42.1  Force Majeure Termination Sum

On termination of this Agreement under clause 39.3 (Notification for Force Majeure), or clause 59.3.1(b) (Consequences) the Authority shall pay to the Contractor the Force Majeure Termination Sum in accordance with clauses 48 (Miscellaneous Compensation Provisions) and 49 (Method of Payment).  Subject to clause 42.2 (Adjustment of Compensation Amount) the Force Majeure Termination Sum shall be the amount equal to the aggregate of:

(a)  where the Authority has exercised its Termination Option:

(i)  the Base Senior Debt Termination Amount;

(ii)  the Junior Debt, less an amount equal to the aggregate of payments of interest made by the Contractor under the Subordinated Financing Agreements;

(iii)  all amounts paid to the Contractor by way of subscription for shares in the capital of the Contractor less dividends and other distributions paid to the shareholders of the Contractor (save to the extent deducted under clause 42.1(a)(ii) (Force Majeure Termination Sum));

(iv)  redundancy payments for employees of the Contractor that have been or will be reasonably incurred by the Contractor as a direct result of termination of this Agreement and any Sub-Contractor Breakage Costs; and

(v)  the Lender RV Element; and

(vi)  the Contractor's Residual Value Overage Share; or

(b)  where the Authority has not exercised its Termination Option:

(i)  the Base Senior Debt Termination Amount;

(ii)  an amount that is [♦] per cent ([♦]%) of the Junior Debt, less an amount equal to the aggregate of payments of interest made by the Contractor under the Subordinated Financing Agreements;

(iii)  an amount that is [♦] per cent ([♦]%) of all amounts paid to the Contractor by way of subscription for shares in the capital of the Contractor less dividends and other distributions paid to the shareholders of the Contractor (save to the extent deducted under clause 42.1(b)(ii) (Force Majeure Termination Sum)); and

(iv)  redundancy payments for employees of the Contractor that have been or will be reasonably incurred by the Contractor as a direct result of termination of this Agreement and any Sub-Contractor Breakage Costs.

and

(v)  deducting from the amounts in paragraphs (b)(ii) and (iii) the Authority's Residual Value Overage Share