4.1  Proposed Substitute

At any time that the Authority is entitled to give a Step-in Notice pursuant to clause 3.1 or at any time during the Step-in Period the Authority may give notice (a Proposed Novation Notice) to the Services Contractor that it wishes itself or another person (a Proposed Substitute) to assume, by way of sale, transfer or other disposal, the rights and obligations of the Service Provider under the Services Contract and specifying a date (the Proposed Novation Date):

(a)  falling not later than [fifteen (15)] Business Days after termination of the Project Agreement where this has been terminated by the Authority;

(b)  falling not later than the expiry of the Termination Notice where a Proposed Novation Notice is given by the Authority at a time when it is entitled to give a Step-in Notice pursuant to clause 3.1; and

(c)  falling not later than [twenty-eight (28)] Business Days after the date of the Proposed Novation Notice, where a Proposed Novation Notice is given during a Step-in Period,

The Authority shall provide a copy of any Proposed Novation Notice to the Senior Funder at the same time as the Proposed Novation Notice is given to the Services Contractor. Save as provided in clause 4.4, only one Proposed Novation Notice may be given during the period of this Agreement. Without prejudice to clauses 3.3 and 5.1, the Services Contractor shall not be entitled to terminate the Services Contract during the notice period specified in a Proposed Novation Notice.