"Accrued Interest" means interest accrued pursuant to the Financing Agreements on the Principal Amount as at the Calculation Date, excluding any amount payable by way of default interest (however described).
"Adjusted Value" means the present value or future value (as applicable) calculated as of the Termination Date, discounted at [•]%.
"Breakage Costs" means an amount equal to the sum, as at the Calculation Date, of any reasonable (a) interest period breakage costs, and (b) interest rate swap breakage costs, in each case due to or on behalf of the parties to the Financing Agreements after deducting any rebate or other financial advantage receivable by such parties as a result of either such breakage.
"Buy-Out Price" means Buy-Out Price A, Buy-Out Price B or Buy-Out Price C (as the case may be).
"Buy-Out Price A" means:
(a) the Senior Debt Amount, minus
(b) the amount by which the Equity Commitment exceeds the Equity Amount, minus
(c) the Cash Amount, minus
(d) any unpaid amounts due to the Agency by the Company up to and including the Calculation Date.
"Buy-Out Price B" means:
(a) the Senior Debt Amount, plus
(b) the Equity Amount, plus
(c) an amount equal to the Rate of Return on the Equity Amount compounded annually from the Effective Date (or, if later, the date any portion of the Equity Amount was actually contributed to the Company) until the earlier of (i) the Calculation Date and (ii) the [Required Operations Start Date]; plus
(d) Termination Costs, minus
(e) the Cash Amount, minus
(f) any unpaid amounts due to the Agency by the Company up to and including the Calculation Date.
"Buy-Out Price C" means:
(a) the Senior Debt Amount, plus
(b) the Equity Amount, plus
(c) an amount equal to the Adjusted Value of the Rate of Return on the Equity Amount compounded annually from the Effective Date (or, if later, the date any portion of the Equity Amount was actually contributed to the Company) until the date [60] calendar months after the Calculation Date; minus
(d) the Adjusted Value of dividends and distributions made by the Company to its shareholders (including interest paid on shareholder loans) from the [Required Operations Start Date] to the Calculation Date; plus
(e) Termination Costs, minus
(f) the Cash Amount, minus
(g) any unpaid amounts due to the Agency by the Company up to and including the Calculation Date;
and if the sum of (c) and (d) of this definition is less than zero, (c) plus (d) shall be deemed to equal zero.
"Calculation Date" means the date specified for termination of this Agreement in the relevant termination notice.
"Cash Amount" means the aggregate amount of cash held by the Company as of the Calculation Date, including cash on hand and the credit balance of any deposit, money market, reserve or securities accounts maintained with any bank or other financial institution.
"Equity Amount" means the amount of capital actually contributed or caused to be contributed by the Shareholders or any Affiliate of a Shareholder (including indebtedness for money borrowed by the Company from a Shareholder or Affiliate of a Shareholder which by its terms is subordinated to any indebtedness for borrowed money incurred by the Company under any of the Financing Agreements) as of the Calculation Date; but for the purposes of the calculations in this Schedule 23, that amount may not exceed the Equity Commitment.
"Equity Commitment" means the amount required to be paid by or on behalf of the Shareholders for shares of the Company and to be provided by or on behalf of the Shareholders through loans to the Company in accordance with the Financing Agreements.
"Principal Amount" means the amount required to repay the principal amount of the Senior Debt outstanding at the Calculation Date to the extent such principal amount was actually applied for the purposes of financing the Works.
"Rate of Return" means [15]% (nominal).
"Senior Debt Amount" means an amount equal to the sum of:
(a) the Principal Amount;
(b) Accrued Interest; and
(c) Breakage Costs.
"Senior Debt" means all amounts required to be paid or repaid by the Company (excluding any indebtedness constituting Equity and any amounts paid or repaid in respect thereof) pursuant to the Financing Agreements as in effect at the Effective Date.
"Termination Costs" means:
(a) all Taxes payable by the Company as a result of the termination of this Agreement, the transfer of the Project Assets to the Agency and the payment to the Company of any amount in consideration of that transfer; and
(b) all amounts payable b y the Company with respect to costs incurred by any subcontractor as a result of the termination of this Agreement, subject to a maximum of [•]% of the Total Project Cost.