(a) (Project Co's obligations): Project Co must:
(i) promptly notify the State upon the occurrence of a Major Default; and
(ii) immediately take steps to mitigate, minimise or avoid the effects, consequences and duration of the Major Default.
(b) (Major Default Notice): If Project Co notifies the State of a Major Default under clause 45.3(a) or if the State considers that a Major Default has occurred, the State may give Project Co a notice:
(i) stating that a Major Default has occurred;
(ii) identifying and providing details of the Major Default; and
(iii) if the Major Default:
A. is capable of Cure, stating a date by which Project Co must Cure the Major Default (which, subject to clause 45.4(h), must allow for a reasonable period of time to Cure the Major Default in the circumstances);
B. is not capable of Cure, stating any reasonable requirements of the State to overcome the consequences of, or compensate the State for, the Major Default and a date by which Project Co must comply with those requirements (which, subject to clause 45.4(h), must allow for a reasonable period of time to comply with the State's requirements in the circumstances); or
C. is not capable of Cure and the State has formed the view (acting reasonably) that there are no reasonable requirements that can be met by Project Co to overcome the consequences of, or compensate the State for, that Major Default, stating that to be the case along with its reasons for forming that view,
(a Major Default Notice).
(c) (Unreasonable requirements): If Project Co, acting in good faith, disputes the Major Default Notice, it must promptly notify the State including the reasons why.
(d) (State to act in good faith): The State must, in good faith, consider Project Co's notice under clause 45.3(c) and must:
(i) make any changes to the Major Default Notice that it considers reasonable as a consequence of Project Co's notice (if any); and
(ii) notify Project Co of any such changes.
(e) (Major Default not capable of Cure): If:
(i) the State issues a notice in accordance with clause 45.3(b)(iii)C, that there are no reasonable requirements that can be met by Project Co to overcome the consequences of, or compensate the State for, a Major Default not capable of Cure, and this is disputed by Project Co in accordance with clause 45.3(c); and
(ii) having considered Project Co's notice issued under clause 45.3(c), and subject to clause 45.3(f), the State maintains the view (acting in good faith) that there are no reasonable requirements that can be met by Project Co to overcome the consequences of, or compensate the State for, that Major Default,
the State must notify Project Co of this determination and the Major Default will be a Default Termination Event.
(f) (Notify Project Co and the Independent Reviewer): Prior to issuing a notice under clause 45.3(e), the State must:
(i) notify Project Co and the Independent Reviewer (if an Independent Reviewer is engaged on the Project at that time) that it proposes to form a view under clause 45.3(e), and in the case of:
A. Project Co, advise Project Co that it may submit to the State; and
B. the Independent Reviewer, require the Independent Reviewer to submit to the State,
any comments or other information within 10 Business Days after the date of the notice under this clause 45.3(f)(i) (or such later date as determined by the State (acting reasonably)), which Project Co or the Independent Reviewer (as the case may be) considers may be relevant to the State forming or not forming a view in accordance with clause 45.3(e); and
(ii) consider any comments or other information submitted by Project Co and the Independent Reviewer under clause 45.3(f)(i).
(g) (Project Co not satisfied): If Project Co is not satisfied with:
(i) the changes (if any) made by the State under clause 45.3(d); or
(ii) the State's determination under clause 45.3(e),
Project Co may refer the matter to expert determination in accordance with clause 48.1.