11.3 Either party shall, on becoming aware of a Planning Challenge, notify the other party and the parties shall consult and generally co-operate with each other in good faith with a view to mitigating the effects of the Planning Challenge. Such consultation shall include discussion as to the likelihood of the Planning Challenge being successfully defended, whether either party or both parties should take any action to seek to resist the Planning Challenge and/or whether an application for a new Planning Permission should be submitted (in which case Clause 11.8 shall apply). Without prejudice to the foregoing generality, [Sub-hubco/Project Co] shall, within 10 Business Days of receipt of a written request, provide the Authority with an estimate of:
11.3.1 the costs and liabilities and other consequences that [Sub-hubco/Project Co] considers are likely to arise if the Works are suspended and recommenced following determination of the Planning Challenge; and/or
11.3.2 the costs that [Sub-hubco/Project Co] considers are likely to be incurred in respect of an application for a new Planning Permission.
The Authority shall reimburse [Sub-hubco/Project Co] for any costs reasonably and properly incurred by it in complying with this Clause 11.3 (including taking such action as the Authority may direct it to take to seek to resist the Planning Challenge) within 20 Business Days of receipt of a valid invoice therefor. The Authority shall be entitled, at any time, to request a breakdown of costs incurred and/or an estimate of costs likely to be incurred by [Sub-hubco/Project Co] in complying with this Clause 11.3.
11.4 The parties shall each:
11.4.1 provide to the Relevant Authority all relevant evidence and information that is available to [Sub-hubco/Project Co] and/or the Authority and that may be lawfully disclosed to the Relevant Authority and employed by it in the effective defence of the Planning Challenge; and
11.4.2 co-operate with the Relevant Authority in the provision of witnesses in the defence of the Planning Challenge.
11.5 [Sub-hubco/Project Co] shall continue to discharge its obligations under this Agreement save to the extent that:
11.5.1 [Sub-hubco/Project Co], as a consequence of the Planning Challenge, is prevented by Law or any interim order of a Relevant Authority from progressing the Works (which shall include an Adverse Planning Decision); and/or
11.5.2 [Sub-hubco/Project Co] is instructed by the Authority pursuant to Clause 11.7 to suspend the carrying out of the Works.
11.6 To the extent that [Sub-hubco/Project Co] is prevented from progressing the Works as a consequence of an event listed in Clause 11.5, such event shall be deemed to be a Delay Event and a Compensation Event.3
11.7 Without prejudice to Clause 29.10, the Authority shall be entitled at any time following a Planning Challenge to instruct [Sub-hubco/Project Co], in writing, to suspend the carrying out of any of the Works to which the relevant Planning Approval relates. Such instruction shall cease to have effect upon a Planning Challenge Dismissal being notified by the Authority to [Sub-hubco/Project Co].
11.8 The Authority shall be entitled at any time following a Planning Challenge to instruct [Sub-hubco/Project Co] to apply for a new Planning Permission for the Works and the Authority may, without prejudice to Clause 11.9, issue an Authority Change Notice varying this Agreement, the Authority's Construction Requirements and the Service Level Specification if and to the extent necessary to allow [Sub-hubco/Project Co] to proceed with the Works in accordance with the requirements of the new Planning Permission.
11.9 In the event that a Planning Challenge results in an Adverse Planning Decision, the Authority shall as soon as reasonably practicable either:
11.9.1 serve a notice under Clause 42.1 requiring termination of this Agreement; or
[11.9.1 issue an Authority Change Notice removing the affected Facilities from the scope of this Agreement and varying the Authority's Construction Requirements to remove those requirements relating to the affected Facilities to which the Adverse Planning Decision relates; or]4
11.9.2 issue an Authority Change Notice instructing [Sub-hubco/Project Co] to proceed with an application for a new Planning Permission [in respect of the Facilities affected] and (if and to the extent necessary) varying the Authority's Construction Requirements and/or [Sub-hubco's/Project Co's] Proposals in a manner that satisfies the grounds on which the Planning Challenge was successful; or
11.9.3 issue an Authority Change Notice varying this Agreement, the Authority's Construction Requirements and Service Level Specification if and to the extent necessary to allow [Sub-hubco/Project Co] to proceed with the Works in accordance with the requirements of a new Planning Permission obtained prior to the Adverse Planning Decision as referred to in Clause 11.8 above.
11.10 If a new Planning Permission is obtained pursuant to an instruction issued under Clause 11.9.2 the Authority shall issue an Authority Change Notice varying this Agreement, the Authority's Construction Requirements and the Service Level Specification if and to the extent necessary to allow [Sub-hubco/Project Co] to proceed with the Works in accordance with the requirements of the new Planning Permission.
11.11 The Authority shall not be entitled to withdraw an Authority Change Notice issued under Clause 11.8, Clause 11.9 or Clause 11.10.
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3 Add "the occurrence of circumstances deemed to be a Delay Event pursuant to Clause 11.6" to the list of Delay Events in Clause 29.3 and "the occurrence of circumstances deemed to be a Compensation Event pursuant to Clause 11.6" to the list of Compensation Events in Clause 29.10
4 Alternative Clause 11.9.1 drafting for multi-site projects