"Appointed Representative"

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

"Board Direct Agreements"

means [          ]

"Board Project Documents"

means the Project Agreement and all other documents to which the Board and Project Co are parties pursuant to the Project Agreement

"Collateral Agreements"

means [          ];

"Collateral Agreement Counterparty"

means one of the parties to the Collateral Agreements (other than the Board 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 Project Agreement] (inclusive) of a Project Co Event of Default

"Final Payment Date"

means [     ]

"Project Agreement"

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

"Project Co Event of Default"

shall have the meaning given to it in the Project Agreement8

"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 Board (such approval not to be unreasonably withheld or delayed)

"Required Period"

means subject to paragraph 4 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)  following the Payment Commencement Date, ending sixty (60) Business Days later9

"Security Documents"

[list the security documents forming part of the Senior Funders Agreements]

"Senior Debt Discharge Date"

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

"Senior Funders"

means [insert details if not included in Project Agreement]

"Step-In Date"

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

"Step-In Notice"

means the notice given by Project Co to the Board pursuant to paragraph 6 (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 9 (Novation);

(c)  the date of any termination for breach under paragraph 7 (Step-In Period); and

(d)  the date of expiry of the Project 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 Board pursuant to paragraph 8 (Step Out)

"Suitable Substitute Contractor"

means a person approved by the Board (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 Board Project Documents;

(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 Board Project Documents; and

(c)  having constitutional documents and a corporate structure that incorporate provisions substantially the same as, and which give effect to, the NPD Mandatory Provisions

"Termination Notice"

means a notice given by the Board to the Agent under paragraph 3.2 (No Termination without Notice)

"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 Board 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 Project Agreement