintain Agreement; 

"Step-Out Date"

means the date falling twenty (20) Business Days after the date of a Step-Out Notice;

"Step-Out Notice"

means a notice from the Agent or Appointed Representative to the Authority pursuant to paragraph 7 (Step-Out);

"Suitable Substitute Contractor"

means a person approved by the Authority (such approval not to be unreasonably withheld or delayed) as:

(a)  having the legal capacity, power and authority to become a party to and perform the obligations of Project Co under the Authority Project Documents; and

(b)  employing persons having the appropriate qualifications, experience and technical competence and having the resources available to it (including committed financial resources and sub-contracts) which are sufficient to enable it to perform the obligations of Project Co under the Authority Project Documents;

"Termination Notice"

means a notice given by the Authority to the Agent under paragraph 3.2;

"Unrestricted Assets"

means those [Assets], excluding any revenues or cash balances or claims outstanding at the date of transfer under any Sub-Contract, which are required by the Authority or its nominee or any replacement of Project Co for the purposes of the construction, operation or maintenance of the Facilities following termination, assuming such construction, operation or maintenance is carried out on terms substantially the same as the terms of the Design Build Finance and Maintain Agreement.