4.4  How to calculate compensation for Force Majeure during the Operational Phase

The Operational Phase Force Majeure Event Costs will be calculated as follows:

FMC = D + E 

where

D =  the lesser of the amount by which Project Co is not able to pay:

(i)  its scheduled principal repayments and interest on Actual Debt then due and payable by Project Co; and

(ii)  its principal repayments and interest on the amounts referred to in paragraph (b) of the definition of Project Debt then due and payable as scheduled in the Financial Model

from the Service Payment payable (if any) following Abatement in respect of the Force Majeure Event accordance with clause 32.4(b); and

E =  the minimum amount necessary to ensure that Project Co receives:

(i)  the amount of the Service Payment which is referrable to those Services that Project Co is continuing to deliver in accordance with this Deed despite the relevant Force Majeure Event (such amount to be based on the costs for the relevant Services as set out in the Financial Model) for the period during which Project Co's obligations are suspended in accordance with clause 32.2 as a consequence of the relevant Force Majeure Event; and

(ii)  the amount of:

A.  for the period during which Project Co's obligations are suspended in accordance with clause 32.2 as a consequence of the relevant Force Majeure Event, the component of the Service Payment for any Planned Lifecycle Activities that Project Co continues to undertake in accordance with this Deed during the period of suspension despite the relevant Force Majeure Event; and

B.  upon cessation of the suspension for the relevant Force Majeure Event in accordance with clause 32.8 (and provided this Deed has not been terminated in accordance with clause 46), the component of the Service Payment for any Planned Lifecycle Activities that otherwise would have been due and payable to Project Co by the State but for the suspension for the period during which Project Co's obligations are suspended in accordance with clause 32.2 as a consequence of the relevant Force Majeure Event,

less the amounts included in any Service Payment payable following Abatement in respect of a Force Majeure Event in accordance with clause 32.4(b).