1.1 If the Authority terminates this Agreement pursuant to Clause 40.1.3, Clause 44.3 or Clause 45 (Breach of NPD Requirements) the Authority shall pay to Project Co 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):
1.1.1 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 53.19 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 Authority and give the Authority reasonable assistance in prosecuting such claims; and
1.1.2 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 Authority 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:
(a) 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
(b) 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.
1.2 To the extent that such assets and rights referred to in paragraph 1.1.2 above are not realised and applied pursuant to that paragraph, Project Co shall, on payment of the sum referred to in paragraph 1.1 above, assign such assets and rights to the Authority.
1.3 The sum referred to in paragraph 1.1 above shall be paid in accordance with Section 5 (General) of this Schedule Part 17 (Compensation on Termination).