(a) (Establish account): Project Co must:
(i) establish the Insurance Proceeds Account on or before Financial Close;
(ii) maintain that account in the joint names of Project Co and the State with a financial institution nominated by Project Co and approved by the State (such approval not to be unreasonably withheld or delayed) or with a financial institution that is a party to, or whose trustee or agent is a party to, the Finance Direct Deed;
(iii) give details of that account to the State on or before Financial Close;
(iv) notify the financial institution referred to in clause 44.10(a)(ii) of the charge over the Insurance Proceeds Account in accordance with the State Security and procure acknowledgement of the notice from the financial institution and provide a copy of that to the State in each case on or before Financial Close; and
(v) procure the agreement of the financial institution referred to in clause 44.10(a)(ii) not to exercise any right of set-off or counterclaim in relation to the Insurance Proceeds Account on or before Financial Close.
(b) (Deposit insurance proceeds): All insurance proceeds received from insurers by Project Co or the State under the Contract Works Insurance (other than proceeds of the delay in start-up section of the policy), the Industrial Special Risks Insurance (other than proceeds of the business interruption section of the policy) and the Marine Transit Insurance (other than proceeds of the delay in start-up section of the policy) must be deposited by the recipient into the Insurance Proceeds Account.
(c) (Application of amounts): Subject to clause 44.10(e), amounts in the Insurance Proceeds Account may only be applied towards the repair or reinstatement of the Project Assets or as part of any Termination Payment.
(d) (Records): If amounts in the Insurance Proceeds Account are used for repair or reinstatement of the Project Assets, Project Co must give the State records of expenditure from the Insurance Proceeds Account within 20 Business Days after such expenditure.
(e) (Surplus funds): Any funds remaining in the Insurance Proceeds Account after application in connection with repair or reinstatement of the Project Assets will, subject to any right of set-off the State may have against Project Co under the State Project Documents, be payable to Project Co.