44.1  Authority Default Termination Sum247

On termination of this Agreement pursuant to clause 37.1 (Voluntary Termination by the Authority) or clause 37.3 (Termination on Authority Default) the Authority shall pay the Contractor the Authority Default Termination Sum in accordance with clauses 48 (Miscellaneous Compensation Provisions) and 49 (Method of Payment) on the Termination Date.  Subject to clause 44.4 (Adjustment of Compensation Amount), the Authority Default Termination Sum shall be an amount equal to the aggregate of:

44.1.1  the Base Senior Debt Termination Amount;

44.1.2  redundancy payments for employees of the Contractor that have been or will be reasonably incurred by the Contractor as a direct result of termination of this Agreement and any Sub-Contractor Breakage Costs; and248

44.1.3  [an amount which when taken together with:

(a)  dividends (or other distributions) paid by the Contractor on its share capital on or before the Termination Date; and

(b)  interest paid and principal repaid by the Contractor under the Subordinated Financing Agreements on or before the Termination Date,

taking account of the actual timing of all such payments, gives a real internal rate of return on the share capital subscribed and amounts advanced under the Subordinated Financing Agreements equal to the Base Case Equity IRR;] or

44.1.4  [the aggregate amount for which the share capital of the Contractor and the amounts outstanding under the Subordinated Financing Agreements could have been sold on an open market basis based on Relevant Assumptions]; or

44.1.5  [all amounts shown in the Base Case as payable by the Contractor from the Termination Date, either in dividends or other distributions on the share capital of the Contractor or as payments of interest or repayments of principal made by the Contractor under the Subordinated Financing Agreements, each amount discounted back at the Base Case Equity IRR from the date on which it is shown to be payable in the Base Case to the Termination Date].

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247  See alternative drafting in Annex 1, Schedule D for non-HRA projects.

248  Bidders to nominate which one of the options for clause 44.1.3.