(a) Subject to Clause 8 (b), at any time:
(i) during which an Event of Default37 is subsisting; or
(ii) during the Step-In Period,
the Agent may, on [30] days' prior written notice to the Authority and any Appointed Representative, procure the transfer of the Contractor's rights and liabilities under the Contract to a Suitable Substitute Contractor.
(b) The Authority shall notify the Agent as to whether any person to whom the Agent proposes to transfer the Contractor's rights and liabilities under the Contract is a Suitable Substitute Contractor, on or before the date falling [30] days after the date of receipt of all information reasonably required by the Authority to decide whether the proposed transferee is a Suitable Substitute Contractor.38
(c) The Authority shall not unreasonably withhold or delay its decision on whether the proposed transferee is a Suitable Substitute Contractor.39
(d) On any transfer referred to in Clause 8(a) becoming effective:
(i) the Contractor and the Appointed Representative shall be released from any obligations arising under or in connection with the Contract40from that date and the new Contractor shall become liable for obligations arising on or after that date;
(ii) any accrued [availability/unavailability, performance points, warning notices] incurred and/or ratchets subsisting under the Contract shall, for the purposes of termination only, and without prejudice to the rights of the Authority to make financial deductions, be cancelled or disregarded;
(iii) any then subsisting ground for termination of the Contract by the Authority shall be deemed to have no effect and any subsisting Termination Notice shall be automatically revoked; and
(iv) the Authority shall enter into a direct agreement with the Senior Lenders lending to the new Contractor on substantially the same terms as this Agreement.
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37 See footnote 25 above. The same point applies here.
38 The Authority would be reasonable in withholding its consent if there are outstanding unremedied breaches with no proposed remedial programme.
39 At the time of any proposed novation, the Authority should ensure that it is a condition of the novation that any unpaid amounts owed to it by the Contractor (e.g. amounts claimed under the indemnity provision) are satisfied in full.
40 The parties may wish to include in this sub-clause any other documents which the Authority and the outgoing Contractor are a party to.