46.1  Assets

(a)  If termination of this Agreement occurs for whatever reason (including pursuant to clause 78 (Local Governmental (Contracts) Act 1997) and Schedule 10 (Relevant Discharge Terms) then the Authority shall have the option to require the Contractor to:

(i)  in respect of all Sites and all [Dwellings/Common Parts/Apartment Blocks] where a Lease has not been granted by the Authority, transfer with effect from the Termination Date its right, title and interest in and to the Assets to the Authority or to another contractor as the Authority directs at no cost to the Authority; and

(ii)  in respect of all Sites and all [Dwellings/Common Parts/Apartment Blocks] where a Lease has been granted by the Authority, transfer with effect from the Termination Date its rights, title and interest in and to the Assets to the Authority or to such other contractor as shall be notified by the Authority to the Contractor and in respect of all of the Leases at the direction of the Authority, either:

(A)  assign, with effect from the Termination Date, its unencumbered interest in each Lease (subject only to such Tenancy Agreements as have been granted out of each Lease) to the Authority or to such assignee as shall be notified by the Authority to the Contractor by delivering to the Authority within ten (10) Business Days of such notice a duly executed transfer or deed of assignment in such form as the Authority shall require and the Contractor shall agree (each acting reasonably) together with all relevant title documents and releases from any charge; or

(B)  surrender, with effect from the Termination Date, its interest in each Lease by delivering to the Authority, within ten (10) Business Days of such notice, a duly executed transfer or deed of surrender in such form as the Authority shall require and the Contractor shall agree (each acting reasonably) together with all relevant title documents, releases or discharges and a direction to the Land Registrar to cancel the registered titles relating to all of the Leases,

clauses 46.1(a)(i) and 46.1(a)(ii) together being the Termination Option.  The Authority shall not be entitled to exercise the Termination Option pursuant to this clause 46.1 (Assets and Transition to the Authority or to another contractor) other than in respect of all of the Sites and all of the [Dwellings/Common Parts/Apartment Blocks].

The Termination Option may only be exercised by the Authority notifying the Contractor in a Termination Notice or, where the Termination Notice is served by the Contractor within twenty (20) Business Days of receipt by the Authority of such Termination Notice, or in the case of termination pursuant to clause 78 (Local Government (Contracts) Act 1997) and Schedule 10 (Relevant Discharge Terms), within twenty (20) Business Days 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 in each case by serving a notice on the Contractor to that effect.

(b)  Where this Agreement expires due to effluxion of time then the Authority shall have the option in consideration of the payment to the Contractor by the Authority of the EUV-SH of the Leases (less the Authority's Residual Value Overage Share) in a lump sum on the Expiry Date or (if later) within forty (40) Business Days after determination of the EUV-SH of the Leases in accordance with clause [  ]40 (EUV-SH of the Leases) to require the Contractor to transfer with effect from the Expiry Date its rights, title and interest in and to all the Assets (excluding the Leases) to the Authority or to such other assignee as shall be notified by the Authority to the Contractor and in respect of all of the Leases, at the direction of the Authority, either:

(i)  assign, with effect from the Expiry Date, its unencumbered interest in each Lease (subject only to such Tenancy Agreements as have been granted out of each Lease) to the Authority or to such assignee as shall be notified by the Authority to the Contractor by delivering to the Authority within ten (10) Business Days of such notice a duly executed transfer or deed of assignment in such form as the Authority shall require and the Contractor shall agree (each acting reasonably) together with all relevant title documents and releases from any charge; or

(ii)  surrender, with effect from the Expiry Date, its interest in each Lease by delivering to the Authority, within ten (10) Business Days of such notice, a duly executed transfer or deed of surrender in such form as the Authority shall require and the Contractor shall agree (each acting reasonably) together with all relevant title documents, releases or discharges and a direction to the Land Registrar to cancel the registered titles relating to all of the Leases,

clauses 46.1(b)(i) and 46.1(b)(ii) together being the Expiry Option.  The Authority shall not be entitled to exercise the Expiry Option pursuant to this clause 46.1 (Assets and Transition to the Authority or to another contractor) other than in respect of all Sites and all of the Dwellings.  The Expiry Option may only be exercised by the Authority notifying the Contractor not less than [nine (9)] Months prior to the Expiry Date by serving a notice on the Contractor to that effect (the Expiry Option Notice).

(c)  Where the Authority does not exercise the Termination Option the Contractor shall procure that all Assets relating to Sites where a Lease has not been granted shall be transferred to the Authority within ten (10) Business Days of written demand to that effect.

(d)  Where the Authority does not exercise the Expiry Option the Contractor shall pay to the Authority the Authority's Residual Value Overage Share at the Expiry Date.

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40  Reference should be made to the EUV-SH of the Leases clause set out at paragraph 33 of this Guidance.