44.1  Authority Default Termination Sum  

On termination of this Agreement pursuant to clauses 37.1 (Voluntary Termination by the Authority) or 37.3 (Termination on Authority Default) or in the circumstances set out in clause 78 (Local Government (Contracts) Act 1997) 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 44.3 (Adjustment of Compensation Amount), the Authority Default Termination Sum shall be an amount equal to the aggregate of:

(a)  Where the Authority has exercised its Termination Option:

(i)  the Base Senior Debt Termination Amount;

(ii)  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;

(iii)  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;

(iv)  the Lender RV Element; and

(v)  the Contractor's Residual Value Overage Share; or

(b)  Where the Authority has not exercised its Termination Option:

(i)  the Base Senior Debt Termination Amount;

(ii)  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; and

(iii)  an amount which is [   ] percent ([  ]%) of 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

less

(iv)  the Authority's Residual Value Overage Share;