4.5  Implementation of Novation

(a)  If the Services 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:

(i)  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 Services Contract and the Parent Company Guarantee from the security constituted by the Security Documents; and

(ii)  upon release of the Parent Company Guarantee in accordance with clause 4.5(a)(i), 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;

and on the Proposed Novation Date and without prejudice to clause 5.1:

(b)  

(i)  subject to the prior performance by the Senior Funder and the Service Provider of their respective obligations under clause 4.5(a)(i) and 4.5(a)(ii) the Proposed Substitute shall become a party to the Services 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 Services Contract in place of the Service Provider; and

(ii)  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 Services Contractor (acting reasonably), pursuant to which:

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

(B)  subject to the Services 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 Services 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 Services 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.

(c)  On and after the Novation Effective Date:

(i)  the Services Contractor shall owe its obligations under the Services Contract (whether arising before, on or after such date) to the Proposed Substitute and the receipt, acknowledgement or acquiescence of the Proposed Substitute shall be a good discharge; and

(ii)  If the Authority shall have entered into a Step-in Undertaking, the Authority will be released from the Step-in Undertaking, provided that:

(A)  all obligations of the Authority under the Step-in Undertaking which have accrued up to the Novation Effective Date and are identifiable as at that date shall have been fully and unconditionally discharged; and

(B)  the Authority has performed and discharged in full or procured the performance and discharge in full of the obligations of the Service Provider under the Services Contract in relation to the maintenance of records and the provision of reports during the Step-in Period up to the Novation Effective Date so as to permit the Services Contractor to monitor the performance of the Service Provider's other obligations under the Services Contract.

(d)  the Authority and the Services Contractor shall use all reasonable endeavours to agree and the Authority shall use reasonable endeavours to procure that the Proposed Substitute agrees any amendments to the Services Contract necessary to reflect clause 3.2(b) and the fact that the Project Agreement may have terminated at the time of the Novation Effective Date.