6  Step-In Period

6.1  Without prejudice to clause 3 (Notice of Termination and Existing Liabilities) but subject to clause 6.2, the Authority shall not terminate the Project Agreement during the Step–In Period on grounds:

(a)  that the Facility Agent or the Security Trustee has taken any action referred to in clause 5 (Representative) or enforced any Security Document; or

(b)  arising on or prior to the Step–In Date of which the Authority is aware (having made reasonable enquiry and whether or not continuing at the Step–In Date); or

(c)  arising solely in relation to the Contractor,

unless, in the case of clause 6.1(b) above:

(i)  the grounds arose prior to the final Services Availability Date and construction is not completed on or before the date falling twelve (12) months after the date on which the Authority would have been entitled to terminate the Project Agreement for non-completion; or

(ii)  the grounds arose after the final Services Availability Date and neither the Appointed Representative nor the Contractor is using all reasonable endeavours (including implementation of any remedial programme) to remedy any breach of the Project Agreement that:

(A)  arose prior to the Step–In Date; and

(B)  is continuing (and capable of remedy); and

(C)  would have entitled the Authority to terminate the Project Agreement.

6.2  The Authority shall be entitled to terminate the Project Agreement by written notice to the Contractor and the Appointed Representative:

(a)  if permitted by clause 6.1;

(b)  if any amount referred to in clause 3.1.2(a) (Notice of Termination and Existing Liabilities) has not been paid to the Authority on or before the Step–In Date;

(c)  if any amount referred to in clause 3.1.2(b) (Notice of Termination and Existing Liabilities) has not been paid on or before the last day of the Required Period;

(d)  if amounts, of which the Authority was not aware (having made reasonable enquiry) at the time of the Termination Notice or the Event of Default, subsequently become payable and are not discharged on or before the later of:

(i)  the date falling twenty (20) Business Days after the date on which the liability for these amounts falls due; and

(ii)  the last day of the Required Period; or

(iii)  on grounds arising after the Step–In Date in accordance with the terms of the Project Agreement provided that, subject to clause 7.3 (Step-Out), for the purposes only of termination under the Project Agreement (and without prejudice to the rights of the Authority to make Deductions pursuant to the Payment Mechanism) Deductions, Warning Notices and Final Warning Notices that arose prior to the Step-In Date shall not be taken into account during the Step-In Period but shall be taken into account after the Step-Out Date.

6.3  The Authority shall deal with the Appointed Representative and not the Contractor during the Step–In Period.