(a) (State's right to elect): If the State terminates this Deed due to the occurrence of a Default Termination Event (whether any other basis for termination then applies), the State may, subject to section 3.1(c), elect (in its sole and absolute discretion) to either:
(i) conduct a tender for the New Contract in accordance with section 3.3; or
(ii) require the Independent Expert to undertake an expert determination in accordance with section 4.
(b) (State to notify Project Co): The State will notify Project Co of its election on or before the day falling 20 Business Days after the Expiry Date and if the State fails to notify Project Co of its election by that date, then:
(i) if section 3.1(c) does not apply, section 3.1(a)(i) will apply; or
(ii) if section 3.1(c) applies, section 3.1(a)(ii) will apply.
(c) (Circumstances State not entitled to conduct a tender): The State is not entitled to elect to conduct a tender for the New Contract:
(i) where Project Co or the Financiers have demonstrated to the reasonable satisfaction of the State that:
A. the Financiers have used best efforts to procure the transfer of Project Co's rights and liabilities under this Deed in accordance with the Finance Direct Deed but have not done so; and
B. the reason for the failure to effect a transfer of Project Co's rights and liabilities under this Deed is that there is no Liquid Market; or
(ii) where either the State agrees, or it is determined in accordance with clauses 48 to 50, that no Liquid Market exists.
(d) (Disputes): Any Dispute in relation to whether a Liquid Market exists may be referred by either party for resolution in accordance with clauses 48 to 50.
(e) (State to pay Post Termination Quarterly Amount): With respect to all or any part of a Quarter falling within the period from the Expiry Date to the Compensation Date (each inclusive), the State will pay to Project Co the Post Termination Quarterly Amount at the same time that the State would have been required to pay to Project Co the Service Payment or that any Floating Rate Component would have been payable (as applicable) in respect of that Quarter had this Deed not been terminated.
(f) (Set off of Post Termination Quarterly Amount): If any Post Termination Quarterly Amount is less than zero then it will be carried forward and will be set off against any future positive Post Termination Quarterly Amount or other elements of the Default Termination Payment.