2.  SET OFF ON TERMINATION120

Required drafting (see Section 22.4 of SoPC4) as follows:

Except where expressly stated otherwise, the Authority is not entitled to set off any amount against any payment of termination compensation (whether payable as a lump sum or in instalments ) under Part 2 (Compensation following Authority Default or Authority Voluntary Termination or Authority Break Point Date Termination), Part 4 (Compensation following Corrupt Gifts and Fraud), Part 5 (Compensation on Termination for Force Majeure and Uninsurability), and Part 6 (Compensation Following Breach of the Refinancing Provisions) save to the extent that after such an amount has been set off, the termination payment made would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount as the case may be at that time.

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120  Clause 46 (Set-Off) contains the right to set off amounts.