1.1 If the Board terminates this Agreement pursuant to Clause 54.3 (Corrupt Gifts) or Clause 44.1(c)(ii) (Refinancing) the Board shall pay to Project Co the "Corrupt Gifts Termination Sum" as set out in paragraph 1.2.
1.2 The Corrupt Gifts Termination Sum shall be:
(a) an amount equal to the Revised Senior Debt Termination Amount;
LESS, to the extent it is a positive number, the aggregate of (without double counting):
(b) the value of any right to receive insurance proceeds (save where such insurance proceeds are held in the Insurance Proceeds Account and are to be applied in accordance with Clause 36.19 of this Agreement in reinstatement, restoration or replacement or, in the case of third party legal liability or employer's liability, in satisfaction of the claim, demand, proceeding or liability) or sums due and payable from third parties (but only when received from third parties) but excluding any claims under any Sub-Contracts or claims against other third parties which have not been determined or which have been determined but not paid provided that in such case Project Co shall assign any such rights and claims under the Sub-Contracts or claims against other third parties to the Board and give the Board reasonable assistance in prosecuting such claims; and
(c) to the extent realised before the Invoice Date, the market value of any other assets and rights of Project Co (other than those transferred to the Board pursuant to this Agreement) less liabilities of Project Co properly incurred in carrying out its obligations under this Agreement as at the Termination Date provided that no account should be taken of any liabilities and obligations of Project Co arising out of:
(i) agreements or arrangements entered into by Project Co to the extent that such agreements or arrangements were not entered into in connection with Project Co's obligations in relation to the Project; and
(ii) agreements or arrangements entered into by Project Co to the extent that such agreements or arrangements were not entered into in the ordinary course of business and on commercial arm's length terms.
1.3 To the extent that such assets and rights referred to in paragraph 1.2(c) above are not realised and applied pursuant to that paragraph, Project Co shall on payment of the Corrupt Gifts Termination Sum assign such assets and rights to the Board.
1.4 The Corrupt Gifts Termination Sum shall be paid in accordance with Section E of this Part 23 of the Schedule.