(a) (Cure Program): Subject to clause 45.4(c), if the State gives a Major Default Notice to Project Co, then notwithstanding its rights under clauses 45.3(c) to 45.3(g), within 10 Business Days after receipt of the Major Default Notice, Project Co must:
(i) if the Major Default is capable of Cure, unless the relevant Major Default is a failure to pay amounts, give the State a program to Cure the Major Default; and
(ii) if the Major Default is not capable of Cure, and the State has not issued a notice under clause 45.3(e),give the State a program to comply with any reasonable requirements of the State (which may include a plan to replace the Subcontractor causing the Major Default),
(in each case, a Cure Program) that complies with the terms of the Major Default Notice and clause 45.4(b) for review by the State in accordance with the Review Procedures.
(b) (Content of Cure Program): Any Cure Program provided to the State under clause 45.4(a) must include:
(i) each task to be undertaken, the date by which each task is to be completed and the additional resources and personnel (if applicable) to be applied to Cure the Major Default; and
(ii) any temporary measures that will be undertaken while the Major Default is being Cured to ameliorate the impact of the Major Default.
(c) (Existing Remediation Plan): Where the Major Default is a failure by Project Co to achieve Commercial Acceptance by the Date for Commercial Acceptance and Project Co has provided a Remediation Plan in accordance with clause 26.4(d)(ii) or an Amended Remediation Plan in accordance with clause 26.4(i), which has a date by which Commercial Acceptance will be achieved which is after the Date for Commercial Acceptance, Project Co may submit that Remediation Plan or Amended Remediation Plan (as applicable) as the Cure Program for the Major Default for review in accordance with the Review Procedures to satisfy the requirements of clause 45.4(b).
(d) (Comply): Notwithstanding the fact that it may have exercised its rights under clauses 45.3(c) to 45.3(g), Project Co must comply with the Major Default Notice and any Cure Program provided under clause 45.4(a) or clause 45.4(c) as reviewed by the State Representative in accordance with the Review Procedures.
(e) (Extension of Major Default Notice): Subject to clause 45.4(g) and clause 45.4(h), if Project Co has been diligently pursuing:
(i) if the Major Default is capable of Cure, the Cure of that Major Default; or
(ii) if the Major Default is not capable of Cure, compliance with any reasonable requirements of the State,
Project Co may request that the State extend the Cure Program and the time stated in the Major Default Notice will be extended by such period as the State determines is required (acting reasonably) to enable Project Co to either Cure the Major Default or comply with any reasonable requirements of the State.
(f) (Request for further information): The State may request, and Project Co must provide, any further information reasonably required by the State in respect of Project Co's Cure of the Major Default to enable the State to determine the required extension under clause 45.4(e) (if any).
(g) (Limitation): Unless otherwise agreed by the State, Project Co is only entitled to one extension under clause 45.4(e) in connection with the same Major Default.
(h) (Maximum Cure period): Subject to the Finance Direct Deed and clause 45.5(a), the maximum period of time which Project Co may be given to Cure a Major Default (or comply with the reasonable requirements of the State where the Major Default is not capable of Cure), including any extension granted under clause 45.4(e), will be:
(i) if the applicable Major Default occurs during the Development Phase, [#] Months in the aggregate from the date of the applicable Major Default Notice; or
(ii) if the applicable Major Default occurs during the Operational Phase, [#] Months in the aggregate from the date of the applicable Major Default Notice.
[Note: Volume 1A of the RFP sets out the maximum cure permitted by the State under the State Project Documents, including the Finance Direct Deed. It is for the Financiers, Project Co and Key Subcontractors to determine the exclusive cure period that each party has for curing a Major Default within the periods specified in Volume 1A of the RFP. The Project Deed will set out the maximum cure period permitted for Project Co to cure a Major Default under the Project Deed.]