48.12 To avoid doubt, the Board's obligations to make any payment of compensation to Project Co pursuant to this Clause are subject to the Board's rights under Clause 35.6 (Set-Off), save that the Board agrees not to set-off any amount agreed or determined as due and payable by Project Co to the Board against any payment of termination compensation (whether payable as a lump sum or in instalments) under Clauses 48.1 (Force Majeure), 48.3 (Board Events of Default), 48.4 (Voluntary Termination) and 48.5 (Corrupt Gifts), except to the extent that such termination payment exceeds the Base Senior Debt Amount or the Revised Senior Debt Termination Amount (as the case may be) at that time.
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149 The limits on Boards' rights of set-off do not apply to compensation payable on termination for Project Co default.