15.1 The DFE may, in circumstances where a final notice has been served on relevant parties terminating the [Supplemental] Funding Agreement (in accordance with the terms of the [Supplemental] Funding Agreement), propose to the Authority a Suitable Substitute to undertake the obligations and rights of the Academy under this Agreement, the [Development and] School Agreement [and the Lease] and, if proposed, the DFE shall provide the Authority with all information relating to such proposed Suitable Substitute as the Authority may reasonably require to determine whether the Suitable Substitute is able to comply with the obligations it is proposed to undertake.
15.2 The Authority shall within a reasonable period from receipt of all information provided in accordance with clause 15.1, notify the DFE whether it approves of such proposed Suitable Substitute (such approval not to be unreasonably withheld or delayed) (hereafter referred to as the "Approved Suitable Substitute". If the Authority does not approve the proposed Suitable Substitute, either the Authority's decision shall be referred to the Dispute Resolution Procedure or the DFE may propose an alternative Suitable Substitute and clause 15.1 and 15.2 shall apply in respect of such alternative Suitable Substitute.
15.3 Where the Authority notifies the DFE of the Approved Suitable Substitute pursuant to clause 15.2, the parties shall undertake all necessary steps to cooperate to:
15.3.1 (if not already terminated) terminate the [Supplemental] Funding Agreement, and ensure that the Approved Suitable Substitute is offered funding on reasonably acceptable terms from the DFE for the operation of an academy at the Site;
15.3.2 novate this Agreement and the [Development and] School Agreement to the Approved Suitable Substitute;
15.3.3 [assign the Lease to the Approved Suitable Substitute as tenant pursuant to the terms of such Lease;]
15.3.4 not prevent or frustrate the novation or assignment of any rights and/or liabilities to the Approved Suitable Substitute as envisaged by this clause 15.
15.4 Any transfer, novation and/or assignment pursuant to clause 15.3 shall become effective by a novation of this Agreement, the [Development and] School Agreement [and assignment of the Lease] to the Approved Suitable Substitute whereupon the Academy shall be released from any obligations or liabilities under or in connection with this Agreement, the [Development and] School Agreement [and the Lease] from that date and the Approved Suitable Substitute shall become liable for such obligations or liabilities.
15.5 Where:
15.5.1 the DFE notifies the Authority that, in circumstances which would permit the DFE to propose a Suitable Substitute, the DFE has chosen not to propose a Suitable Substitute to the Authority pursuant to clause 15.1, and the DFE has provided to the Authority all relevant details of such circumstances and reasons for it not proposing a Suitable Substitute; or
15.5.2 an Approved Suitable Substitute has not been appointed or agreed;
then, the DFE may serve written notice on the Authority that the [Supplemental] Funding Agreement shall terminate on a date which is not less than the later of:
15.5.3 one month after the date of receipt of such notice; and
15.5.4 the effective date of termination of the [Supplemental] Funding Agreement as set out in a notice issued pursuant to the terms of the [Supplemental] Funding Agreement.
15.6 The DFE shall procure that from the date the Authority receives notice under clause 15.5 until the date of termination of the [Supplemental] Funding Agreement, the Authority shall continue to receive the DSG and the Academy Contribution in accordance with the terms of this Agreement and the [Development and] School Agreement.
15.7 Following the issue of a notice by the DFE that the [Supplemental] Funding Agreement will terminate, the parties shall co-operate fully to ensure the transfer of the responsibility for delivery of Educational Services to the Authority.
15.8 For the purpose of clause 15.3 and clause 15.7 above, the meaning of the term "co-operate" shall include the Academy:
15.8.1 liaising with the DFE, the Authority and/or any Approved Suitable Substitute, and providing reasonable assistance and advice concerning the responsibilities of the Academy under this Agreement, the Project Documents, [(if relevant) the ICT Services Contract] the [Development and] School Agreement [and the Lease] and their transfer to the Authority or the Approved Suitable Substitute (as relevant);
15.8.2 allowing any Approved Suitable Substitute access (at reasonable times and on reasonable notice) to the School, but not so as to interfere with or impede the provision of the FM Services, [(if relevant) the ICT Services] and/or Educational Services at the School;
15.8.3 providing to the Authority and/or to any Approved Suitable Substitute (as appropriate, but subject to any commercial confidentiality reasons) all and any information concerning the rights, obligations, liabilities, activities and responsibilities of the Academy at and in relation to the School, FM Services and/or [(if relevant) the ICT Services] delivered by the Academy, the Contractor and/or the LEP, as is reasonably required for the efficient transfer of rights, obligations, liabilities, activities and responsibilities from the Academy to the Authority or the Approved Suitable Substitute (as appropriate).
15.8.4 transferring its rights, title and interest in and to any Relevant Assets to the Authority immediately upon termination, or (where relevant) to the Approved Suitable Substitute with effect on and from the date the DFE and the Approved Suitable Substitute Academy enter into a funding agreement.
15.9 Where the responsibility for the provision of the Educational Services at the School reverts to the Authority pursuant to clause 15.7, this Agreement and the [Development and] School Agreement [and the Lease] shall terminate (subject to any provisions which are expressed to survive termination). The Authority shall at any time after receipt of notice of termination of the [Supplemental] Funding Agreement be permitted to apply to the DFE for revenue grant in respect of pupils at the School. The DFE shall (acting reasonably) consider the Authority's application for such funding and any such decision of the DFE shall not be unreasonably withheld or delayed.
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29 Clause 11 provides for arrangements around and following the point at which the School fails. The DFE may propose a "substantial substitute" being a separate legal entity from the failed School, and who (subject to the Authority's approval) may have the Principal Agreement, [Development and] School Agreement and Lease (if relevant) novated or assigned to it. If a suitable substitute is not identified or agreed, the School will revert to Authority control, in which circumstances the DFE and the Authority would make arrangements for the necessary funding to be put in place.