Warning Notices

29.4  Without prejudice to the Board's rights under Clause 44 (Project Co Events of Default) and any other express rights under this Agreement, if at any time Project Co has:

(a)  committed any material breach of its obligations under this Agreement; or

(b)  in relation to any Service, accrued more than the number of Service Failure Points in any one month rolling period listed against that Service in [specify where in the Service Requirements this is set out].

(c)  then the Board may give written notice (a "Warning Notice") to Project Co setting out the matter or matters giving rise to such notice and containing a reminder to Project Co of the implications of such notice.  Any such notice shall state on its face that it is a "Warning Notice".

29.5  Without prejudice to the Board's rights under Clause 44 (Project Co Events of Default) and to any other express rights under this Agreement, if Project Co receives [                    ] or more Warning Notices in any [                    ] period in respect of any Service, the Board may by notice to Project Co increase the level of its monitoring of Project Co, or (at the Board's option) of Project Co's monitoring of its own performance of its obligations under this Agreement, in respect of the relevant Service, in which case, the following provisions shall apply until such time as Project Co shall have demonstrated to the reasonable satisfaction of the Board that it will perform (and is capable of performing) its obligations under this Agreement:

(a)  any such notice to Project Co shall specify in reasonable detail the additional measures to be taken by the Board or by Project Co (as the case may be) in monitoring the performance of Project Co;

(b)  if Project Co (acting reasonably) objects to any of the specified measures on the grounds that they are excessive it shall notify the Board in writing within two (2) Business Days of the receipt of the notice of the measures objected to (and of any changes necessary in order to prevent prejudice to Project Co's performance of its obligations under this Agreement);

(c)  the measures to be taken by the Board and Project Co (as the case may be) shall be agreed between the parties or, in the absence of agreement within three (3) Business Days of the Board's receipt of Project Co's objection, determined pursuant to Part 26 of the Schedule (Dispute Resolution Procedure); and

(d)  Project Co shall bear its own costs and indemnify and keep indemnified the Board at all times from and against all reasonable costs and expenses (if any) incurred by or on behalf of the Board in relation to such increased level of monitoring (including an appropriate sum in respect of general staff costs and overheads).