(1)  If this PPP Contract is terminated for (i) Contracting Authority Default in accordance with Clause [insert], (ii) Material Adverse Government Action in accordance with Clause [insert], (iii) Change in Law in accordance with Clause [insert] or (iv) Voluntary Termination in accordance with Clause [insert], the Contracting Authority shall pay the Private Partner an amount equal to the sum of:

(a)  Outstanding Senior Debt; plus

(b)  redundancy payments for employees of the Private Partner that have been or will be reasonably incurred by the Private Partner as a direct result of termination of this PPP Contract; plus

(c)  any Sub-Contractor Breakage Costs; plus

(d)  [select from Option (1)(a), (1)(b), or (1)(c) below depending on the required valuation method for the payments due to the equity party]

•  Option 1(a): an amount which, when taken together with any Distributions paid, interest paid and principal repaid under the Subordinated Finance Documents on or before the Termination Date, taking account of the actual timing of such payments, results in a real IRR on the share capital subscribed and amounts advanced to the Private Partner under the Subordinated Finance Documents equal to the Base Case Equity IRR; or

•  Option 1(b): the aggregate amount for which the share capital of the Private Partner and the receivables arising under Subordinated Finance Documents could have been sold on an open market basis, under the assumption that there is no default by the Contracting Authority, that no Material Adverse Government Action or Qualifying Change in Law has occurred, that the sale is on a going concern basis and that no restrictions exist on the transfer of the share capital; or

•  Option 1(c): the NPV of forecast Distributions and interest to be paid and principal to be repaid under the Subordinated Finance Documents as at the Termination Date, based on the Original Base Case, each amount discounted back at the Base Case Equity IRR from the date on which it is shown to be payable in the Original Base Case to the Termination Date].