3.1  Step-in Notice

If the Authority has terminated the Project Agreement in accordance with the terms of the Project Agreement or if the Authority has received a Termination Notice, then subject to the provisions of this Agreement, the Authority may give written notice to the Services Contractor (a Step-in Notice) of the intention of the Authority 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 Authority; and

(b)  no earlier than the date falling 5 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 Services Contractor.  the Authority 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 Services Contractor,

provided that unless the Services Contractor otherwise consents, only one Step-in Notice may be given during the period of this Agreement. Subject to clause 5.1 below, the Services Contractor shall not be entitled to terminate the Services Contract until after the Proposed Step-in Date.