(a) If the Agency wishes to change the detailed engineering designs and plans after acceptance is given pursuant to Section 5.5.2(b) (Review and Comment):
(i) the Agency shall submit to the Company a written notice of the proposed changes and reasons for the same;
(ii) the Company shall respond in writing within [●] Days from receipt of the notice and specify its estimate of the financial consequences of the proposed change, and the impact on the Project Milestone Schedule [, Design Timetable and Works Timetable];
(iii) the change shall be made only if (A) the Agency has agreed in writing to bear the financial consequences thereof and grant any necessary extension of the applicable part of the Project Milestone Schedule [, Design Timetable and Works Timetable], as applicable; and (B) the change complies with Design and Technical Specifications, including Prudent Utility Practice or the other engineering and design requirements of this Agreement.
(b) If the Company wishes to change the detailed engineering designs and plans after acceptance is given by the Agency pursuant to Section 5.5.2(b) (Review and Comment):
(i) The Company shall submit to the Agency a written notice of the proposed changes, reasons for the same, the extent to which it complies with Design and Technical Specifications, its estimate of the financial consequences of the proposed change, and the impact on the Project Milestone Schedule[, Design Timetable and Works Timetable].
(ii) The Company shall be entitled to make the proposed changes, at its own cost, if such changes do not, or are not likely to, have a material adverse effect on the cost or quality of the Works, or the Project Milestone Schedule[, Design Timetable and Works Timetable, as applicable]; provided, that notice to that effect is given to the Agency.
(iii) The Agency may reject the proposed changes if such changes have, or are likely to have, a material adverse effect on the cost or quality of the Works, or the Project Milestone Schedule[, Design Timetable or Works Timetable]. The Agency shall not have the option to reject the proposed changes if (A) the Company undertakes to bear the financial consequences of the change including the consequences of any delay (such as liquidated damages); (B) the proposed changes do not contemplate a delay in the commencement of the Services later than the Required Operations Start Date; (C) the Company provides the Agency with assurances or security for such obligations upon terms, and from a person, reasonably acceptable to the Agency; and (D) the changes do not breach the Design and Technical Specifications, Prudent Utility Practice and other engineering and design requirements of this Agreement.
(c) The Party proposing to change the detailed engineering designs and plans shall send a copy of the notice described in Section 5.5.3(a)(i) and Section 5.5.3(b) to the Independent Verifier at the same time as it sends the proposal to the other Party, and shall ensure that the Independent Verifier receives copies of all other papers and communications in that respect.