48.2  Set Off on Termination

Except where expressly stated otherwise, the Authority is not entitled to set off any amount against any payment of termination compensation (whether payable as a lump sum or instalments) under clauses 42 (Compensation on Termination for Force Majeure), 44 (Compensation on Termination for Authority Default/Voluntary Termination) and 45 (Compensation on Corrupt Gifts, Fraud and Refinancing Breaches), save to the extent that after such an amount has been set off, the termination payment made would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount as the case may be at that time.  For the avoidance of doubt, for the purposes of this clause 48.2 (Set Off on Termination) where the Authority has exercised its Termination Option reference to Base Senior Debt Termination Amount or Revised Senior Debt Termination Amount shall be deemed to include the Lender RV Element and where the Authority has not exercised its Termination Option reference to Base Senior Debt Termination Amount or Revised Senior Debt Termination Amount shall be deemed to exclude the Lender RV Element.