Part 5 Definitions

Revenue is defined as the projected Unavoidable Fixed Costs and Senior Debt Service Costs of the Contractor.

Senior Debt Service Costs shall mean interest and debt service costs incurred in respect of the Senior Financing Agreements less:

(a)  sums which are in arrears;

(b)  all sums reserved by the Contractor and which the Contractor is entitled to use to make such payments, without breaching the Senior Financing Agreements.

Unavoidable Fixed Costs should mean the fixed costs incurred by the Contractor which first fall due for payment by the Contractor during the period of indemnity but excluding:

(a)  costs which could have reasonably been mitigated or avoided by the Contractor;

(b)  payments to the Contractor's Associated Companies;

(c)  payments which are not entirely at arm's length;

(d)  payments to holders of equity in the Contractor, Subordinated Lenders and any other financing costs other than Senior Debt Service Costs;

(e)  indirect losses suffered or allegedly suffered by any person;

(f)  fines, penalties or damages for unlawful acts, breaches of contract or other legal obligations;

(g)  payments the Contractor can recover under contract or in respect of which the Contractor has a remedy against another person in respect of the same liability;

(h)  payments to the extent that the Contractor has available to it

  (i)  reserves which the Contractor can draw upon without breaching the Senior Financing Agreement;

  (ii)  standby or contingent facilities or funds of Senior Debt or equity which the Contractor is entitled to have available;

(i)  payments representing any profits of the Project (to the extent not already excluded in (e) above).