12  Step-In Rights In Favour Of The Authority

12.1  The Consultant 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 Appointment 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 [(30)] days' prior written notice specifying the Consultant's ground for terminating or treating as terminated or repudiated the Appointment or its engagement under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the Appointment.  Within such period of notice:

12.1.1  the Authority may give written notice to the Consultant that the Authority will thenceforth become the Building Contractor under the Appointment to the exclusion of the Building Contractor and thereupon the Consultant will admit that the Authority is the Building Contractor under the Appointment and the Appointment will be and remain in full force and effect notwithstanding any of the said grounds;

12.1.2  if the Authority has given such notice as aforesaid or under clause 12.3 below, the Authority shall accept liability for the Building Contractor's obligations under the Appointment and will as soon as practicable thereafter remedy any outstanding breach by the previous client [which properly has been included in the Consultant's specified grounds and which is capable of remedy by the Authority; and

12.1.3  if the Authority has given such notice as aforesaid or under clause 12.3 below, the Authority will from the service of such notice become responsible for all sums properly payable to the Consultant under the Appointment 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 Appointment.

12.2  Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the Consultant, the Authority will not be under any obligation to the Consultant nor will the Consultant have any claim or cause of action against the Authority unless and until the Authority has given written notice to the Consultant pursuant to clause 12.1.1 or clause 12.3 of this Deed.

12.3  The Consultant further covenants with the Authority that if the Project Agreement is terminated by the Authority the Consultant, if requested by the Authority by notice in writing and subject to clause 12.1.2 and clause 12.1.3, will accept the instructions of the Authority to the exclusion of the Building Contractor in respect of its duties under the Appointment upon the terms and conditions of the Appointment and will if so requested in writing enter into a novation agreement whereby the Authority is substituted for the Building Contractor under the Appointment.

12.4  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 Consultant.

12.5  The Building Contractor acknowledges that the Consultant will be entitled to rely on a notice given to the Consultant by the Authority under clause 12.3 as conclusive evidence that the Project Agreement has been terminated by the Authority.

12.6  The Authority may by notice in writing to the Consultant appoint another person to exercise its rights under this clause 12 subject to the Authority remaining liable to the Consultant as guarantor for its appointee in respect of its obligations under this Deed.