(a) (Direction): In this clause 35.11, "direction" means any direction, approval, consent, requirement, determination, request, claim, notice, agreement, demand or the like.
(b) (State direction): If Project Co considers that a direction by the State constitutes or involves a Modification and the State has not given that direction by way of a Modification Order, and Project Co intends to make a Claim that the direction is a Modification, Project Co must:
(i) within 10 Business Days after receiving the direction and before commencing work on the subject matter of the direction, give written notice to the State that it considers the direction constitutes or involves a Modification; and
(ii) within 10 Business Days after providing the notice under clause 35.11(b)(i) and before commencing work on the subject matter of the direction, give the State a Modification Proposal in accordance with the requirements set out in clause 35.2, as if that direction by the State was a Modification Request issued under clause 35.1.
(c) (Confirmation): If, within 10 Business Days after the State receives a Modification Proposal in accordance with clause 35.11(b)(ii), the State does not issue a Change Response:
(i) which is a "Modification Order" in respect of the relevant direction in accordance with clause 35.5;
(ii) withdrawing the direction, in which case Project Co must not comply with the direction; or
(iii) informing Project Co that, in the State's view, the direction does not constitute or involve a Modification, in which case Project Co must comply with the direction but may refer the matter to expert determination in accordance with clause 48.1,
the direction will be deemed to be withdrawn, and clause 35.11(c)(ii) will apply.
(d) (Conditions for Project Co claim): Project Co is not entitled to make any Claim in respect of a direction that may constitute or involve a Modification unless it has given a Modification Proposal under clause 35.11(b)(ii) within the period identified in that clause.