(a) (State response to Modification Proposal): Subject to clauses 35.4 and 35.5(b), once Project Co has provided the State with the Modification Proposal in accordance with clause 35.2 or clause 35.11(b)(ii):
(i) Project Co must promptly provide the State with any additional information the State notifies Project Co that it reasonably requires to assess the Modification Proposal; and
(ii) the State must issue a Change Response to the Modification Proposal in accordance with the Change Compensation Principles within 20 Business Days after the later of the receipt of the Modification Proposal by the State and the provision to the State of any further information reasonably required by the State to assess the Modification Proposal.
(b) (Extension to response time): The period of time in which the State is required to issue a Change Response to a Modification Proposal will be extended by such period as the State reasonably requires and notifies to Project Co having regard to the nature of the relevant Modification, the content and quality of the Change Notice, and the time within which any further information was provided in respect of the Modification Proposal.
(c) (Content of Change Response): Subject to clause 35.6, in the Change Response, the State must advise Project Co that the State either:
(i) accepts the Modification Proposal, in which case the Change Response must be entitled "Modification Order" and Project Co must comply with the Modification Order and will be entitled to the remedies and entitlements set out in the Modification Proposal on the terms set out in the Modification Proposal;
(ii) does not accept the Modification Proposal on the basis set out in section 11.1(d) of the Change Compensation Principles in which case the State can either:
A. direct Project Co to amend and resubmit the Modification Proposal in accordance with clause 35.2; or
B. issue a Change Response entitled "Modification Order" and determine the terms of the Modification and the amount payable for the Modification in accordance with this clause 35, in which case Project Co must proceed with the Modification in accordance with the Modification Order and, if it disputes the Change Response, it may refer the dispute for expert determination in accordance with section 11.4 of the Change Compensation Principles; or
(iii) does not accept the Modification Proposal because the State does not wish to proceed with the proposed Modification in which case the Modification Request will be deemed to be withdrawn.
(d) (Varies Deed): A Modification Order provided by the State under clause 35.5(c)(i) or 35.5(c)(ii)B has the effect of varying this Deed to the extent provided in the relevant Modification Order with effect from the date of receipt by Project Co of that Modification Order or such other date specified in that Modification Order.
(e) (Project Co not to proceed): Subject to its rights to make a claim in respect of a Modification Proposal as set out in clause 35.5(c)(ii)B, Project Co will have no entitlement to make any Claim in connection with a Modification unless a Change Response entitled "Modification Order" requiring Project Co to proceed with the Modification has been issued by the State in accordance with the Change Compensation Principles.