3.2  Notice of Obligations and Step-in Undertaking

(a)  Within [three (3)] Business Days of receipt of any Step-in Notice, the Services Contractor shall give written notice to the Authority of any sums of which the Services Contractor has actual knowledge which are due and payable but unpaid by the Service Provider and of any other material obligations or liabilities, of which the Services Contractor has actual knowledge, which should have been performed or discharged by the Service Provider under the Services Contract, in each case, as at the date of the Step-in Notice.

(b)  The Services Contractor shall inform the Authority in writing as soon as reasonably practicable of:

(i)  any change in such sums, obligations or liabilities referred to in clause 3.2(a); and

(ii)  any further sums, obligations or liabilities thereafter falling due and payable but unpaid or falling due for performance or discharge and unperformed or undischarged (as the case may be);

in each case of which the Services Contractor has actual knowledge, before the Step-in Date.

(c)  The Services Contractor shall give the Authority the information referred to in clauses 3.2(a) and 3.2(b) in good faith and may not give any further notifications pursuant to clause 3.2(b) less than [two (2)] Business Days prior to the Proposed Step-in Date.  The Authority shall not be required to assume any liability under a Step-in Undertaking for any outstanding obligations or liabilities of the Service Provider to the Services Contractor which are not notified to the Authority pursuant to clauses 3.2(a) or 3.2(b).

(d)  Not later than the Proposed Step-in Date the Authority shall decide if it is prepared to issue a Step-in Undertaking. If it does so decide, the Authority shall promptly give the Services Contractor written notification of such decision and, at the same time, provide a copy of such notification to the Senior Funder.  Subject to the prior performance by the Senior Funder of its obligations under clause 3.2(e), the Authority shall deliver to the Services Contractor on the Proposed Step-in Date, a written undertaking in form and substance agreed with the Services Contractor (both the Authority and the Services Contractor acting reasonably) (the Step in Undertaking), incorporating a clause in terms similar to clause 11 (but only to the extent that there will not be double counting of default interest accruing under the Services Contract and this Agreement), and undertaking to the Services Contractor:

(i)  to pay or procure the payment to the Services Contractor, within [fifteen (15)] Business Days of demand by the Services Contractor, of any sum due and payable but unpaid by the Service Provider to the Services Contractor under the Services Contract before the Step-in Date and which has been notified by the Services Contractor to the Authority in accordance with clause 3.2(a) or 3.2(b);

(ii)  to perform or discharge or procure the performance or discharge of any unperformed or undischarged obligations of the Service Provider under the Services Contract which shall have fallen due for performance or discharge before the Step-in Date and which have been notified by the Services Contractor to the Authority in accordance with clause 3.2(a) or 3.2(b) within such period as the Services Contractor may reasonably require;

(iii)  to pay or procure the payment of any sum due and payable by the Service Provider under the Services Contract as a result of any act or omission occurring during the Step-in Period which shall arise from any act or omission occurring after the Step-in Date (but subject to clauses 3.4 and 4.5(c)(ii)) but not, to avoid doubt, any sum due in respect of any Services provided before the Step-in Date; and

(iv)  to perform or discharge or procure the performance or discharge of any obligations of the Service Provider under the Services Contract as a result of any act or omission occurring during the Step-in Period which shall arise from any act or omission occurring after the Step-in Date (but subject to clauses 3.4 and 4.5(c)(ii)) but not, to avoid doubt, to perform or discharge or to procure the performance or discharge of any obligations in respect of any Services provided before the Step-in Date.

(e)  Following notification of the Authority's decision pursuant to clause 3.2(d), the Senior Funder shall, on or before the Proposed Step-in Date, take any action which is necessary unconditionally and irrevocably to release the Services Contract and the Parent Company Guarantee from the security constituted by the Security Documents.

(f)  Upon release of the Parent Company Guarantee in accordance with clause 3.2(e), the Service Provider shall immediately assign all its rights and powers under the Parent Company Guarantee to the Authority in accordance with clause [♦] of the same.

(g)  If the Authority shall not have issued the Step-in Undertaking on or before the Proposed Step-in Date the Step-in Notice shall be deemed to have been withdrawn and the rights and obligations of the parties shall be construed as if the Step-in Notice had not been given.