(a) (State Initiated Modification): The parties rights and obligations in respect of the timing of a Change Response and content of a Change Response for a State Initiated Modification are set out in clauses 35.6, 35.7 and 35.10.
(b) (Change Response): Subject to sections 11.1(a), 11.1(c) and 11.1(f) and unless otherwise stated in this Deed or agreed with the State under section 10.1(d), the:
(i) Independent Reviewer must where it is the Reviewing Party;
(ii) State must where it is the Reviewing Party; or
(iii) State must procure the State Associate where a State Associate is the Reviewing Party,
within 20 Business Days of receiving the Change Notice, in a notice entitled "Change Response", notifies Project Co that the Reviewing Party:
(iv) accepts the Change Notice, in which case the relevant party will be entitled to the remedies set out in the Change Notice on the terms set out in the relevant Change Notice;
(v) subject to section 11.1(c), does not accept or rejects the Change Notice or a part of the Change Notice (and the reasons for this) and, in the Change Response, sets out Project Co's entitlements for the relevant Change Notice Event, determined in accordance with this Deed; or
(vi) in the case of a Change Notice which is a Project Co Modification Proposal, does not accept the Change Notice because the State does not wish to proceed with the proposed Project Co Modification,
(each a Change Response).
(c) (Time for issue): The period of time within which the Reviewing Party has to issue a Change Response under section 11.1(b) will be extended by the period that the Reviewing Party reasonably requires having regard to:
(i) the nature of the Change Notice Event;
(ii) any determinations that need to be made under this Deed in respect of the relevant Change Notice Event;
(iii) the content and quality of the Change Notice; and
(iv) when any further information was provided by Project Co which was reasonably required in respect of the Change Notice.
(d) (Accept or reject): Subject to sections 11.1(a) and 11.1(b)(vi), the Reviewing Party may only not accept or reject a Change Notice if it is of the view that:
(i) the purported Change Notice Event has not occurred;
(ii) the information contained in the Change Notice is not correct;
(iii) the remedies claimed in the Change Notice (including any compensation claimed) are not in accordance with or are not calculated in accordance with this Deed; or
(iv) the Change Notice otherwise fails to comply with this Deed.
(e) (Reviewing Party may not reject): A Reviewing Party may not reject a Change Notice under section 11.1(b)(vi) if:
(i) to do so would result in Project Co being in breach of Law or any Approval; or
(ii) clause 35.6 applies.
(f) (State may issue Change Response): Whether or not Project Co has issued a Change Notice in respect of a Change Compensation Event, the State may at any time, issue a Change Response in accordance with this section 11.1 in respect of a Change Notice Event.
(g) (Variation): A Change Response will vary this Deed to the extent expressly stated in the Change Response.
(h) (Review Procedures): A Change Notice is not a Submitted Document and nothing in this Deed requires a Change Notice Recipient to review a Change Notice in accordance with the Review Procedures.
(i) (No time at large): No failure of a Change Notice Recipient to issue a Change Response in accordance with this Deed (including within any time period specified in this Deed) will entitle Project Co to the relief or compensation set out in the Change Notice, or put any time at large, or deprive the Change Notice Recipient or relevant person of the power to grant the relief sought or such other relief as appropriate (including the power to extend time).