6. STEP-IN PERIOD

Required Drafting

6.1. Without prejudice to paragraph 3 (Notice of Termination and Existing Liabilities) but subject to paragraph 6.2, the Authority shall not terminate the Contract during the Step-In Period on grounds:

6.1.1. that the Facility Agent or the Security Trustee has taken any action referred to in paragraph 5 (Representative) or enforced any Security Document; or

6.1.2. arising on or prior to the Step-In Date of which the Authority is aware (having made reasonable enquiry and whether or not continuing at the Step-In Date); or

6.1.3. arising solely in relation to the Contractor,

unless, in the case of paragraph 6.1.2 above:

(a) the grounds arose prior to the final Services Commencement Date and construction is not completed on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Contract for non-completion; or

(b) the grounds arose after the final Services Commencement Date and neither the Appointed Representative nor the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Contract that:

(i) arose prior to the Step-In Date; and

(ii) is continuing (and capable of remedy); and

(iii) would have entitled the Authority to terminate the Contract.

6.2. The Authority shall be entitled to terminate the Contract by written notice to the Contractor and the Appointed Representative:

6.2.1. if permitted by paragraph 6.1;

6.2.2. 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;

6.2.3. 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;

6.2.4. 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:

(a) 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

(b) the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and

6.2.5. on grounds arising after the Step-In Date in accordance with the terms of the Contract provided that, subject to paragraph 7 (Step-Out), for the purposes only of termination under the Contract (and without prejudice to the rights of the Authority to make deductions and/or adjustments pursuant to the Payment Mechanism):

(a) Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account during the Step-In Period but shall be taken into account after the Step-Out Date;

(b) [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]183

6.3. The Authority shall deal with the Appointed Representative and not the Contractor during the Step-In Period.

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183 Where the payment mechanism includes a Ratchet Mechanism, this drafting can be included