4.5  Implementation of Novation

If the Construction Contractor consents to a novation pursuant to a Proposed Novation Notice (whether automatically or otherwise), then on the Proposed Novation Date and without prejudice to clause 5.1 (Rights of Termination) the following provisions shall apply:

(a)  following such notification and in the absence of any prior release in accordance with clause 3.2(e), the Senior Funder shall, on or before the Proposed Novation Date, take any action which is necessary unconditionally and irrevocably to release the Construction Contract and the Parent Company Guarantee from the security constituted by the Security Documents;

(b)  upon release of the Parent Company Guarantee in accordance with clause 4.5(a), the Service Provider shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with clause 8 of the same;

(c)  subject to the prior performance by the Senior Funder and the Service Provider of their respective obligations under clauses 4.5(a) and 4.5(a) the Proposed Substitute shall become a party to the Construction Contract in place of the Service Provider and, thereafter, shall be treated as if it was and had always been named as a party to the Construction Contract in place of the Service Provider; and

(d)  the Construction Contractor, the Service Provider and the Proposed Substitute shall enter into a novation agreement (the Novation Agreement) and any other requisite agreements, in form and substance satisfactory to the Construction Contractor (acting reasonably), pursuant to which:

(iii)  the Proposed Substitute shall be granted all of the rights of the Service Provider under the Construction Contract (including those arising prior to the end of the Step-in Period);

(iv)  subject to the Construction Contractor giving to the Proposed Substitute within three (3) Business Days of receipt of the Proposed Novation Notice such notice as is referred to in clause 3.2(a) and to the provisions of clauses 3.2(b) and 3.2(c), mutatis mutandis, the Proposed Substitute shall assume all of the obligations and liabilities of the Service Provider under the Construction Contract (including those arising prior to the end of any Step-in Period and those arising during the period of the Proposed Novation Notice);

provided that the Construction Contractor will not be in breach of any of its obligations under this Agreement if the Proposed Substitute does not enter into one or other of such agreements.