Common use of Application of Proceeds of Insurance Clause in Contracts

Application of Proceeds of Insurance. Project Co shall ensure that the insurers under any of the policies of Required Insurance pay the proceeds of insurance under such policies as follows: (a) in the case of any policy for the insurance referred to in any of Sections 1.1 [Third Party Liability Insurance During Construction], 1.3 [Automobile Insurance] and 2.1 [Insurance – Operation and Maintenance] of Schedule 15, the proceeds of insurance shall be paid directly to the third party or, where any insured party has discharged the relevant liability to the third party prior to the payment of any relevant insurance proceeds, to the insured party who discharged the relevant liability; (b) in the case of any policy for the insurance referred to in Section 1.4(a) of Schedule 15 [Insurance Requirements] (excluding any delay in start up, extra expense, business interruption, loss of income or loss of profits insurance proceeds payable under any such policy), the proceeds of insurance shall be paid to the Insurance Trustee as first loss payee, except where: (i) Project Co has already Totally Completed the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds; or (ii) the insurance proceeds payable in respect of any single claim made under the relevant insurance policy is equal to or less than $15,000,000; in either of which cases the Province shall direct that the proceeds be paid directly to Project Co or the relevant insured; provided that, where the proceeds of any such insurance policy (other than any delay in start up, extra expense, business interruption or loss of profits insurance policy proceeds payable to Project Co) are paid to Project Co in respect of any single claim equal to or less than $15,000,000, Project Co shall ensure that such proceeds are applied to the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds and not for any other purpose; and provided further that, where the proceeds of such policies of insurance are payable in whole or in part to the Insurance Trustee pursuant to this Section 6.18(b) (such proceeds, together with any interest, distribution or other gain from time to time received by the Insurance Trustee in respect thereof pursuant to Section 4.2 [Investment of Property Damage Insurance Records] of the Insurance Trust Agreement, are called the “Property Damage Insurance Proceeds”), then either Section 6.18(c) or Section 6.18(d) as applicable shall apply; (c) if Project Co has, in accordance with the provisions of the relevant Reinstatement Plan, entered into a contract with a third party for the purpose of carrying out the Reinstatement Work in respect of the damage or destruction that gave rise to Property Damage Insurance Proceeds being paid by insurers to the Insurance Trustee: (i) if, in accordance with such contract, Project Co is required to make a payment to such third party for such purpose, and if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of an invoice from such third party to Project Co for payment of the cost of such Reinstatement Work; (B) such supporting documentation and detail as may be required by the Province with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof including documents and information to establish and verify the applicable matters for consideration in accordance with Sections 2.6 of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation of Project Co addressed to the Province that the amount of the invoice is justly due and payable in accordance with the relevant contract and that Project Co requires such invoice to be discharged out of the Property Damage Insurance Proceeds, then the Province shall, not later than the later of: (E) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(c)(i)(A) to (D) inclusive; and (F) the date that is seven Business Days prior to the due date for payment of such invoice by Project Co under the terms of the relevant contract, authorize and direct the Insurance Trustee in writing to pay to the relevant third party, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount of such invoice; and (ii) upon the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(c)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; (d) if Project Co itself, in accordance with the provisions of the relevant Reinstatement Plan, carries out the Reinstatement Work in respect of which the Insurance Proceeds have been paid to the Insurance Trustee, then: (i) if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a certificate from Project Co addressed to the Province confirming in writing the amount of the Property Damage Insurance Proceeds claimed by Project Co, based on the value of the Reinstatement Work carried out by Project Co; (B) such supporting documentation and detail as may be required by the Province with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof (which may include a Xxxx-up for overhead and profit in accordance with Section 2.4 [Valuation of Change in Costs] of Schedule 11) including documents and information to establish and verify the applicable mattersto be considered in accordance with Section 2.6 of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation from Project Co addressed to the Province that the amount of the certificate is justly due and payable in accordance with this Agreement and that Project Co requires such certificate to be discharged out of the Property Damage Insurance Proceeds, then the Province shall, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Section 6.18(d)(i)(A) to (D) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount claimed in such certificate; and (ii) upon the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(d)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; and (e) in the case of any insurance other than that referred to in Sections 6.18(a) and (b), proceeds shall be paid so as to ensure the performance by Project Co of its obligations under this Agreement. Proceeds of delay in start up insurance and business interruption insurance may be used to pay Project Co’s debt service and other costs incurred by Project Co covered by such insurance and if so paid shall be deemed to have been paid to ensure the performance by Project Co of its obligations under this Agreement.

Application of Proceeds of Insurance. Project Co ‌ The Primary Contractor shall ensure that the insurers under any of the policies of Required Insurance pay the proceeds of insurance under such policies as follows: (a) in the case of any policy for the insurance referred to in any of Sections 1.1 1 [Third Party Liability Insurance During Construction], 1.3 ] and 3 [Automobile Insurance] and 2.1 of Schedule 14 [Insurance – Operation and Maintenance] of Schedule 15Requirements], the proceeds of insurance shall be paid directly to the third party or, or,‌ where any insured party has discharged the relevant liability to the third party prior to the payment of any relevant insurance proceeds, to the insured party who discharged the relevant liability; (b) in the case of any policy for the insurance referred to in Section 1.4(a4.1(a)(i)(A)(1) and (2) of Schedule 15 14 [Insurance Requirements] (excluding any delay in start up, extra expense, business interruption, loss of income or loss of profits insurance proceeds payable under any such policy)], the proceeds of insurance shall be paid to the Insurance Trustee Province as first sole loss payee, except where:where:‌‌ (i) Project Co the Primary Contractor has already Totally Completed totally completed the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds; or (ii) the insurance proceeds payable in respect of any single claim made under the relevant insurance policy is equal to or less than $15,000,00010,000,000.00; and in either of which cases cases, the Province shall direct that the proceeds be paid directly to Project Co the Primary Contractor or the relevant insured; provided that, where the proceeds of any such insurance policy (other than any delay in start up, extra expense, business interruption or loss of profits insurance policy proceeds payable to Project Cothe Primary Contractor) are paid to Project Co the Primary Contractor in respect of any single claim equal to or less than $15,000,00010,000,000.00, Project Co the Primary Contractor shall ensure that such proceeds are applied to the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds and not for any other purpose; and provided further that, where the proceeds of such policies of insurance are payable in whole or in part to the Insurance Trustee Province as loss payee pursuant to this Section 6.18(b7.18(b) (such proceeds, together with any interest, distribution or other gain from time to time proceeds received by the Insurance Trustee in respect thereof pursuant to Section 4.2 [Investment of Property Damage Insurance Records] of the Insurance Trust Agreement, are Province being called the “Property Damage Insurance Proceeds”), then either Section 6.18(c7.18(c) or Section 6.18(d7.18(d) as applicable shall apply; (c) if Project Co the Primary Contractor has, in accordance with the provisions of the relevant Reinstatement Plan, entered into a contract with a third party for the purpose of carrying out the Reinstatement Work in respect of the damage or destruction that gave rise to Property Damage Insurance Proceeds being paid by insurers to the Insurance Trustee:Province, then:‌‌ (i) if, in accordance with such contract, Project Co the Primary Contractor is required to make a payment to such third party for such purpose, and if Project Co the Primary Contractor submits to the Province’s Representative for review, acting reasonably, pursuant to the Review Procedure: (A) a copy of an invoice from such third party to Project Co the Primary Contractor for payment of the cost of such Reinstatement Work;Work;‌ (B) such supporting documentation and detail as may be required by the Province Province’s Representative with respect to the Reinstatement Work that is the subject of the invoice and including details of the cost thereof including documents and information to establish and verify the applicable matters for consideration in accordance with Sections 2.6 of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the amount of the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province’s Representative) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to ContractorsSubcontractors] of Schedule 8 and Section 6.12 7.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation certification of Project Co the Primary Contractor addressed to the Province that the amount of the invoice is justly due and payable in accordance with the relevant contract and that Project Co the Primary Contractor requires such invoice to be discharged out of the Property Damage Insurance Proceeds,‌ then the Province shall, not later than the later of: (E) the date that is 15 Business Days after the date on which there has been (or deemed to have been) no objection by the Province’s Representative under the Review Procedure to the submittal referred to in Sections 7.18(c)(i)(A) to (D) inclusive;‌ (F) the date that is seven Business Days prior to the due date for payment of such invoice by the Primary Contractor under the terms of the relevant contract; and (G) the date that is 15 Business Days after receipt by the Province of the Property Damage Insurance Proceeds in respect of the relevant Reinstatement Work, pay to the relevant third party, out of the Property Damage Insurance Proceeds paid to the Province on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Province and the amount of such invoice; and (ii) upon the issuance of a Certificate of Total Completion (Reinstatement Work) in respect of the Reinstatement Work pursuant to the Design and Construction Certification Procedures, if the Primary Contractor submits to the Province’s Representative for review, acting reasonably, pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion (Reinstatement Work) in respect of such Reinstatement Work;‌‌ (B) an invoice for payment to the Primary Contractor of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province’s Representative) that the provisions of Section 4.2 [Compliance with Builders Lien Act and Payments to Subcontractors] and Section 7.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work,‌ the Province shall, subject to any specific requirements of the insurers, not later than the later of: (D) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province’s Representative under the Review Procedure to the submittal referred to in Sections 7.18(c)(ii)(A) to (C) inclusive; and‌ (E) the date that is 15 Business Days after receipt by the Province of the Property Damage Insurance Proceeds in respect of the relevant Reinstatement Work, pay to the Primary Contractor the balance (if any) of the Property Damage Insurance Proceeds paid to the Province on account of the damage or destruction to which the Reinstatement Work relates;‌ (d) if the Primary Contractor itself, in accordance with the provisions of the relevant Reinstatement Plan, carries out the Reinstatement Work in respect of which the Insurance Proceeds have been paid to the Province, then: (i) if the Primary Contractor submits to the Province’s Representative for review, acting reasonably, pursuant to the Review Procedure: (A) a certificate from the Primary Contractor addressed to the Province, confirming in writing the amount of the Property Damage Insurance Proceeds claimed by the Primary Contractor, based on the value of the Reinstatement Work carried out by the Primary Contractor;‌ (B) such supporting documentation and detail as may be reasonably required by the Province’s Representative with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof (which may include a Xxxx-up for overhead and profit in accordance with Sections 2.3(c) and 2.4(c) of Schedule 10 [Changes]) including details of the cost of the Reinstatement Work and the amount of the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province’s Representative) that the provisions of Section 4.2 [Compliance with Builders Lien Act and Payments to Subcontractors] and Section 7.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written certification from the Primary Contractor addressed to the Province that the amount of the certificate is justly due and payable in accordance with this Agreement and that the Primary Contractor requires such certificate to be discharged out of the Property Damage Insurance Proceeds,‌ then the Province shall, not later than the later of: (E) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Sections 6.18(c)(i)(ASection 7.18(d)(i)(A) to (D) inclusive; and (F) the date that is seven 15 Business Days prior to after receipt by the due date for payment Province of such invoice by Project Co under the terms Property Damage Insurance Proceeds in respect of the relevant contractReinstatement Work, authorize and direct the Insurance Trustee in writing to pay to the relevant third partyPrimary Contractor, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee Province on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee Province and the amount of claimed in such invoicecertificate; and (ii) upon the issuance of a Certificate of Total Completion (Reinstatement Work) in respect of the Reinstatement Work pursuant to the Design and Construction Certification ProcedureProcedures, if Project Co the Primary Contractor submits to the Province’s Representative for review, acting reasonably, pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion (Reinstatement Work) in respect of such Reinstatement Work;Work;‌ (B) an invoice for payment to Project Co the Primary Contractor of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province’s Representative) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to ContractorsSubcontractors] of Schedule 8 and Section 6.12 7.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, Work,‌ the Province shall, subject to any specific requirements of the applicable insurers, within not later than the later of: (D) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Sections 6.18(c)(ii)(A7.18(d)(ii)(A) to (C) inclusive, authorize and direct ; and (E) the date that is 15 Business Days after receipt by the Province of the Property Damage Insurance Trustee Proceeds in writing to respect of the relevant Reinstatement Work pay to Project Co the Primary Contractor the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee Province on account of the damage or destruction to which the Reinstatement Work relates; (d) if Project Co itself, in accordance with the provisions of the relevant Reinstatement Plan, carries out the Reinstatement Work in respect of which the Insurance Proceeds have been paid to the Insurance Trustee, then: (i) if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a certificate from Project Co addressed to the Province confirming in writing the amount of the Property Damage Insurance Proceeds claimed by Project Co, based on the value of the Reinstatement Work carried out by Project Co; (B) such supporting documentation and detail as may be required by the Province with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof (which may include a Xxxx-up for overhead and profit in accordance with Section 2.4 [Valuation of Change in Costs] of Schedule 11) including documents and information to establish and verify the applicable mattersto be considered in accordance with Section 2.6 of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation from Project Co addressed to the Province that the amount of the certificate is justly due and payable in accordance with this Agreement and that Project Co requires such certificate to be discharged out of the Property Damage Insurance Proceeds, then the Province shall, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Section 6.18(d)(i)(A) to (D) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount claimed in such certificate; and (ii) upon the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(d)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; and (e) in the case of any policy for the insurance referred to in Section 4.1(1)(a)(ii) of Schedule 14 [Insurance Requirements], the proceeds of insurance shall be paid directly to TransLink; (f) proceeds of any insurance other than that referred to in Sections 6.18(a) and 7.18(a), (b), proceeds (c) and (e) shall be paid so as to ensure the performance by Project Co the Province and the Primary Contractor of its their obligations under this Agreement. ; and (g) the Primary Contractor shall ensure that the Required Insurance is in compliance with this Section 7.18 [Application of Proceeds of delay in start up insurance and business interruption insurance may be used to pay Project Co’s debt service and other costs incurred by Project Co covered by such insurance and if so paid shall be deemed to have been paid to ensure the performance by Project Co of its obligations under this AgreementInsurance].

Application of Proceeds of Insurance. Project Co The Concessionaire shall ensure that the insurers under any of the policies of Required Insurance pay the proceeds of insurance under such policies as follows: (a) in the case of any policy for the insurance referred to in any of Sections 1.1 [Third Party Liability Insurance During Construction], 1.3 [Automobile Insurance], 2.1 [Third Party Liability Insurance During Operations] and 2.1 2.3 [Insurance – Operation and MaintenanceAutomobile Insurance] of Schedule 15, the proceeds of insurance shall be paid directly to the third party or, where any insured party has discharged the relevant liability to the third party prior to the payment of any relevant insurance proceeds, to the insured party who discharged the relevant liability; (b) in the case of any policy for the insurance referred to in Section either of Sections 1.4(a) or 3.1(a) of Schedule 15 [Insurance Requirements] (excluding any delay in start up, extra expense, business interruption, loss of income or loss of profits insurance proceeds payable under any such policy), the proceeds of insurance shall be paid to the Insurance Trustee as first loss payee, except where: (i) Project Co the Concessionaire has already Totally Completed the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds; or (ii) the insurance proceeds payable in respect of any single claim made under the relevant insurance policy is equal to or less than $15,000,00015,000,000 (index linked); in either of which cases the Province shall direct that the proceeds may be paid directly to Project Co the Concessionaire or the relevant insured; provided that, where the proceeds of any such insurance policy (other than any delay in start up, extra expense, business interruption or loss of profits insurance policy proceeds payable to Project Cothe Concessionaire) are paid to Project Co the Concessionaire in respect of any single claim equal to or less than $15,000,00015,000,000 (index linked), Project Co the Concessionaire shall ensure that such proceeds are applied to the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds and not for any other purpose; and provided further that, where the proceeds of such policies of insurance are payable in whole or in part to the Insurance Trustee pursuant to this Section 6.18(b) (such proceeds, together with any interest, distribution or other gain from time to time received by the Insurance Trustee in respect thereof pursuant to Section 4.2 [Investment of Property Damage Insurance Records] of the Insurance Trust Agreement, are called the “Property Damage Insurance Proceeds”), then either Section 6.18(c) or Section 6.18(d) as applicable shall apply; (c) if Project Co the Concessionaire has, in accordance with the provisions of the relevant Reinstatement Plan, entered into a contract with a third party for the purpose of carrying out the Reinstatement Work in respect of the damage or destruction that gave rise to Property Damage Insurance Proceeds being paid by insurers to the Insurance Trustee: (i) if, in accordance with such contract, Project Co the Concessionaire is required to make a payment to such third party for such purpose, and if Project Co the Concessionaire submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of an invoice from such third party to Project Co the Concessionaire for payment of the cost of such Reinstatement Work; (B) such supporting documentation and detail as may be reasonably required by the Province Province’s Representative with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof including documents and information to establish and verify the applicable matters for consideration referred to in accordance with Sections 2.6 2.7(d)(i) to (v) inclusive of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard British Columbia Ministry of Transportation and Infrastructure evidence (or other evidence satisfactory to the Province’s Representative acting reasonably) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation of Project Co the Concessionaire addressed to the Province that the amount of the invoice is justly due and payable in accordance with the relevant contract and that Project Co the Concessionaire requires such invoice to be discharged out of the Property Damage Insurance Proceeds, ; then the Province shall, not later than the later of: (E) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Sections 6.18(c)(i)(A) to (D) inclusive; and (F) the date that is seven Business Days prior to the due date for payment of such invoice by Project Co the Concessionaire under the terms of the relevant contract, ; authorize and direct the Insurance Trustee in writing to pay to the relevant third party, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount of such invoice; and (ii) upon completion of the relevant Reinstatement Work and the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co the Concessionaire submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co the Concessionaire of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard British Columbia Ministry of Transportation and Infrastructure evidence (or other evidence satisfactory to the Province’s Representative acting reasonably) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, ; the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Sections 6.18(c)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the Concessionaire the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; (d) if Project Co the Concessionaire itself, in accordance with the provisions of the relevant Reinstatement Plan, carries out the Reinstatement Work in respect of which the Insurance Proceeds have been paid to the Insurance Trustee, then: (i) if Project Co the Concessionaire submits to the Province’s Representative pursuant to the Review Procedure: (A) a certificate from Project Co the Concessionaire addressed to the Province confirming in writing the amount of the Property Damage Insurance Proceeds claimed by Project Cothe Concessionaire, based on the value of the Reinstatement Work carried out by Project Cothe Concessionaire; (B) such supporting documentation and detail as may be reasonably required by the Province Province’s Representative with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof (which may include a Xxxx-up for overhead and profit in accordance with Section 2.4 [Valuation of Change in Costs] of Schedule 11) including documents and information to establish and verify the applicable mattersto be considered matters referred to in accordance with Section 2.6 Sections 2.7(d)(i) to (v) inclusive of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard British Columbia Ministry of Transportation and Infrastructure evidence (or other evidence satisfactory to the Province’s Representative acting reasonably) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation from Project Co the Concessionaire addressed to the Province that the amount of the certificate is justly due and payable in accordance with this Agreement and that Project Co the Concessionaire requires such certificate to be discharged out of the Property Damage Insurance Proceeds, ; then the Province shall, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Section 6.18(d)(i)(A) to (D) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Cothe Concessionaire, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount claimed in such certificate; and (ii) upon completion of the relevant Reinstatement Work and the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co the Concessionaire submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co the Concessionaire of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard British Columbia Ministry of Transportation and Infrastructure evidence (or other evidence satisfactory to the Province’s Representative acting reasonably) that the provisions of Section 5.10 4.2 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, ; the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province Province’s Representative under the Review Procedure to the submittal referred to in Sections 6.18(d)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the Concessionaire the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; and (e) in the case of any insurance other than that referred to in Sections 6.18(a) and (b), proceeds shall be paid so as to ensure the performance by Project Co the Concessionaire of its obligations under this Agreement. Proceeds of delay in start up insurance and business interruption insurance may be used to pay Project CoConcessionaire’s debt service and other costs incurred by Project Co the Concessionaire covered by such insurance and if so paid shall be deemed to have been paid to ensure the performance by Project Co the Concessionaire of its obligations under this Agreement.

Application of Proceeds of Insurance. Project Co shall ensure that the insurers under any of the policies of Required Insurance pay the proceeds of insurance under such policies as follows: (a) in the case of any policy for the insurance referred to in any of Sections 1.1 [Third Party Liability Insurance During – Construction], ] and 1.3 [Automobile Insurance] and 2.1 [Insurance – Operation and Maintenance] ], of Schedule 15, the proceeds of insurance shall be paid directly to the third party or, where any insured party has discharged the relevant liability to the third party prior to the payment of any relevant insurance proceeds, to the insured party who discharged the relevant liability; (b) in the case of any policy for the insurance referred to in Section 1.4(a) of Schedule 15 [Insurance Requirements] (excluding any delay in start up, extra expense, business interruption, loss of income or loss of profits insurance proceeds payable under any such policy), the proceeds of insurance shall be paid to the Insurance Trustee as first loss payee, except where: (i) Project Co has already Totally Completed the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds; or (ii) the insurance proceeds payable in respect of any single claim made under the relevant insurance policy is equal to or less than $15,000,000; in either of which cases the Province shall direct that the proceeds be paid directly to Project Co or the relevant insured; provided that, where the proceeds of any such insurance policy (other than any delay in start up, extra expense, business interruption or loss of profits insurance policy proceeds payable to Project Co) are paid to Project Co in respect of any single claim equal to or less than $15,000,000, Project Co shall ensure that such proceeds are applied to the Reinstatement Work in respect of the damage or destruction that gave rise to the proceeds and not for any other purpose; and provided further that, where the proceeds of such policies of insurance are payable in whole or in part to the Insurance Trustee pursuant to this Section 6.18(b) (such proceeds, together with any interest, distribution or other gain from time to time received by the Insurance Trustee in respect thereof pursuant to Section 4.2 [Investment of Property Damage Insurance Records] of the Insurance Trust Agreement, are called the “Property Damage Insurance Proceeds”), then either Section 6.18(c) or Section 6.18(d) as applicable shall apply; (c) if Project Co has, in accordance with the provisions of the relevant Reinstatement Plan, entered into a contract with a third party for the purpose of carrying out the Reinstatement Work in respect of the damage or destruction that gave rise to Property Damage Insurance Proceeds being paid by insurers to the Insurance Trustee: (i) if, in accordance with such contract, Project Co is required to make a payment to such third party for such purpose, and if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of an invoice from such third party to Project Co for payment of the cost of such Reinstatement Work; (B) such supporting documentation and detail as may be required by the Province with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof including documents and information to establish and verify the applicable matters referred to in Section 2.6 [General Grounds for consideration in accordance with Sections 2.6 Objection or Rejection] of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 4.8 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] of this Agreement have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation of Project Co addressed to the Province that the amount of the invoice is justly due and payable in accordance with the relevant contract and that Project Co requires such invoice to be discharged out of the Property Damage Insurance Proceeds, then the Province shall, not later than the later of: (E) the date that is five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(c)(i)(A) to (D) inclusive; and (F) the date that is seven Business Days prior to the due date for payment of such invoice by Project Co under the terms of the relevant contract, authorize and direct the Insurance Trustee in writing to pay to the relevant third party, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount of such invoice; and (ii) upon the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Construction Certification Procedure, if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 4.8 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] of this Agreement have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(c)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; (d) if Project Co itself, in accordance with the provisions of the relevant Reinstatement Plan, carries out the Reinstatement Work in respect of which the Insurance Proceeds have been paid to the Insurance Trustee, then: (i) if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a certificate from Project Co addressed to the Province confirming in writing the amount of the Property Damage Insurance Proceeds claimed by Project Co, based on the value of the Reinstatement Work carried out by Project Co; (B) such supporting documentation and detail as may be required by the Province with respect to the Reinstatement Work that is the subject of the invoice and the cost thereof (which may include a Xxxx-up for overhead and profit in accordance with Section 2.4 [Valuation of Change in Costs] of Schedule 11) including documents and information to establish and verify the applicable mattersto be considered matters referred to in accordance with Section 2.6 [General Grounds for Objection or Rejection] of Schedule 2 [Representatives, Review Procedure and Consent Procedure] in respect of the Reinstatement Work and the Property Damage Insurance Proceeds; (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 4.8 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] of this Agreement have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work; and (D) written confirmation from Project Co addressed to the Province that the amount of the certificate is justly due and payable in accordance with this Agreement and that Project Co requires such certificate to be discharged out of the Property Damage Insurance Proceeds, then the Province shall, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Section 6.18(d)(i)(A) to (D) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co, out of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates, an amount equal to the lesser of the amount of such Property Damage Insurance Proceeds paid to the Insurance Trustee and the amount claimed in such certificate; and (ii) upon the issuance of a Certificate of Total Completion in respect of the Reinstatement Work pursuant to the Design and Certification Procedure, if Project Co submits to the Province’s Representative pursuant to the Review Procedure: (A) a copy of the Certificate of Total Completion in respect of such Reinstatement Work; (B) an invoice for payment to Project Co of the balance (if any) of any such Property Damage Insurance Proceeds; and (C) standard Ministry evidence (or other evidence satisfactory to the Province) that the provisions of Section 5.10 4.8 [Compliance with Builders Lien Act and Payments to Contractors] of Schedule 8 and Section 6.12 [Workers’ Compensation Coverage] of this Agreement have been complied with in respect of the Reinstatement Work and that there are no outstanding builders’ liens or claims therefor in respect of such Reinstatement Work, the Province shall, subject to any specific requirements of the insurers, within five Business Days after the date on which there has been (or deemed to have been) no objection by the Province under the Review Procedure to the submittal referred to in Sections 6.18(d)(ii)(A) to (C) inclusive, authorize and direct the Insurance Trustee in writing to pay to Project Co the balance (if any) of the Property Damage Insurance Proceeds paid to the Insurance Trustee on account of the damage or destruction to which the Reinstatement Work relates; and (e) in the case of any insurance other than that referred to in Sections 6.18(a) and (b), proceeds shall be paid so as to ensure the performance by Project Co of its obligations under this Agreement. Proceeds of delay in start up insurance and business interruption insurance may be used to pay Project Co’s debt service and other costs incurred by Project Co covered by such insurance and if so paid shall be deemed to have been paid to ensure the performance by Project Co of its obligations under this Agreement.