9 If the Authority (acting reasonably) considers the funding terms generally available in the market to be more favourable than those reflected in the Funding Agreements, the Authority may, by notice in writing to Sub-hubco, require Sub-hubco to request potential funders to provide terms for a potential Refinancing (a "Refinancing Notice").
10 The Refinancing Notice shall set out in reasonable detail the grounds upon which the Authority believes such funding terms to be available. Sub-hubco and the Authority shall meet to discuss the Refinancing Notice within twenty eight (28) days. Such a meeting will consider the evidence available to both parties about the availability of funding terms for a potential Refinancing. The Authority shall be entitled to withdraw the Refinancing Notice at or before such a meeting, or within ten days following the meeting.
11 If the Authority serves a Refinancing Notice which is not withdrawn pursuant to paragraph 10 above, then Sub-hubco shall:
11.1 act promptly, diligently and in good faith with respect to the potential Refinancing;
11.2 use all reasonable endeavours to obtain the most favourable available terms from existing and/or new lenders for any potential Refinancing (provided that Sub-hubco shall not be required to propose refinancing in a manner which a prudent board of directors of a company operating the same business in the United Kingdom to that operated by Sub-hubco, in similar circumstances, would not approve), for the avoidance of doubt also being terms which are likely to generate a positive Refinancing Gain after the deduction of costs in accordance with the provisions of paragraph 7 above; and
11.3 either:
11.3.1 as soon as reasonably practicable after the meeting held pursuant to paragraph 10 above, provide to the Authority (i) full details of the proposed Refinancing, including a financial model and the basis for the assumptions used in the financial model and evidence to the reasonable satisfaction of the Authority that these assumptions represent the most favourable available terms for the potential Refinancing on the basis set out in paragraph 11.2 above and (ii) initial drafts of any changes to this Agreement including in relation to potential compensation on termination which might be required to give effect to the proposed Refinancing; or
11.3.2 if Sub-hubco (acting reasonably) believes that it is not possible to obtain funding terms which are more favourable than those reflected in the Funding Agreements in accordance with the requirements of paragraph 11.2, provide evidence to the reasonable satisfaction of the Authority for such belief and evidence to the reasonable satisfaction of the Authority that Sub-hubco has complied with its obligations in paragraphs 11.1 and 11.2.
11.4 Following receipt of the information referred to in paragraph 11.3.1 the Authority shall (in its absolute discretion) either:
11.4.1 instruct Sub-hubco to implement the proposed Refinancing; or
11.4.2 instruct Sub-hubco to discontinue the proposed Refinancing
provided that if the Authority reasonably considers that the requirements of paragraph 11.3.1 have not been satisfied, the Authority may require Sub-hubco to satisfy its obligations under paragraph 11.3.1 whereupon the provisions of paragraph 11 shall apply as if the Authority had served a Refinancing Notice.
11.5 If the Authority instructs Sub-hubco to implement the proposed Refinancing:
11.5.1 Sub-hubco shall, as soon as reasonably practicable, use all reasonable endeavours to procure that such proposed Refinancing is implemented;
11.5.2 such proposed Refinancing shall be deemed to be a Qualifying Refinancing; and
11.5.3 the provisions of paragraphs 1 and 8 shall apply.
11.6 If:
11.6.1 the Authority instructs Sub-hubco to discontinue the potential Refinancing pursuant to paragraph 11.4.2; or
11.6.2 the requirements of paragraph 11.3.2 are satisfied
then, the Authority shall reimburse Sub-hubco for the reasonable and proper professional costs incurred by Sub-hubco in relation to the potential Refinancing, such costs to be paid to Sub-hubco by the Authority within twenty eight (28) days after receipt of a valid invoice in respect of such amount. Such costs shall not include any internal management costs incurred by Sub-hubco except insofar as (a) it can be demonstrated to the reasonable satisfaction of the Authority that such costs have been incurred in place of professional costs which would in the normal course of business have been paid to third parties and (b) the Authority has, by prior written agreement, approved the use of such internal management resource.
11.7 The Authority shall be entitled to issue a Refinancing Notice under paragraph 9 at any time but not more than once in any two-year period. For the avoidance of doubt, a Refinancing Notice that has been withdrawn under paragraph 10 has been issued for the purpose of this paragraph 11.7.