12.3  Discretion of the State

(a)  In addition to its rights set out elsewhere in this deed, including its right to terminate this deed, the State will have the right to:

(i)  enter into or not enter into an Augmentation Process Deed or any other agreement with the Proponent or its Associates in respect of the Augmentation Proposal, the Augmentation or the Augmentation Process;

(ii)  require the Proponent to enter into an Augmentation Process Deed in accordance with the Augmentation Process Schedule should it wish to proceed with the Augmentation; 

(iii)  accept, reject or refuse to consider the whole or part of the Augmentation Proposal, provided that in the case of part acceptance, that part of the Augmentation Proposal is capable of such partial acceptance;

(iv)  change the Augmentation (substantially or otherwise);

(v)  refuse to consider the Augmentation or the Augmentation Proposal;

(vi)  withdraw, cancel or change the Statement of Proposed Augmentation or the proposed Augmentation (substantially or otherwise);

(vii)  not proceed with the Augmentation or the Augmentation Process;

(viii)  suspend or terminate the Augmentation Process at any time;

(ix)  suspend or terminate at any time any further participation by the State in its consideration of the Augmentation or the Augmentation Proposal;

(x)  require additional information from the Proponent in connection with , any Statement of Proposed Augmentation, the Augmentation or the Augmentation Proposal, and the Proponent must provide the information requested within 10 Business Days after receipt of request from the State;

(xi)  adopt different procedures for, or methods of, evaluation, negotiation, discussion or engagement for the Proponent, and may alter these procedures and methods at any time;

(xii)  withdraw, cancel or modify (substantially or otherwise) the Augmentation;

(xiii)  commence public sector delivery of the Augmentation or engage any other party to deliver the Augmentation; and

(xiv)  not attribute any reasons for any actions or decisions taken including in respect of the exercise of any or all of the above mentioned rights.

(b)  The Parties agree that the State is not bound to accept the whole or any part of the Augmentation Proposal.

(c)  The Proponent must not enquire into the basis of the State's decisions under clauses 12.3(a) or 12.3(b) and the Proponent represents and warrants that it has no Claim, and will not bring any Claim against the State or any of its Associates arising from or in connection with the exercise or the failure to exercise the rights of the State under clauses 12.3(a) or 12.3(b).