•  Authority Stage 2 Confirmation

o  As soon as reasonably practicable after receipt of the Contractor Stage 2 Response or the revised Contractor Stage 2 Response (as the case may be) the Authority shall either:

■  issue written confirmation (an Authority Stage 2 Confirmation) and shall pay the Contractor the Project Management Fee due at Stage 2 within [twenty (20)] Business Days of the date of issue of the Authority Stage 2 Confirmation or, if later, receipt of a valid invoice for the agreed amount; or

■  issue a written notice withdrawing the Authority Change Notice in which case provisions of clause o shall apply; or

■  issue a written notice rejecting the Contractor Stage 2 Response in which case the Authority shall not be responsible for any costs incurred by the Contractor in preparing the Contractor Stage 2 Response (including any outstanding part of the Project Management Fee or any due diligence costs incurred by the Senior Lender). Provided that the Authority may only reject the Contractor Stage 2 Response on the grounds that the Contractor Stage 2 Response has failed to meet one or more of the Approval Criteria [or the Contractor has failed to comply with any requirement of this Change Protocol].

o  If the Authority does not issue a written notice pursuant to paragraph o within [twenty (20)] Business Days of receipt of a written notice served by the Contractor (which notice may only be served after expiry of a period of [3] months from the date the Authority receives the Contractor Stage 2 Response) requiring the Authority either to confirm the Contractor Stage 2 Response or withdraw the Authority Change Notice then the Authority Change Notice shall be deemed to have been withdrawn.

o  Where an Authority Change Notice is withdrawn pursuant to paragraph  or deemed to have been withdrawn pursuant to paragraph o, the Authority shall pay to the Contractor within [twenty (20)] Business Days of receipt of an invoice for such amount, the reasonable third-party costs (including any costs incurred by the Senior Lender in carrying out due diligence) incurred by the Contractor in preparing the Contractor Stage 2 Response together with the outstanding balance of the Project Management Fee provided that:

■  the Contractor has satisfied the Approval Criteria [and other requirements of this Change Protocol];

■  the Contractor has included in the Contractor Stage 1 Response a cost breakdown of the estimate of third-party costs to be incurred by the Contractor in preparing the Contractor Stage 2 Response and the Authority has:

•  approved such estimate of third-party costs and the type of third-party prior to any third-party costs being incurred;

•  agreed that, given the nature of the proposed High Value Change, it was reasonable for the relevant third-party to incur costs in preparing the Contractor Stage 2 Response on the basis of the extent of the proposed High Value Change and the work required in submitting an accurate Contractor Stage 2 Response in compliance with this Change Protocol;

•  been provided with such evidence as it may reasonably require in order to verify such third-party costs; and

•  no cap or fixed fee given by the Contractor (whether in the Contractor Stage 1 Response or otherwise) in respect of any third-party costs has been exceeded.

o  Where the Authority Change is either withdrawn or rejected, the Authority shall be entitled to implement the Change itself.