(a) (Termination Payment): Subject to clause 46.6(c):
(i) if the Termination Payment is a positive amount, the State must pay to Project Co; and
(ii) if the Termination Payment is a negative amount, Project Co must pay to the State the absolute value of,
in accordance with clause 46.6(b) and as a debt due and payable, the relevant Termination Payment, being:
(iii) for termination of this Deed for convenience under clause 46.2, the Termination Payment calculated under section 5 of the Termination Payments Schedule;
(iv) for termination of this Deed under clause 46.3, the Termination Payment set out in section 6 of the Termination Payments Schedule; or
(v) for termination of this Deed under clause 46.4, the Termination Payment calculated under section 3 or section 4 of the Termination Payments Schedule (as applicable).
(b) (Timing): Subject to clause 46.6(c), the relevant party must make the Termination Payment on the date (if any) specified in the Termination Payments Schedule for that Termination Payment, or if no such date is specified, no later than 20 Business Days after the later of:
(i) the Expiry Date;
(ii) the date on which the amount of the relevant Termination Payment is agreed by the State and Project Co or, failing agreement, is determined by an independent expert in accordance with the Termination Payments Schedule or clause 49 (as applicable); and
(iii) in the case of a Default Termination Payment (as defined in the Termination Payments Schedule), the Compensation Date.
(c) (Project Co obligations): The State's obligation to make a Termination Payment to Project Co under clause 46.6(a) is subject to Project Co having delivered up the vacated Project Area and the Project Assets to the State and met the requirements in clause 47.2(a)(v), clause 47.2(a)(vi), clause 47.2(d) and clause 47.4.
(d) (State's rights): If the State is not satisfied that Project Co has satisfied its obligations under clause 46.6(c), and otherwise met all other obligations that Project Co is required to meet to the State at the Expiry Date under this Deed, Project Co will be Liable to the State for the amount that is reasonably necessary to cover the State's expected costs of performing (or procuring others to perform) those obligations as a debt due and payable by Project Co to the State.
(e) (Final Refurbishment Works): Without limiting the parties' rights and liabilities under clause 47, clause 46.6(d) does not apply in respect of the State's rights and Project Co's liabilities in respect of Final Refurbishment Works.