1 Sub-hubco shall obtain the Authority's prior written consent to any Qualifying Refinancing and both the Authority and Sub-hubco shall at all times act in good faith with respect to (a) any Refinancing or (b) any potential or proposed Refinancing under paragraph 9 below.
2 The Authority shall be entitled to receive:
2.1 a 90% share of the Margin Gain arising from any Qualifying Refinancing which gives rise to a reduction in the Margin from the Margin as shown in the Senior Funding Agreements as at Financial Close (or, in the case of a second or subsequent Qualifying Refinancing, from the Margin as shown in the Senior Funding Agreements as updated at the immediately preceding Qualifying Refinancing); and;
2.2 a share of any Refinancing Gain (arising otherwise than from a reduction in Margin) from a Qualifying Refinancing in respect of any Refinancing Gain (when considered in aggregate with all previous Qualifying Refinancings) as follows:
2.2.1 for a Refinancing Gain from £1 up to £1 million, a 50% share;
2.2.2 for a Refinancing Gain from £1 million up to £3 million, a 60% share; and
2.2.3 for a Refinancing Gain in excess of £3 million, a 70% share.
3 The Authority shall not withhold or delay its consent to a Qualifying Refinancing to obtain a greater share of the Refinancing Gain than that specified in paragraph 2 above.