9.1 Subject to paragraph 9.2, at any time:
9.1.1 after an Enforcement Event has occurred; or
9.1.2 during the Step-In Period,
the Agent may, subject to paragraph 9.2, on not less than twenty (20) Business Days' prior notice to the Board and any Appointed Representative, procure the transfer of Project Co's rights and liabilities under the Board Project Documents to a Suitable Substitute Contractor in accordance with the provisions of paragraph 9.4.
9.2 The Board shall notify the Agent as to whether any person to whom the Agent proposes to transfer Project Co's rights and liabilities under the Board 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 Board to decide whether the proposed transferee is a Suitable Substitute Contractor.
9.3 The Board 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 Board to withhold its consent if there are unremedied breaches under the Board Project Documents and there is no rectification plan reasonably acceptable to the Board in respect of the breaches.
9.4 Upon the transfer referred to in paragraph 9.1 becoming effective:
9.4.1 Project Co and the Board will be released from their obligations under the Board Project Documents to each other (the "discharged obligations");
9.4.2 the Suitable Substitute Contractor and the Board 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;
9.4.3 the rights of Project Co against the Board under the Board Project Documents and vice versa (the "discharged rights") will be cancelled;
9.4.4 the Suitable Substitute Contractor and the Board 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;
9.4.5 any then subsisting ground for termination of the Project Agreement by the Board shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked;
9.4.6 the Board 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
9.4.7 any Service Failure Points and/or Warning Notices that arose pursuant to Part 18 of the Schedule (Payment Mechanism) [or due to [unavailability]] prior to that time shall, without prejudice to the rights of the Board to make financial deductions, not be taken into account in determining whether a Project Co Event of Default has occurred.