(a) (State's right to accept or rectify): Notwithstanding any other term of this Deed:
(i) during the Term, the State and Project Co may agree that the State will accept or rectify (including engaging others to rectify) a Defect in the Works or the Maintained Assets; or
(ii) if Project Co has not rectified a Defect in a Maintained Asset in the timeframe within which it is required to rectify that Defect in accordance with this Deed, the State may notify Project Co and the Independent Reviewer that the State will accept or rectify (including engaging others to rectify) that Defect.
(b) (Notice to Independent Reviewer): Before it agrees or determines to accept or rectify any Defect in accordance with clause 27.6(a), the State may:
(i) issue a notice to the Independent Reviewer and Project Co requiring the Independent Reviewer to determine, within 20 Business Days of the issue of that notice:
A. the cost necessary to rectify the relevant Defect;
B. any Savings to Project Co as a result of the Defect and not having to rectify the Defect; and
C. the relevant diminution in value of the Works or the Maintained Assets (as applicable) as a consequence of the Defect; and
(ii) require Project Co to provide details of:
A. the Defect;
B. the impact of the Defect on the Functions;
C. any impact of the Defect on the Project Assets, the Returned Assets or other assets in the vicinity of the Project Assets or Returned Assets and the Project Activities;
D. whether the Defect can be rectified and the work required to rectify the Defect if it is capable of rectification;
E. its view of the impact that any acceptance or rectification of the Defect by the State will have on Project Co's ability to satisfy its obligations and warranties under this Deed;
F. its assessment of any risks associated with the Defect being accepted or rectified by the State and the risk management strategy, including risk mitigation actions, Project Co will put in place if the Defect is accepted or rectified by the State; and
G. any other information the State may reasonably require.
(c) (State rectification or acceptance): If:
(i) the State and Project Co agree under clause 27.6(a)(i); or
(ii) the State gives notice under clause 27.6(a)(ii),
that the State will accept or rectify (or engage others to rectify) a Defect in the Works or the Maintained Assets:
(iii) Project Co must pay the State (as a debt due and payable to the State) the greater of:
A. the costs necessary to rectify that Defect;
B. any Savings to Project Co as a result of the Defect and not having to rectify the Defect; and
C. the relevant diminution in value of the Project Assets as a consequence of that Defect,
as determined by the Independent Reviewer in accordance with clause 27.6(b);
(iv) if the State accepts the Defect, the State may impose reasonable conditions on any such acceptance and provide notice of these to Project Co; and
(v) the State must (acting reasonably) determine and notify Project Co of the changes that will be deemed to be made to this Deed to reflect any acceptance or rectification of the Defect by the State including appropriate amendments to the requirements for Acceptance, Handover and the purposes, functions, uses and requirements set out in the PSDR.
(d) (No other release): Other than to the extent reflected in changes to the Project Deed made in accordance with clause 27.6(c)(v), no acceptance or rectification of a Defect in the Works or a Maintained Asset by the State will otherwise relieve Project Co of its obligations and Liabilities, or limit the State's rights, under this Deed or in connection with the Project in respect of the Defect or the events that gave rise to the Defect.