and when requested
by the Principal to give effect to such assignment, novation or transfer.
(C)
UPON WRITTEN REQUEST BY
THE PRINCIPAL, EACH OF THE ACCESS PROVIDER AND CONTRACTOR HEREBY IRREVOCABLY
AGREES TO ENTER INTO A NEW AGREEMENT UPON SUBSTANTIALLY THE SAME TERMS AND
CONDITIONS AS THIS AGREEMENT TO WHICH ANOTHER PERSON AGREES TO PERFORM AND
OBSERVE THE PRINCIPAL'S OBLIGATIONS UNDER THE AGREEMENT AS IF IT WERE NAMED IN
THE RELEVANT AGREEMENT INSTEAD OF THE PRINCIPAL.
22.
NOVATION
22.1
NOVATION ON TERMINATION OF PROJECT
AGREEMENT
If the Project Agreement has been terminated, or the Contractors' rights and
obligations with respect to any part of the Services under the Project Agreement
have been terminated, and if the Principal gives written notice to the Access
Provider and the Contractor of its intention to exercise its rights under this
clause 22.1, then as from the date of the PA Novation Notice:
(A)
EXCEPT IN RESPECT OF ANY
RIGHTS OF THE CONTRACTOR THAT ARISE OUT OF A BREACH OF THIS AGREEMENT OR OTHER
LIABILITY ON THE PART OF THE ACCESS PROVIDER OR THE PRINCIPAL UNDER THIS
AGREEMENT OCCURRING OR ARISING PRIOR TO THE DATE OF THE PA NOVATION NOTICE THE
CONTRACTOR RELEASES EACH OF THE ACCESS PROVIDER AND THE PRINCIPAL FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND ACCESS PROVIDER AND THE PRINCIPAL SHALL
RELEASE THE CONTRACTOR FROM ITS PERFORMANCE OF ITS FUTURE OBLIGATIONS UNDER THIS
AGREEMENT, AND PERFORM FOR, AND OWE TO THE PRINCIPAL'S NOMINEE, EACH OF ITS
OBLIGATIONS UNDER THIS AGREEMENT;
(B)
EXCEPT IN RESPECT OF THE
RIGHTS OF THE CONTRACTOR REFERRED TO IN CLAUSE 22.1(A), THE PRINCIPAL'S NOMINEE,
SHALL BE ENTITLED TO EXERCISE ALL OF THE RIGHTS AND, SUBJECT TO CLAUSE 22.2,
SHALL ASSUME ALL OF THE OBLIGATIONS, OF THE CONTRACTOR UNDER THIS AGREEMENT;
(C)
SUBJECT TO CLAUSE 22.2,
EACH OF THE ACCESS PROVIDER AND THE PRINCIPAL SHALL HAVE THE SAME RIGHTS AGAINST
THE PRINCIPAL'S NOMINEE, AS IT HAD AGAINST THE CONTRACTOR IN RESPECT OF
OBLIGATIONS SO ASSUMED; AND
(D)
ANY PARTY REQUESTED BY THE
PRINCIPAL TO DO SO WILL:
(I)
ENTER INTO THE PA
NOVATION DEED; AND
(II)
TAKE SUCH OTHER ACTION AS
IS REQUIRED TO VEST IN THE PRINCIPAL'S NOMINEE FULL LEGAL AND EQUITABLE TITLE TO
ANY RETENTION ACCOUNT, BANK GUARANTEE, PERFORMANCE BOND, LETTER OF CREDIT OR
OTHER SECURITY HELD BY THE CONTRACTOR TO SECURE OBLIGATIONS OF THE ACCESS
PROVIDER OR THE PRINCIPAL UNDER THIS AGREEMENT.
29
22.2
OBLIGATIONS PRIOR TO NOVATION BY
CONTRACTOR
Clause 22.1 will not operate to:
(A)
REQUIRE THE PRINCIPAL'S
NOMINEE, TO ASSUME ANY OBLIGATIONS UNDER THIS AGREEMENT WHICH RELATE TO THE
PERIOD OR ARISE PRIOR TO THE DATE OF THE PA NOVATION NOTICE OR WHICH RELATE TO
ANY BREACH OR FAILURE TO PERFORM IN THAT PERIOD;
(B)
VEST IN ANY PERSON ANY
RIGHTS AGAINST THE PRINCIPAL'S NOMINEE, IN RESPECT OF OBLIGATIONS WHICH THE
PRINCIPAL'S NOMINEE IS NOT REQUIRED TO ASSUME; OR
(C)
RELEASE EITHER OF THE
ACCESS PROVIDER OR THE PRINCIPAL IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR LIABILITY FOR ANY BREACH