9.7  Obligations as to Claims made on pass-through basis

(a)  Project Co must, in circumstances where it makes any Claim against the State as a consequence of a Claim that has been made by a Subcontractor against Project Co:

(i)  (ensure Claim is bona fide): take reasonable steps to ensure that any such Claim made by the Subcontractor is bona fide, including that the Claim:

A.  is made in good faith;

B.  has a genuine legal, technical or factual basis; and

C.  if it is for an amount of compensation, is not grossly in excess of the amount that the Subcontractor can reasonably expect to recover,

prior to making any related Claim against the State;

(ii)  (notice of steps taken by Project Co): notify the State of the steps it has taken, including in accordance with clause 9.7(a)(i), prior to or at the same time it makes the Claim against the State; and

(iii)  (notice of resolution of Subcontractor Claim against Project Co): notify the State when and how the Claim made by the Subcontractor against Project Co has been resolved.

(b)  (Independent advice): Where the State determines (acting reasonably) that Project Co has not taken all of the steps required in accordance with clause 9.7(a)(i), the State may require Project Co to procure (at Project Co's cost) independent advice as to whether the Claim is bona fide and to provide that advice to the State.