2.3  Termination Notice

The following provisions shall apply to termination of the [Services Agreement] [FM Agreement]:

(a)  the FM Contractor undertakes not to terminate the [FM] [Services] Contract on account of an Event of Service Provider Default without first giving the Authority not less than [fifteen (15)] Business Days' prior written notice specifying the grounds for that termination. Subject to clause 2.3(b) any such notice, other than one given in circumstances where there is no default under the FM Contract by the Service Provider or the FM Contractor, shall be a Termination Notice;

(b)  where the FM Contractor's right to terminate is subject to the terms of the Funders' Direct Agreement then the FM Contractor shall notify the Authority of the same as soon as reasonably practicable upon becoming aware of the provisions of the Funders' Direct Agreement applying. Thereafter as soon as the FM Contractor becomes entitled to terminate the Services Contract free from the constraints contained in the Funders' Direct Agreement, whether upon the expiry of the Step-in Period (as such term is defined in the Funders' Direct Agreement) or otherwise, then the FM Contractor undertakes to the Authority not to terminate the Services Contract on account of an Event of Service Provider Default (whether occurring before or after the FM Contractor's right to terminate the Services Contract was free from the constraints of the Funders' Direct Agreement) without first giving the Authority not less than [fifteen (15)] Business Days' prior notice specifying the grounds for that termination and noting that the FM Contractor's right of termination is not subject to the Funders' Direct Agreement. Any such notice, other than one given in circumstances where there is no default under the Services Contract by the Service Provider or the FM Contractor, shall for the purposes of this Agreement also be a Termination Notice and the provisions of this Agreement shall apply accordingly;

(c)  notwithstanding any provision of the Services Contract to the contrary, on termination of the Project Agreement by the Authority, the parties agree that the Services Contract shall not come to an end except in accordance with the terms of this Agreement;

(d)  the Authority acknowledges that it shall not be entitled to exercise its rights under clauses 3 (Step-in and Step-out) and 4 (Novation) 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 Services Contract) whether or not at the relevant time there has been notice to terminate the Services Contract for such an Event of Soft Services Provider Default or not.