(a) (Restrictions on Project Co): Subject to clause 52.1(b), unless otherwise expressly permitted by this Deed, the Finance Direct Deed or the State Security, Project Co must not:
(i) assign, sell, novate, transfer, (subject to clause 52.2) mortgage or charge, create or allow to exist any security interest over, or otherwise deal with all or any part of its interest in, or obligations or rights under any of the Project Documents, the whole or any part of the Project Area or the whole or any part of the Project Assets;
(ii) lease, license, transfer, sell, dispose of, part with possession of, or otherwise deal with any of the Project Documents, the whole or any part of the Project Area or the whole or any part of the Project Assets;
(iii) make or permit any amendment to, replacement of or waiver of any provision of any of the Project Documents;
(iv) terminate, surrender, rescind or accept repudiation of any of the Project Documents; or
(v) enter into any agreement or arrangement which affects the operation or interpretation of any of the Project Documents,
(each an Amendment for the purpose of this clause 52).
(b) (Exceptions): Clause 52.1(a) does not apply in respect of:
(i) a Refinancing, which is to be dealt with under clause 37; or
(ii) a Share Capital Dealing, which is to be dealt with under clauses 52.4 to 52.9.
(c) (Notice of intended Amendment): If Project Co requires an Amendment, it must submit to the State a request seeking the State's consent. Such a request must set out:
(i) the proposed Amendment and the reasons for it;
(ii) the response or anticipated response of any other party to the relevant Project Documents regarding the proposed Amendment;
(iii) the response or anticipated response of any relevant assignee or incoming party to the Project Documents to the proposed Amendment; and
(iv) copies of any documents relevant to Project Co's request.
(d) (State to advise): The State must advise Project Co within:
(i) 15 Business Days after receiving the request under clause 52.1(c) if it requires further information from Project Co regarding the proposed Amendment, in which case Project Co must provide the additional information sought by the State within a further period of 10 Business Days after receiving the State's request for further information; and
(ii) 10 Business Days after the later of receiving Project Co's request under clause 52.1(c) or the additional information requested by the State under clause 52.1(d)(i) that:
A. it consents to the proposed Amendment; or
B. the proposed Amendment is unacceptable to it and the reasons why the proposed Amendment is unacceptable, in which case the proposed Amendment will not be made.
(e) (Failure to respond): If the State fails to respond for any reason within the relevant period specified under clause 52.1(d)(ii) in relation to a proposed Amendment in respect of a Project Document:
(i) Project Co must send a reminder notice; and
(ii) if that notice is not responded to within 7 Business Days, if the relevant Project Document for which the Amendment is sought:
A. is not a State Project Document, the State will be deemed to have given its consent to such Amendment; or
B. is a State Project Document, the State will be deemed to have determined that the proposed Amendment is unacceptable, in which case the proposed Amendment will not be made.
(f) (State consent): The State must not withhold its consent to a requested Amendment in respect of a Project Document which is not a State Project Document if the requested Amendment will not have a material adverse effect on:
(i) the ability of Project Co to perform and observe its respective obligations under any Project Document to which it is a party; or
(ii) the rights of the State under any State Project Document, or the ability or capacity of the State to exercise its rights or perform its obligations under a State Project Document.