4.3  Grant of Consent

The FM Contractor may withhold or delay consent to a novation only where the Proposed Substitute is not the Authority and the Authority has failed to show to the FM Contractor's satisfaction (acting reasonably) that:

(a)  the Proposed Substitute has the legal capacity, power and authorisation to become a party to and perform the obligations of the Service Provider under the Services Contract; and

(b)  the technical competence and financial standing of and the technical and financial resources available to the Proposed Substitute are sufficient to perform the obligations of the Service Provider under the Services Contract.

The FM Contractor shall notify the Authority in writing, within [five (5)] Business Days of the later of receipt of a Proposed Novation Notice and all information required under clause 4.2, as to whether or not it has decided to grant such consent (together with an explanation of its reasons if it has decided to withhold its consent) and, at the same time, provide a copy of the same to the Senior Funder.