45  Compensation on Corrupt Gifts, Fraud and Refinancing Breaches

45.1  On termination of this Agreement in accordance with clauses 37.6 (Termination by the Authority for Breach of the Refinancing Provisions) or 37.7 (Termination for Corrupt Gifts and Fraud), then the Authority shall pay to the Contractor:

(a)  where the Authority has exercised its Termination Option an amount equal to:

(i)  the Revised Senior Debt Termination Amount; and

(ii)  the lower of the EUV-SH of the Leases and the Lender RV Element

(b)  where the Authority has not exercised its Termination Option an amount equal to:

(i)  the Revised Senior Debt Termination Amount;

less

(ii)  the Authority's Residual Value Overage Share,

such amount shall be determined and paid in accordance with clauses 48 (Miscellaneous Compensation Provisions) and 49 (Method of Payment).

45.2  Where the Authority has exercised its Termination Option the Contractor shall transfer its right, title and interest in and to the Assets at the time set out in and as provided for in clause 46.1 (Assets and Transition to the Authority or to another contractor).

45.3  Where the Authority has not exercised its Termination Option the Contractor shall be entitled to retain its right, title and interest in and to the Assets in respect of Sites where Leases have been granted and the Authority shall be entitled to retain or to have transferred to it by the Contractor all right, title and interest in and to the Assets in respect of Sites where Leases have not been granted at the time set out in and as provided for in clause 46.1 (Assets and Transition to the Authority or to another contractor).