3.1  Step-in Notice

3.1.1  If the Board has terminated the Project Agreement in accordance with the terms of the Project Agreement or if the Board has received a Termination Notice, then subject to the provisions of this Agreement, the Board may give written notice to the Service Provider (a "Step-in Notice") of the intention of the Board to issue a Step-in Undertaking on a specified date (the "Proposed Step-in Date") provided that such Proposed Step-in Date shall be:

(a)  no later than [five (5)] Business Days after termination of the Project Agreement where this has been terminated by the Board; and 

(b)  no earlier than the date falling five (5) Business Days prior to the date of expiry of the Termination Notice and no later than the date of expiry of the Termination Notice where a Termination Notice has been given by the Service Provider.  the Board shall provide a copy of any Step-in Notice to the Senior Funder at the same time as the Step-in Notice is given to the Service Provider. 

3.1.2  Unless the Service Provider otherwise consents, only one Step-in Notice may be given during the period of this Agreement. Subject to Clause 5.1 below, the Service Provider shall not be entitled to terminate the Service Contract until after the Proposed Step-in Date.