(a) (Timing): If a Change Compensation Event:
(i) results in an amount owing from Project Co to the State:
A. during the Development Phase, the amount will be a debt due and payable by Project Co to the State and payment must be made in accordance with the Change Response;
B. during the Operational Phase, the amount will be a debt due and payable by Project Co to the State and the State may elect to:
1) receive such payment as a lump sum, and payment must be made in accordance with the Change Response; or
2) deduct that amount from the Service Payments payable to Project Co after the relevant Change Compensation Event, or if there are insufficient subsequent Service Payments payable to Project Co to cover the amount owing then the balance of the amount not deducted from the Service Payments must be made in accordance with the Change Response;
(ii) results in an amount owing from the State to Project Co that is not, or is not able to be, financed by Project Co in accordance with section 8(c), subject to clause 35.3(d) in respect of the preparation of a Modification Proposal, the State must pay that amount to Project Co:
A. subject to paragraphs B and C, in accordance with the payment arrangements set out in the Change Response which could include a lump sum payment, monthly or quarterly in arrears, a series of milestone payments or an adjustment to the Service Payment (or a combination of these methods);
B. in respect of the Development Phase Finance Interest, on the dates which the State would have paid the Service Payment or State Contribution (as applicable) had Commercial Acceptance not been delayed by the relevant Change Compensation Event; or
C. in respect of Operational Phase Force Majeure Event Costs, on the dates which the State would have paid the Service Payment but for Abatement in accordance with this Deed as a direct result of the relevant Change Compensation Event; or
(iii) results in an amount owing from the State to Project Co that is financed by Project Co in accordance with section 8(c), subject to clause 35.3(d) in respect of the preparation of a Modification Proposal, in addition to the amount payable by the State to Project Co under section 3 or section 4, the State must pay Project Co in respect of such financing, the financing costs agreed to be paid by the State in accordance with the payment arrangements set out in the Change Response.
(b) (Funding): The State may request that Project Co endeavour to obtain funding for a Change Compensation Event.
(c) (Project Co to obtain funding): Where the State makes a request of Project Co under section 8(b), Project Co must use all reasonable endeavours to obtain such funding, including by:
(i) applying any Savings resulting from other Change Compensation Events which have resulted in amounts being available under the Finance Documents;
(ii) to the extent any Savings referred to in section 8(c)(i) are unavailable or exhausted, using (including indirectly) any standby facility that may be available to Project Co; and
(iii) to the extent any Savings and any standby facilities referred to in section 8(c)(i) or section 8(c)(ii) are unavailable or exhausted, arranging for additional funding under the Finance Documents and from other sources (if permitted under the Finance Documents).