1 Project Co shall obtain the Authority's prior written consent to any Qualifying Refinancing and both the Authority and Project Co shall at all times act in good faith with respect to (a) any Refinancing or (b) any potential or proposed Refinancing under Article [4] of the Articles of Association.

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);

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;

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.