11.  MISCELLANEOUS

Required Drafting

11.1.  The Authority shall, at the Contractor's expense, take whatever action the Facility Agent, an Appointed Representative or a Representative taking a transfer in accordance with paragraph 8.1 may require for perfecting any transfer or release under paragraph 5 (Representative), 7 (Step-Out) and 8 (Novation) including the execution of any transfer or assignment, and the giving of any notice, order or direction and the making of any registration which, in each case, the Facility Agent, Appointed Representative or Representative reasonably requires.

11.2.  Subject always to the continuing obligations of the Parties under paragraph 1, paragraph 2.5, paragraph 10, paragraph 11.3.1 and paragraphs 12 to 20, this Agreement shall remain in effect until:

11.2.1.  the date on which all amounts which may be or become owing by the Authority to the Contractor under Schedule 17 (Compensation on Termination) of the Contract have been irrevocably paid in full; or

11.2.2.  in the event that the Authority elects to pay the Adjusted Estimated Fair Value of the Contract or the Senior Debt element of any Termination Sum in instalments in accordance with paragraph 4 of Part 7 of Schedule 17 (Method of Payment) of the Contract, the date on which such election is made,

whereupon the Facility Agent or Security Trustee (as relevant) agrees on behalf of itself and the Secured Finance Parties to release any security granted in their favour over the Unrestricted Assets.

11.3.

11.3.1.  On the Expiry Date the Facility Agent or Security Trustee (as relevant), acting on behalf of itself and the Secured Finance Parties, shall release any security granted in its favour over any Unrestricted Assets which have not previously been assigned or otherwise transferred to the Authority.

11.3.2.  On the Senior Debt Discharge Date the Facility Agent or Security Trustee (as relevant), acting on behalf of itself and the Secured Finance Parties, shall release any security granted in its favour over any Assets which have not previously been assigned or otherwise transferred to the Authority and this Agreement shall terminate in full.

11.4.  The Facility Agent, in respect of paragraphs 11.4.1, 11.4.2 and 11.4.3, and the Contractor in respect of paragraph 11.4.4, shall promptly notify the Authority of:

11.4.1.  any decisions to accelerate the maturity of any amounts owing by the Contractor to the Lenders under the Senior Financing Agreements and/or demand repayment;

11.4.2.  the Senior Debt Discharge Date on or before the date falling twenty (20) Business Days after its occurrence;

11.4.3.  the details and amount of any proposed Additional Permitted Borrowing, including:

(a)  the circumstances giving rise to it and reasons for it; and

(b)  the terms on which it will be borrowed; and

11.4.4.  on the first Business Day of each calendar month during which any Additional Permitted Borrowing is, or may be, subsisting, the amount outstanding under the Senior Financing Agreements (as the same may be amended (whether or not with the approval of the Authority)), and, to the extent it is aware (having made reasonable and proper enquiry):

(a)  the amount of any Distribution made by the Contractor; and

(b)  the amount of any credit balance on any account of the Contractor.

11.5.  The Contractor joins in this Agreement, inter alia, to acknowledge and consent to the arrangements set out and agrees not knowingly to do or omit to do anything that may prevent any Party from enforcing its rights under this Agreement.

11.6.  For the avoidance of doubt, if there is any conflict or inconsistency between the provisions of this Agreement and the Contract, the provisions of this Agreement shall prevail.

11.7.  If the Authority elects to pay the Adjusted Estimated Fair Value of the Contract or the Senior Debt element of any Termination Sum in instalments in accordance with paragraph 4 of Section VII of Schedule 17 (Method of Payment) of the Contract, the Authority shall not subsequently set off against or make any deduction from any instalment or interest relating thereto in respect of any claim or liability of which the Authority becomes aware after the Termination Sum has been finally agreed or determined, save to the extent that after such amount has been set off or deducted, the termination payment made (excluding interest payable pursuant to paragraph 4 of Part 7 of Schedule 17 (Method of Payment) of the Contract) 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 the time.