1  EUV-SH of the Leases (no equivalent in HPP)

1.1  Following notification by the Authority pursuant to clause 46.1 (Assets and Transition to the Authority or to another contractor) of its intention to exercise its Termination Option or the Expiry Option, the parties shall seek to agree the EUV-SH of the Leases and in default of agreement within fifteen (15) Business Days of the Estimate Date then the EUV-SH of the Leases shall be determined in accordance with clause 1.2 (EUV-SH of the Leases) below.  The Estimate Date shall be:

(a)  in the case of the Termination Option, the Termination Date;

(b)  in the case of the Expiry Option, the date that is one Contract Month prior to the Expiry Date; or

(c)  in the case of termination pursuant to clause 78 (Local Government (Contracts) Act 1997) and Schedule 10 (Relevant Discharge Terms), the date of the making of a determination or order by a court of final jurisdiction, the result of which is that this Agreement does not have effect or is otherwise unenforceable.

1.2  In the event that the parties fail to agree the EUV-SH of the Leases pursuant to clause 1.1 (EUV-SH of the Leases) then the EUV-SH of the Leases shall be referred for determination at the request of either party to an independent surveyor agreed upon by the parties or in default of agreement by an independent surveyor nominated by the President for the time being of the Royal Institution of Chartered Surveyors whose costs shall be paid as he shall direct.  The independent surveyor's decision on the EUV-SH of the Leases shall be final and binding (save in the case of fraud or manifest error).

1.3  For the purpose of calculating EUV-SH of the Leases any Lease which is to be granted after the Termination Date as a result of the operation of clause 40.3.1(b) (Continuing Obligations) shall be treated as having been granted on the Termination Date.