(a) (No conflict): Project Co must ensure that:
(i) the Financiers do not appoint the Independent Reviewer to act in any role in connection with the Finance Documents or Subcontracts, without the consent of the State Representative and on such terms approved by the State Representative; and
(ii) the Independent Reviewer is not appointed to any role where it certifies payments to be made to the D&C Contractor under the D&C Contract. [Note: Assumption is that Financier Certifier will certify progress payments. The State will not accept that the same party can certify progress payments and Acceptance under the Project Deed.]
(b) (Independent Reviewer role): Subject to clause 8.2(a)(ii), the State consents to the Independent Reviewer acting as the sub-independent reviewer under the D&C Contract, provided that Project Co notifies the State of this and ensures that any agreement in accordance with which Project Co and the D&C Contractor engage the Independent Reviewer as sub-independent reviewer for the purposes of the D&C Contract:
(i) includes an acknowledgment and agreement by the parties to the paramountcy and independence of the Independent Reviewer role under this Deed; and
(ii) does not contain terms which otherwise prejudice or compromise the paramountcy or independence of the Independent Reviewer role under this Deed.
(c) (Copy to be provided): Project Co must provide to the State a copy of any agreement which appoints the Independent Reviewer as the sub-independent reviewer under the D&C Contract in relation to the Project.
(d) (No cross-subsidisation): Project Co must at all times ensure that the amounts being paid by the State to the Independent Reviewer under the Independent Reviewer Deed of Appointment are not cross-subsidising any other services which the Independent Reviewer is performing in relation to the Project and must provide evidence to that effect to the State Representative on request.
(e) (Separation of roles): If the Independent Reviewer is appointed as the sub-independent reviewer under the D&C Contract or in any other role in connection with the Project, Project Co must put in place and ensure the Independent Reviewer puts in place appropriate arrangements to provide for the separation of the Independent Reviewer's roles under this Deed and the D&C Contract or other relevant contract.
(f) (No compromise): Project Co must not, and must ensure that none of the Project Co Associates, do anything which would prejudice or compromise the paramountcy of the Independent Reviewer's role under this Deed.
(g) (No other roles): Unless otherwise expressly stated in this Deed, neither party may engage the Independent Reviewer in respect of any other role in connection with the Project without the consent of the other party.
(h) (No compromise of independence): Neither party may engage the Independent Reviewer to undertake any work that is in conflict with its independence or is not consistent with its role as the Independent Reviewer.