SCHEDULE PART 27 RELEVANT DISCHARGE TERMS

Where Clause 74 applies, the following drafting must be included in the Schedule to the Agreement :

SCHEDULE PART 27

RELEVANT DISCHARGE TERMS

1. The Parties hereby acknowledge and agree that:

1.1 where following an application for judicial review or an audit review (within the meaning of the Local Government (Contracts) Act 1997), a court determines that the Authority did not have power to enter into this Agreement or to enter into this Agreement and the Funders' Direct Agreement and that this Agreement or that this Agreement and the Funders' Direct Agreement are unenforceable:

1.1.1 [Sub-hubco/Project Co] shall be entitled to be paid by the Authority a sum equivalent to the amount calculated in accordance with Section 1 (Compensation on Termination for Authority Default and Voluntary Termination) of Schedule Part 17 (Compensation on Termination); and

1.1.2 the relevant provisions of Clause 46 (Compensation on Termination) and Section 5 (General) of Schedule Part 17 (Compensation on Termination) shall apply mutatis mutandis, subject to compensation being deemed to be payable in a lump sum within 6 months of the order of the court; and

1.2 where following an application for judicial review or an audit review (within the meaning of the Local Government (Contracts) Act 1997) a court determines that the Authority did not have power to enter into the Funders' Direct Agreement and the Funders' Direct Agreement is unenforceable but this Agreement remains in full force and effect then, without prejudice to the application of paragraph 1.1.1 of this Schedule Part 27 (Relevant Discharge Terms) at any time thereafter:

1.2.1 the Monthly Service Payment shall be reduced by the amount payable by [Sub-hubco/Project Co] in respect of the Senior Debt; and

1.2.2 the Authority shall pay [Sub-hubco/Project Co] a sum equal to the Revised Senior Debt Termination Amount (excluding, provided that the Senior Funders do not enforce any security over credit balances on any bank accounts held by or on behalf of [Sub-hubco/Project Co], limb (b)(i) of the definition set out in Section 6 (Definitions) of Schedule Part 17 (Compensation on Termination)) and the relevant provisions of Clause 46 (Compensation on Termination) and Section 5 (General) of Schedule Part 17 (Compensation on Termination) shall apply mutatis mutandis subject to any reference to the Termination Date in this Agreement shall be deemed to be the date on which the Funders' Direct Agreement was declared unenforceable in accordance with the provisions of this paragraph 1; and,

the Parties agree that such provisions shall be deemed to be relevant discharge terms for the purposes of section 6(2) of the Local Government (Contracts) Act 1997 (the "Relevant Discharge Terms").

2. The parties acknowledge and agree that in the event that the circumstances envisaged by paragraph 1.2 occur prior to the circumstances envisaged by paragraph 1.1 then the amount calculated in accordance with Section 1 (Compensation on Termination for Authority Default and Voluntary Termination) of Schedule Part 17 (Compensation on Termination) shall be calculated to ensure no double counting between that amount and any sums paid to [Sub-hubco/Project Co] pursuant to paragraph 1.2.2.