REDUCED BY ANY
AMOUNT SO DEDUCTED AND THIRDLY, TO THE EXTENT THAT THE AMOUNT OF SUCH CLAIM HAS
NOT BEEN SO SATISFIED, FROM THE ADDITIONAL LOAN NOTES AND ACCORDINGLY FROM ANY
AMOUNT DUE FROM THE PURCHASER IN RESPECT OF OUTSTANDING PAYMENTS DUE TO THE
VENDOR UNDER THE ADDITIONAL LOAN NOTES WHICH ARE IN ISSUE AND THE PRINCIPAL
AMOUNT OF THE ADDITIONAL LOAN NOTES SHALL BE PERMANENTLY REDUCED BY ANY AMOUNT
SO DEDUCTED. THE AMOUNT DUE TO THE PURCHASER IN RESPECT OF THE SETTLED CLAIM
THAT FORMS THE BASIS OF ANY SUCH DEDUCTION FROM THE LOAN NOTES OR THE ADDITIONAL
LOAN NOTES (AS THE CASE MAY BE) SHALL BE REDUCED BY THE AMOUNT OF SUCH
DEDUCTION. IN THE EVENT OF ANY SUCH REDUCTION IN THE LOAN NOTES OR THE
ADDITIONAL LOAN NOTES THE VENDOR SHALL, WITHIN 10 BUSINESS DAYS OF DEMAND BY THE
PURCHASER, DELIVER ANY CERTIFICATES IN RESPECT OF THE LOAN NOTES AND THE
ADDITIONAL LOAN NOTES ISSUED TO IT BY THE PURCHASER FOR CANCELLATION AND THE
PURCHASER SHALL ISSUE NEW CERTIFICATES TO THE VENDOR FOR THE REDUCED AMOUNT.
20.3
TO THE EXTENT THAT IN RESPECT OF A CLAIM AN AMOUNT HAS BEEN AWARDED
OR ADJUDICATED AS BEING PAYABLE OR DUE BY THE VENDOR BY A COURT OF COMPETENT
JURISDICTION FROM WHICH THERE IS A RIGHT OF APPEAL AND THE VENDOR HAS COMMENCED
APPEAL PROCEEDINGS WITHIN THE RELEVANT TIME PERMITTED THEN THE AMOUNT WHICH HAS
BEEN AWARDED OR ADJUDICATED ("RETENTION AMOUNT") SHALL BE SUBJECT TO THE
PROVISIONS OF CLAUSE 20.4.
20.4
IF CLAUSE 20.3 APPLIES AT ANY TIME WHEN ANY SUM PAYABLE UNDER THE
LOAN NOTES OR ADDITIONAL LOAN NOTES REMAINS OUTSTANDING THEN THE PURCHASER SHALL
BE ENTITLED TO WITHHOLD AN AMOUNT EQUAL TO THE RETENTION AMOUNT FROM ANY SUMS
PAYABLE UNDER FIRSTLY, THE LOAN NOTES AND SECONDLY, TO THE EXTENT THAT THE
AMOUNT OF THE LOAN NOTES THEN OUTSTANDING IS INSUFFICIENT, THE ADDITIONAL LOAN
NOTES PROVIDED THAT PRIOR TO THE DATE UPON WHICH SUCH SUM OR SUMS WAS OR IS DUE
TO BE PAID OR SATISFIED IT PLACES AN AMOUNT EQUAL TO THE RETENTION AMOUNT, NOT
EXCEEDING THE MAXIMUM AMOUNT OF LOAN NOTES AND THE ADDITIONAL LOAN NOTES WHICH
REMAINS UNPAID, IN AN INTEREST BEARING DEPOSIT ACCOUNT ("RETENTION ACCOUNT") TO
BE HELD BY THE PURCHASER'S SOLICITORS AND THE VENDOR'S SOLICITORS (JOINTLY)
SUBJECT TO CLAUSE 20.5 AND OTHERWISE UPON SUCH TERMS AND CONDITIONS AS THE
VENDOR AND THE PURCHASER, ACTING REASONABLY AND IN GOOD FAITH, SHALL AGREE.
20.5
THE VENDOR AND THE PURCHASER HEREBY IRREVOCABLY INSTRUCT THE
PURCHASER'S SOLICITORS AND THE VENDOR'S SOLICITORS TO HOLD ANY SUMS PAID INTO
THE RETENTION ACCOUNT UNTIL THE CLAIM OR CLAIMS TO WHICH THE SUMS RELATE HAVE
BEEN FINALLY SETTLED (OR HAVE BEEN WITHDRAWN) AND TO RELEASE THE APPROPRIATE
AMOUNT (TOGETHER WITH ALL INTEREST ACCRUED THEREON LESS ANY TAX ON BANK CHARGES)
TO THE VENDOR OR THE PURCHASER (AS THE CASE MAY BE) WITHIN 10 BUSINESS DAYS
THEREAFTER AS APPROPRIATE. FOR THE AVOIDANCE OF DOUBT ANY INTEREST ACCRUED ON
THE RETENTION ACCOUNT SHALL BELONG