Buy-Out - Termination by Company

(a)  If the Company terminates the Agreement under Section 15.2 (Agency Events of Default), Section 20.1 (Termination Due to an Event of Default) or Section 20.2 (Termination Due to Prolonged Force Majeure Event) of the Agreement, the Agency shall pay to the Company an amount equal to:

(i)  Buy-Out Price B if such termination occurs before the Required Operations Start Date; or

(ii)  Buy-Out Price C if such termination occurs on or after the Required Operations Start Date.

(b) If such termination occurs as a result of a Force Majeure Event, the BuyOut Price under paragraph 3.1(a) shall be reduced by the amount receivable by the Company from insurance in respect of such Force Majeure Event.