(a) (Roles): Project Co must ensure that those Key Subcontractors, Significant Subcontractors and the Management Services Contractor specified in the Contract Particulars are engaged in the roles assigned to them in the Contract Particulars.
(b) (Amendments): Project Co must provide to the State a copy of any amendment it proposes to make to any Key Subcontract, Significant Subcontract or Management Services Contract before it is made.
(c) (State consent): Without limiting clause 52.1, Project Co must not, and must ensure that none of the Project Co Associates:
(i) amend or agree to amend, grant an indulgence, waive or accept any waiver of any rights under any Key Subcontract, Significant Subcontract or Management Services Contract in a way that would have a material adverse effect on:
A. the ability of Project Co to perform and observe its obligations under any Project Document; or
B. the rights, or increase the liabilities or obligations, of the State under any Project Document, or the ability or capacity of the State to exercise its rights or perform its obligations under a State Project Document; or
(ii) terminate, rescind, novate or assign or agree to any termination, rescission, novation or assignment of any Key Subcontract, Significant Subcontract or Management Services Contract,
without the consent of the State, which will not be unreasonably withheld or delayed.
(d) (Direct deeds): Project Co must procure:
(i) an executed direct deed:
A. from the D&C Contractor, in the form of the D&C Contractor Direct Deed;
B. from the Services Contractor, in the form of the Services Contractor Direct Deed; and
C. from each other Key Subcontractor in the form of the Subcontractor Direct Deed (if required by the State); and
(ii) that any Significant Subcontractor execute a direct deed substantially in the form of the Subcontractor Direct Deed in respect of its Significant Subcontract if required by the State.
(e) (Prescribed terms): Project Co must ensure that each Key Subcontract and Significant Subcontract contains provisions expressly recognising and permitting the exercise by the State of its rights under and contains all relevant provisions prescribed by (if applicable), clauses 7.5, 9.1, 9.2, 9.3, 15.1, 15.3, 16.1(d)(iv), 19, 20.2, 20.4, 26, 29, 35, 38, 39, 44, 45, 46, 47, 52, 54, 55, 57.3(a)(iv) and 59.1(g).
(f) (No Liability on termination): Subject to clause 9.3(g), Project Co must ensure that if this Deed is terminated under clause 46 that the State has no Liability to Project Co in respect of any Liability Project Co may have to any Subcontractor as a consequence of the termination.
(g) (Subcontractor Termination Amount): If Project Co:
(i) terminates a Key Subcontract due to the termination of this Deed by the State under clause 46.2; and
(ii) is obliged to pay the Key Subcontractor any amount under that Key Subcontract as a consequence of any such termination (Subcontractor Termination Amount),
the State's Liability to Project Co for any Subcontractor Termination Amount that the State is otherwise liable to pay Project Co in accordance with the Termination Payments Schedule due to the termination of this Deed by the State under clause 46.2 must not exceed:
(iii) for work carried out prior to the date of termination, the amount which would have been payable if the Key Subcontract had not been terminated and the Key Subcontractor had submitted a payment claim in accordance with the relevant Key Subcontract for work carried out in accordance with the Key Subcontract to the date of termination;
(iv) the cost of the Plant and Equipment and other items reasonably ordered by the Key Subcontractor for the Project Activities, that cannot be cancelled without payment provided that:
A. the value of the Plant and Equipment and other items has not been previously paid to the Key Subcontractor or otherwise included in an amount payable under this clause 9.3(g); and
B. title in the Plant and Equipment and other items will vest in the State upon payment;
(v) the reasonable cost of meeting the obligations in respect of Handover that the Key Subcontractor is required to meet under the Key Subcontract other than to the extent the State has exercised its rights under clause 47.7(a)(ii); and
(vi) the lesser of:
A. [##]% of the unpaid balance of the contract sum that would have been payable to the relevant Key Subcontractor in accordance with the Key Subcontract (after deducting the amounts payable in accordance with clauses 9.3(g)(iii), 9.3(g)(iv) and 9.3(g)(v)) but for the termination; and
B. [##]% of the unpaid balance of the contract sum that would have been payable to the relevant Key Subcontractor in accordance with the Key Subcontract (after deducting the amounts payable in accordance with clauses 9.3(g)(iii), 9.3(g)(iv) and 9.3(g)(v)) but for the termination, for the 12 month period from the date of the termination.
[Note: Bid profit percentage as contained in the Financial Close Financial Model. To be considered on a project specific basis, including whether different values should apply during the Development and Operational Phases.]