39.2.  Service Provider Undertakings

The Service Provider undertakes with the Authority that for so long as this Agreement remains in full force:

39.2.1.  it will give the Authority notice of all litigation, arbitration, administrative or adjudication or mediation proceedings before or of any court, arbitrator or Relevant Authority which would adversely affect, to an extent which is material in the context of the Project, the Service Provider's ability to perform its obligations under this Agreement; such notice shall be given as soon as the Service Provider becomes aware that the proceedings may be threatened or pending and immediately after they are commenced;

39.2.2.  it will not without the prior written consent of the Authority (and whether by a single transaction or by a series of transactions whether related or not) sell, transfer, lend or otherwise dispose of (other than by way of security) the whole or any part of its business or assets which would materially affect the ability of the Service Provider to perform its obligations under this Agreement;

39.2.3.  it will not cease to be resident in the United Kingdom or transfer in whole or in part its undertaking, business or trade outside the United Kingdom; and

39.2.4.  it will not undertake the performance of its obligations under this Agreement for the provision of the Services otherwise than through itself or a Sub-Contractor and then only in accordance with the requirements of clause 45 (Assignment and Sub-Contracting).