A Direct Agreement should typically include the following main provisions (or their equivalent under the laws of the relevant jurisdiction):
• mutual obligations on the parties to notify each other, respectively, of (a) a Private Partner default under the PPP Contract which could allow the Contracting Authority to terminate the PPP Contract and (b) key events under the senior finance documents which could impact the Contracting Authority (e.g. such as an event of default or acceleration of debt);
• a standstill period, pursuant to which the Contracting Authority will undertake to notify the Lenders of its intention to terminate the PPP Contract, and will commit not to terminate the PPP Contract for a given period of time (nor to terminate any related agreements);
• appointment of the Lenders' nominee to "step in" and become jointly liable with the Private Partner to perform the PPP Contract and cure any breaches which gave rise to the Contracting Authority's right to terminate (and to "step out");
• consent to the assignment of the PPP Contract and related receivables to the Lenders, as well as consent to assignments to insurers and guarantors upon payment of claims; and
• Lenders' right to novate the Private Partner's rights and obligations under the PPP Contract to a substitute private partner of their choice (subject to the consent of the Contracting Authority and/or to any reasonable and objective criteria) and the Contracting Authority's obligation to enter into a new direct agreement with the Lenders to the new Private Partner on substantially equivalent terms.