15.3  Negotiations and objectives

Following agreement as to the occurrence of a material adverse effect from a Possible Key Risk Event the parties must negotiate in good faith to agree on a method of redress that achieves the objective of enabling the private party to:

(a)  repay the debt financiers the interest and principal payments owing under the financing agreements when such amounts are due (without having regard to acceleration of the obligation to repay); and

(b)  pay the equity investors an appropriate return, for example, the lower of the return they would have received if the Possible Key Risk Event had not occurred or the Base Case Equity Return.

If the private party was not able to pay or repay the debt financiers the amounts owing under the financing agreements or to pay the equity investors the Base Case Equity Return prior to the occurrence of the Possible Key Risk Event, then the objectives of the negotiations will be for the private party to have an equivalent ability to do so as it had prior to the occurrence of the Possible Key Risk Event.