7.  STEP-OUT

Required Drafting

7.1.  The Appointed Representative will, on the earlier of:

7.1.1.  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

7.1.2.  the expiry of the Step-In Period;

(such date being the "Step Out Date"), be released from all of its obligations and liabilities to the Authority under the Ancillary Documents arising prior to the Step Out Date and the rights of the Appointed Representative against the Authority shall be cancelled.

7.1.3.  The Contractor shall continue to be bound by the terms of the Ancillary Documents, notwithstanding the occurrence of the Step-Out Date.

7.1.4.  If following the Step-Out Date the Authority is satisfied (acting reasonably) that the circumstances giving rise to the Facility Agent electing to exercise its rights under paragraph 5 (Representative) have been remedied in full, then for the purposes of termination of the Contract only, and without prejudice to the rights of the Authority to make deductions/adjustments pursuant to the Payment Mechanism, any Non-Acceptance Deductions, Mileage Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall be immediately cancelled, provided that where, during the Step-In Period, the Contractor has substituted or replaced the defaulting Operating Sub-Contractor, or a defaulting sub-contractor to the Operating Sub-Contractor, and has elected to exercise its rights under Clauses 80.2 and 80.4.1 of the 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.