Subject to sections 6.1 and 6.2, the Force Majeure Termination Payment where this Deed is terminated as a consequence of the occurrence of a Force Majeure Termination Event will be calculated as follows:
TP = A - D +/- G - H + J - M - O
where:
TP = the Force Majeure Termination Payment;
A = the Project Debt as at the Expiry Date (but disregarding the impact of any modelled payment of the State Contribution on the amount forecast in the Financial Model to be owing to the Financiers as at that date, where such State Contribution is due and payable under this Deed but has not been paid to Project Co);
D = any Liability of Project Co to the State under the State Project Documents, including all amounts in respect of which the State is entitled to exercise a right of set-off under this Deed (but subject to clauses 43.11(c) and (d) (other than clause 43.11(d)(vi)(E)(3)));
G = the amount of costs incurred or gains realised by Project Co (acting reasonably) as a direct result of terminating the Finance Documents, including as a result of terminating or reversing any derivative position or arising from prepayment of debt or interest, in each case arising from the State's or Project Co's election to terminate this Deed as a consequence of the occurrence of a Force Majeure Termination Event. If the net amount is a gain, it should be a deduction from, and if it is a cost, it should be an addition to, this Termination for Force Majeure Payment;
H = the aggregate of:
(i) any Insurance proceeds:
A. that would have been received before the Expiry Date but for an Insurance Failure Event and which if so received would have been, or would have been required to be, applied towards any other component of the Termination for Force Majeure Payment calculated under this section 6.3; and
B. received or receivable by Project Co at any time during the period between the Expiry Date and the Compensation Date, except for Insurance proceeds:
1) that are required under the Project Documents to be (and are) applied to repairing or reinstating the Works or the Project Assets; or
2) representing Insurance indemnification of Project Co against liabilities to third parties;
(ii) any other amounts owing to Project Co; and
(iii) any credit balances standing in accounts held by or for the benefit of Project Co on the Expiry Date (other than those amounts which Project Co holds on trust for a subcontractor in those accounts in accordance with the Finance Documents),
in each case only to the extent that it has not otherwise been taken into account in calculating the Termination for Force Majeure Payment under this section 6.3;
J = any amounts owing by the State to Project Co under the State Project Documents as at the Expiry Date (including the amount of any Service Payments or Floating Rate Component which has accrued but not been paid as at the Expiry Date) but excluding any State Contribution which is owing as at the Expiry Date;
M = any third party amounts paid to Project Co at any time during the period between the Expiry Date and the Compensation Date; and
O = to the extent such amounts are outstanding at the Expiry Date, any amounts included in item A that are intended (as described in the Financial Model) to be refinanced in the form of equity or subordinated debt treated as equity, such amount including any accrued, deferred or rolled up interest.
In calculating items A to O, there will be no double counting of amounts.