8.1  Appointment of Independent Reviewer

[Note: Timing of appointment and role of Independent Reviewer to be considered on a project specific basis.]

(a)  (Appointment and engagement): The State and Project Co must jointly appoint the Independent Reviewer to act as Independent Reviewer:

(i)  in accordance with the terms of this Deed and the Independent Reviewer Deed of Appointment; and

(ii)  independently and not as an agent of either party.

(b)  (Role of Independent Reviewer): The parties acknowledge and agree that the role of the Independent Reviewer includes general overview and reasonable checking of the Development Activities and is otherwise set out elsewhere in this Deed and in the Independent Reviewer Deed of Appointment. [Note: Role of Independent Reviewer to be considered on a project specific basis.]

(c)  (Costs): Subject to clause 8.1(d)(i), the State and Project Co must each pay an equal portion of the costs and expenses of the Independent Reviewer in accordance with the Independent Reviewer Deed of Appointment (excluding any payments due to the Independent Reviewer in respect of any Downstream Independent Reviewer Functions which, as between the State and Project Co, must be paid by Project Co).

(d)  (Costs for reports): Subject to clause 8.2(h) and provided it has obtained the prior consent of the other party, either party may require the Independent Reviewer to prepare a report not otherwise required by this Deed or the Independent Reviewer Deed of Appointment, and:

(i)  the costs of the Independent Reviewer of preparing such an additional report must be paid directly by the party requesting the report; and

(ii)  a copy of that additional report must be provided by the Independent Reviewer to both parties.