47.4  Other Handover obligations

Project Co must:

(a)  (Handover Management Sub-Plan): deliver to the State everything that is required under the Handover Management Sub-Plan;

(b)  (transfer of rights, title and interest): transfer (or procure the transfer) to the State or its nominee all rights, title and interest, in and to the Project Assets and the additional plant, machinery and equipment (other than the Services Equipment) of Project Co and the Subcontractors (if the relevant Subcontractors are not engaged to carry out similar activities to the Project Activities after the Expiry Date) to allow the State or any Project Successor to operate, maintain and repair the Project Assets after the Expiry Date to the standards required of Project Co under this Deed;

(c)  (assignment of warranties and guarantees): procure that all warranties and guarantees in respect of the Project Assets and Returned Assets (including the Warranted Life Warranties) and Services undertaken in respect of the Project Assets that remain in force at the Expiry Date are assigned to the State or its nominee free from any Encumbrance;

(d)  (delivery of information): update (as applicable) and deliver to the State or its nominee all Project Co Material not previously delivered to the State;

(e)  (payment of insurance proceeds): deposit in the Insurance Proceeds Account any insurance proceeds Project Co has received from any Insurances for the repair, reinstatement or replacement of the Project Assets to the extent not already repaired, reinstated or replaced, and assign to the State any rights available to Project Co under the Insurances in respect of the repair, reinstatement and replacement of the Project Assets;

(f)  (operations management and control systems): provide to the State all software, hardware, equipment, materials and documentation necessary or desirable in order for the State or the Project Successor to fully operate and maintain the Maintained Assets and otherwise perform the Services, if the Expiry Date occurs:

(i)  prior to the Date of Commercial Acceptance, to the extent reasonably practicable taking into account the progress of the Works as at the Expiry Date; or

(ii)  on or after the Date of Commercial Acceptance, so that the State or any Project Successor can fully operate and maintain the Maintained Assets and otherwise perform the Services; and

(g)  (transfer of approvals): do all acts and things necessary to enable the State or any Project Successor to have transferred to it, or to obtain, all existing Approvals necessary to continue to carry out the activities similar to the Project Activities after the Expiry Date,

by the Expiry Date or if the Expiry Date is prior to the Final Expiry Date, and the State Representative, acting reasonably, determines such requirements cannot be met by the Expiry Date, as soon as practicable after the Expiry Date.