(a) (Review): Subject to sections 7.3(d) and 7.3(e), if compensation for a Change Compensation Event has been made by an increase or decrease in the Service Payment under section 8(a), the State may determine:
(i) at the time it provides comments to Project Co in respect of the corresponding update to the Financial Model; and
(ii) in its absolute discretion,
that:
(iii) the amount of the compensation will be subject to review; and
(iv) the intervals for such review (which must be no more frequent than annual),
in accordance with this section 7.3.
(b) (Adjustment to Service Payment): To the extent that, on any such review, the ongoing net Costs or net Savings arising as a consequence of any Change Compensation Event differ from:
(i) the net Costs or net Savings for which compensation was first made through the Service Payment in accordance with the Change Compensation Principles; or
(ii) the amount of compensation as adjusted on any prior review and re-assessment under this section 7.3,
the Service Payment will be adjusted to take account of this difference for the remainder of the Term.
(c) (Time of review): When the State determines to undertake a review in accordance with clause 7.3(a), Project Co must, in accordance with any request by the State:
(i) undertake and provide to the State a review and re-assessment of the amount of net Costs or net Savings that will arise as a consequence of the Change Compensation Event for which compensation has been made through the Service Payment over the Term; and
(ii) submit a Change Notice for any compensation payable to Project Co or the State where there is a difference in the net Costs or net Savings from the net Costs or net Savings for which compensation was first made through the Service Payment in accordance with the Change Compensation Principles or the amount of an adjustment on any prior review and re-assessment under this section 7.3.
(d) (Refinancing): To the extent that any compensation is to accommodate the costs incurred by Project Co or Finance Co for financing a Change Compensation Event, this compensation will not be subject to review under this section 7.3, but will be governed by the provisions of this Deed dealing with Refinancing.
(e) (Reasonably foreseeable): Where the review under section 7.3(a) will result in an increase in the Service Payment, Project Co will not be entitled to any such increase unless Project Co can demonstrate to the satisfaction of the State (acting reasonably) that:
(i) the increase in the Service Payment could not reasonably have been foreseen by a party performing activities similar to the Project Activities in accordance with Best Operational Practices; or
(ii) if an increase in the Service Payment was reasonably foreseeable, the amount of the increase could not reasonably have been foreseen by a party performing activities similar to the Project Activities in accordance with Best Operational Practices,
as at the date on which Project Co issued the first Change Notice for the relevant Change Compensation Event.