8  Novation

8.1  Subject to clause 8.2, at any time:

(a)  during which an Event of Default is subsisting; or

(b)  during the Step–In Period,

the Facility Agent may, on at least twenty (20) Business Days prior written notice to the Authority and any Appointed Representative, procure the transfer of the Service Provider's rights and liabilities under the Project Documents to a Suitable Substitute Contractor.

8.2  The Authority shall notify the Facility Agent as to whether any person to whom the Facility Agent proposes to transfer the Service Provider's rights and liabilities under the Project Documents is a Suitable Substitute Contractor, on or before the date falling twenty (20) Business Days after the date of receipt of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor.

8.3  The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor.

8.4  On any transfer referred to in clause 8.1 becoming effective:

(a)  the Service Provider and the Appointed Representative shall be released from any obligations arising under or in connection with this Agreement and the Project Documents from that date and the new contractor shall become liable for obligations arising on or after that date;

(b)  any Milestone Default Termination Points, Service Provider Termination Points, Adjustments and/or Final Warning Notices incurred under the Contract shall, for the purposes of termination of the Contract only, and without prejudice to the rights of the Authority to make financial deductions, be cancelled;

(c)  any then subsisting ground for termination of the Contract by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; and

(d)  the Authority shall enter into a direct agreement with the facility agent and the security trustee of the finance parties providing senior debt financing to the new contractor on substantially the same terms as this Agreement.