5  Step-In Rights In Favour Of The Authority

5.1  The FM Contractor will not exercise or seek to exercise any right which may be or becomes available to it to terminate or treat as terminated or repudiated the FM Agreement or its employment 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) Business Days prior written notice specifying the FM Contractor's ground for terminating or treating as terminated or repudiated the FM Agreement or its employment under it or discontinuing or suspending its performance thereof and stating the amount (if any) of monies outstanding under the FM Agreement.  Within such period of notice:

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

5.1.2  if the Authority has given such notice as aforesaid or under clause 5.3 below, the Authority shall accept liability for the Contractor's obligations under the FM Agreement and will as soon as practicable thereafter remedy any outstanding breach by the Contractor including for the avoidance of doubt any non-payment of sums due to the FM Contractor which properly has been included in the FM Contractor's specified grounds pursuant to clause 5.1 (and which has been notified to the Authority) and which is capable of remedy; and

5.1.3  if the Authority has given such notice as aforesaid or under clause 5.3 below, the Authority will from the service of such notice become responsible for all sums properly payable to the FM Contractor under the FM Agreement accruing due after the service of the FM Contractor's 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 Contractor under the FM Agreement.

5.2  Notwithstanding anything contained in this Deed and notwithstanding any payments which may be made by the Authority to the FM Contractor, the FM Contractor will not be under any duty to obey any direction or instruction from the Authority unless and until the Authority has given notice under clauses 5.1.1 and 5.3.

5.3  The FM Contractor further covenants with the Authority that if the Project Agreement is terminated by the Authority, the FM Contractor, if requested by the Authority, by notice in writing and subject to clause 5.1.2 and clause 5.1.3, will accept the instructions of the Authority to the exclusion of the Contractor in respect of the Services upon the terms and conditions of the FM Agreement and will if so requested in writing enter into a novation agreement whereby the Authority is substituted for the Contractor under the FM Agreement.

5.4  Where the FM Contractor has given rights in relation to the FM Agreement similar to those contained in this clause to the Lender then if both the Authority and the Lender serve notice under clause 5.1.1 or clause 5.3 or its equivalent the notice served by the Authority will not prevail over any notice served by the Lender but will prevail over any notice served by any other person.

5.5  The Contractor acknowledges that the FM Contractor will be entitled to rely on a notice given to the FM Contractor by the Authority under clause 5.3 as conclusive evidence that the Project Agreement has been terminated by the Authority.

5.6  The Authority may by notice in writing to the FM Contractor appoint another person to exercise its rights under this clause 5 subject to the Authority remaining liable to the FM Contractor as guarantor for its appointee in respect of its obligations under this Deed.