(a) (State consent): Project Co must not enter into or implement any Refinancing without the consent of the State, which (subject to clause 37.1(c)):
(i) must not be unreasonably withheld or delayed; and
(ii) in any case, must be given or withheld within 20 Business Days after receipt by the State of the information provided by Project Co under clause 37.2(a)(ii).
(b) (State may withhold consent): It will be reasonable for the State to withhold such consent if (without limitation):
(i) an effect of the Refinancing would be an increase or adverse change in the profile of the risks or liabilities (including contingent liabilities) of the State under any State Project Document, without adequate compensation to the State;
(ii) the terms and conditions of the proposed Refinancing are not on arm's length commercial terms or are not in accordance with market practice at the time;
(iii) the terms and conditions of the proposed Refinancing (taken as a whole) are materially more onerous or disadvantageous to a Project Entity than the terms and conditions under the existing Finance Documents and the State considers that entering into the proposed Refinancing will adversely impact on a Project Entity's ability to perform its obligations under the Project Documents;
(iv) the financial indebtedness assumed in accordance with the proposed Refinancing will not be used solely for the Project;
(v) the matters referred to in clause 37.4 have not been agreed or otherwise determined; or
(vi) in connection with the proposed Refinancing, Project Co has failed to comply with this clause 37.
(c) (Change in timing): If Project Co requests a change in the timing or manner of payment of a State Contribution, the State may give, withhold or delay its consent to such a request.