entitlement of shortfall v novus

ok - it's just a whinge! But I feel a rightful one!
In the Prospectus Item 3.5 it states that any shortfall will be allocated to SH's who apply for more than their entitlement.
Item 7.3 - Underwriting Agreement - makes no mention that Novus must be consulted and their agreement sought for placement of shortfall applied for shares.
In their agreement they certainly get a heap of $'s for just being "the underwriter".
So why does GGP management now need to consult Novus - it is quite clear to me - this offer was for "retail" SH's and if the shortfall is fully applied for - then Novus should not enter into any discussion.
Any opinions?