2.4.1 The Service Provider undertakes not to terminate the Service Contract on account of an Event of Project Co Default without first giving the Board not less than [fifteen (15)] Business Days' prior written notice specifying the grounds for that termination. Subject to Clause 2.4.2 below any such notice, other than one given in circumstances where there is no default under the Service Contract by Project Co or the Service Provider, shall be a "Termination Notice".
2.4.2 Where the Service Provider's right to terminate is subject to the terms of the Senior Funders' Direct Agreement then the Service Provider shall notify the Board of the same as soon as reasonably practicable upon becoming aware of the provisions of the Senior Funders' Direct Agreement applying. Thereafter as soon as the Service Provider becomes entitled to terminate the Service Contract free from the constraints contained in the Senior Funders' Direct Agreement, whether upon the expiry of the Step-in Period (as such term is defined in the Senior Funders' Direct Agreement) or otherwise, then the Service Provider undertakes to the Board not to terminate the Service Contract on account of an Event of Project Co Default (whether occurring before or after the Service Provider's right to terminate the Service Contract was free from the constraints of the Senior Funders' Direct Agreement) without first giving the Board not less than [fifteen (15)] Business Days' prior notice specifying the grounds for that termination and noting that the Service Provider's right of termination is not subject to the Senior Funders' Direct Agreement. Any such notice, other than one given in circumstances where there is no default under the Service Contract by Project Co or the Service Provider, shall for the purposes of this Agreement also be a Termination Notice and the provisions of this Agreement shall apply accordingly.
2.4.3 Notwithstanding any provision of the Service Contract to the contrary, on termination of the Project Agreement by the Board, the Parties agree that the Service Contract shall not come to an end except in accordance with the terms of this Agreement.
2.4.4 The Board acknowledges that it shall not be entitled to exercise its rights under Clauses 3 (Step-in and Step-out) and 4 (Novation):
(a) where the event giving rise to termination of the Project Agreement is an Event of Soft Services Provider Default (as that term is defined in the Service Contract) whether or not at the relevant time there has been notice to terminate the Service Contract for such an Event of Soft Services Provider Default or not; or
(b) until the Senior Funder has released its security over the Service Contract; or
(c) until the Senior Funder has confirmed to the Board in writing that it has no further claims or interest in the claims of Project Co or any Suitable Substitute Contractor (as such term is defined in the Senior Funders' Direct Agreement) against the Service Provider whether pursuant to the Security Documents, the Service Contract or the enforcement of any rights under the Security Documents or the Senior Funders' Direct Agreement.42
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42 The Board's acknowledgement under clause 2.4.4 should be compared with the commitments of the Board under clause 10.7 of the Funder's Direct Agreement (Part 6 of the Schedule) and, if necessary, clause 2.4.4 should be altered in order to ensure that there is no mismatch between the two provisions.