10.  STEP-IN RIGHTS IN FAVOUR OF THE AUTHORITY

10.1.  The Subcontractor will not exercise or seek to exercise any right which may be or become available to it to terminate or treat as terminated or repudiated the Subcontract or its engagement under it or discontinue or suspend the performance of any duties or obligations thereunder without first giving to the Authority not less than [thirty (30)] days' prior written notice specifying the Subcontractor's ground for terminating or treating as terminated or repudiated the Subcontract or its engagement under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the Subcontract.  Within such period of notice:

10.1.1.  the Authority may give written notice to the Subcontractor that the Authority will thenceforth become the Contractor under the Subcontract to the exclusion of the Contractor and thereupon the Subcontractor will admit that the Authority is the Contractor under the Subcontract and the Subcontract will be and remain in full force and effect notwithstanding any of the said grounds;

10.1.2.  if the Authority has given such notice as aforesaid or under clause 10.3, the Authority shall accept liability for the Contractor's obligations under the Subcontract and will as soon as practicable thereafter remedy any outstanding breach by the previous client which properly has been included in the Subcontractor's specified grounds and which is capable of remedy by the Authority; and

10.1.3.  if the Authority has given such notice as aforesaid or under clause 10.3, the Authority will from the service of such notice become responsible for all sums properly payable to the Subcontractor under the Subcontract accruing due after the service of such notice but the Authority will in paying such sums be entitled to the same rights of set-off and deduction as would have applied to the previous client under the Subcontract.

10.2.  Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the Subcontractor, the Authority will not be under any obligation to the Subcontractor nor will the Subcontractor have any claim or cause of action against the Authority unless and until the Authority has given written notice to the Subcontractor pursuant to clause 10.1.1 or clause 10.3.

10.3.  The Subcontractor further covenants with the Authority that if the Contract is terminated by the Authority the Subcontractor, if requested by the Authority by notice in writing and subject to clause 10.1.2 and clause 10.1.3, will accept the instructions of the Authority to the exclusion of the Contractor in respect of its duties under the Subcontract upon the terms and conditions of the Subcontract and will if so requested in writing enter into a novation agreement whereby the Authority is substituted for the Contractor under the Subcontract.

10.4.  If two or more valid notices are received on the same day any notice served by the Lender(s) shall be deemed to have first priority.  Only the notice deemed to have first priority shall take effect and no other relevant notice will bind the Subcontractor.

10.5.  The Contractor acknowledges that the Subcontractor will be entitled to rely on a notice given to the Subcontractor by the Authority under clause 10.3 as conclusive evidence that the Contract has been terminated by the Authority.

10.6.  The Authority may by notice in writing to the Subcontractor appoint another person to exercise its rights under this clause 10 subject to the Authority remaining liable to the Subcontractor as guarantor for its appointee in respect of its obligations under this Deed.

10.7.  Upon request by the Authority the Subcontractor agrees to co-operate with the Authority in determining the duties performed or to be performed by the Subcontractor and to provide a copy of the Subcontract and any variations thereto and details of all monies paid and due under the Subcontract.