(a) (Comply with directions): Subject to clause 5.2(b), Project Co must and must procure that each Project Co Associate complies with:
(i) all directions given or determinations made by the State or the State Representative in accordance with, or purported to be given in accordance with, the State Project Documents;
(ii) subject to clause 35.11, all directions of the State that constitute or involve a Modification;
(iii) all directions to comply with the State Project Documents; and
(iv) all directions or determinations given by the Independent Reviewer in accordance with the State Project Documents,
unless any such compliance will be a breach of Law.
(b) (Project Co not to act): Except as otherwise required by Law, Project Co must not accept or act upon directions or determinations in connection with the Project from an officer, employee or agent of the State other than the State Representative or a State delegate appointed under clause 7.2(f) acting in accordance with its delegation.
(c) (State direction): Subject to clause 5.2(e), if Project Co considers that a direction or determination would entitle Project Co to make a Claim against the State, Project Co must, within 5 Business Days after receiving the direction or determination, and before commencing work on the subject matter of the direction or determination, give written notice to the State that it considers the direction or determination will give rise to a Claim against the State and specifying details of the Claim.
(d) (Conditions for Project Co claim): Without limiting any other limitations on Project Co's entitlement to make a Claim as set out in this Deed, Project Co is not entitled to make any Claim against the State in respect of a direction or determination unless it has given a notice under clause 5.2(c) within the period identified in that clause.
(e) (Directions that are Modifications): Project Co's obligations to notify the State in respect of a direction or determination that Project Co claims gives rise to a Modification, are set out in clause 35.11.