2.  LIMITS ON CHANGES

2.1.  Neither party may propose or implement an Authority or Contractor Change:

(a)  which requires the Works to be carried out and/or the Services to be performed or a Change to be implemented in a way that infringes any Legislation or Guidance or is inconsistent with Good Industry Practice;

(b)  which would cause any Consent to be revoked (or a new Consent required to implement the relevant Change to be unobtainable) in accordance with the principles set out in paragraph 2.5;

(c)  which would materially and adversely affect the Contractor's ability to deliver the Services carried out (except for that part of the Service which has been specified as requiring to be amended in the Change Notice) in a manner not compensated pursuant to this Change Protocol;

(d)  which would materially and adversely affect the health and safety of any person;

(e)  which would require the Contractor to implement the Change in an unreasonable period of time;

(f)  which would (if implemented) materially and adversely change the nature of the Project (including its risk profile) ; and/or

(g)  whereby the Authority does not have the legal power or capacity to require the implementation of such Change.

2.2.  The Contractor may, within ten (10) Business Days of receipt of an Authority Change Notice (or such longer period as reasonably set out by the Authority in the Authority Change Notice in consultation with the Contractor and taking into account the characteristics of the Authority Change and/or any modification to the Authority Change) state in writing whether it objects to the Authority Change Notice on any of the grounds set out in paragraph 2.1. The Contractor may request a further 10 day extension to the period if Senior Lender due diligence is required The Authority shall, within ten (10) Business Days of receipt of such notice provide written confirmation that either:

(a)  the Authority Change Notice is withdrawn; or

(b)  the objection by the Contractor shall be referred for determination in accordance with the Dispute Resolution Procedure.

2.3.  For the avoidance of doubt the Authority has an absolute discretion to accept or reject any Contractor Change unless such Change is required as a result of a Change in Law.