3 Sharing

3.1 The Authority shall be entitled to receive:

(a) a fifty per cent (50%) share of any Refinancing Gain arising from a Qualifying Refinancing, in respect of any Refinancing Gain up to (when considered in aggregate with all previous Qualifying Refinancings) a Refinancing Gain of one million pounds (£1,000,000);

(b) a sixty per cent (60%) share of any further Refinancing Gain arising from a Qualifying Refinancing, in respect of any Refinancing Gain up to (when considered in aggregate with all previous Qualifying Refinancings) a Refinancing Gain of three million pounds (£3,000,000), and also

3.2 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 3.1.

3.3 The Service Provider shall promptly provide the Authority with full details of any proposed Qualifying Refinancing, including a copy of the proposed financial model relating to it (if any) and the basis for the assumptions used in the proposed financial model. The Authority shall (before, during and at any time after any Refinancing) have unrestricted rights of audit over any financial model and documentation (including any aspect of the calculation of the Refinancing Gain) used in connection with the Refinancing (whether that Refinancing is a Qualifying Refinancing or not).

3.4 The Authority shall have the right to elect to receive its share of any Refinancing Gain as:

(a) a single payment in an amount less than or equal to any Distribution made on or about the date of the Refinancing;

(b) a reduction in the Unitary Charge over the remainder of the Contract Period; or

3.5 The Authority and the Service Provider shall negotiate in good faith to agree the basis and method of calculation of the Refinancing Gain and payment of the Authority's share of the Refinancing Gain (taking into account how the Authority has elected to receive its share of the Refinancing Gain under paragraph 3.4). If the parties fail to agree the basis and method of calculation of the Refinancing Gain or the payment of the Authority's share, the dispute shall be determined in accordance with the Dispute Resolution Procedure.

3.6 The Refinancing Gain shall be calculated after taking into account the reasonable and proper professional costs that each party directly incurs in relation to the Qualifying Refinancing and on the basis that all reasonable and proper professional costs incurred by the Authority shall be paid to the Authority by the Service Provider within twenty (20) Business Days of any Qualifying Refinancing.

3.7 Without prejudice to the other provisions of this Schedule 23, the Service Provider shall:

(a) notify the Authority of all Notifiable Financings on becoming aware of the same and again when they are entered into and provide full details of the same; and

(b) include a provision in the Financing Agreements whereby it is entitled to be informed of any proposals which the Senior Lenders may have to refinance the Financing Agreements.