2.1 If Project Co cannot obtain finance for all or any part of Capital Expenditure required in respect of a Qualifying Variation (other than a Board Works Variation in relation to which Project Co shall have no obligations pursuant to this paragraph 2) (the "Funding Shortfall") from the sources referred to in paragraph 1 and such Capital Expenditure exceeds £1,000,000 173 (index linked) then, at the Board's request, Project Co shall use all reasonable endeavours to procure such finance on such reasonable terms as are available to it. The use of reasonable endeavours shall include the preparation of an appropriate business plan in respect of the business of Project Co as affected by the Qualifying Variation to demonstrate the ability of Project Co successfully to implement the relevant financing strategy in respect of the Funding Shortfall.
2.2 If having used reasonable endeavours for a period of no less than sixty (60) Business Days (or such shorter period as may be reasonable in all the circumstances) after the determination of the amount of the Funding Shortfall, Project Co cannot obtain such finance on terms reasonably satisfactory to Project Co and the Board then it shall notify the Board's Representative reporting on the activities seeking finance. Within twenty (20) Business Days after receiving such notice the Board shall:
(a) subject to the provisions of Sections 2 and 3 (as applicable) of this Part 22 of the Schedule instruct Project Co to proceed with development of the relevant Qualifying Variation on the basis that the Board will make payments to Project Co in respect of the Funding Shortfall in accordance with paragraph 3 of this Section 2 of Part 22 of the Schedule; or
(b) where the Qualifying Variation is a Board Service Variation or Board Additional Works Item ordered by the Board, withdraw the requirement for Project Co to implement the relevant Qualifying Variation in accordance with the provisions of Section 1 of this Part 22 of the Schedule.
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173 This amount is to be determined on a project specific basis.