58.  PAYMENTS MADE ON TERMINATION

58.1  Save for any payments in respect of any Assets made in accordance with Schedule D.4 (Exit Management), the Authority shall not make a payment to the Contractor:

58.1.1  on the expiry of the Term;

58.1.2  for Termination for Cause by the Authority in accordance with Clause 55.1; or

58.1.3  for termination for Change of Control in accordance with Clause 55.4.1.

58.2  The Authority shall pay the Contractor the Termination Payment if this Agreement is terminated by the Contractor pursuant to Clause 55.5 (Termination by the Contractor).

58.3  If the period between the date of the [material Default] by the Authority referred to in Clause 55.5 (Termination by the Contractor) and the date on which termination pursuant to Clause 55.5 (Termination by the Contractor) takes effect is less than 12 months the Authority shall also make the Compensation Payment calculated in accordance with Schedule E.5 (Payments on Termination) on the date and terms specified in Schedule E.4 (Charges and Invoicing).

58.4  The costs of termination incurred by the parties shall lie where they fall if either party terminates or partially terminates this Agreement pursuant to Clause 55.6 (Termination for Continuing Force Majeure Event).

58.5  The Compensation Payment and/or the Termination Payment shall be the Contractor's sole remedy in relation to matters for which an express right or remedy is stated in this Agreement.