2.4.  Proceedings

2.4.1.  If in respect of [specify the Facility], the relevant Planning Authority:

(a)  resolves to or is minded to grant permission for a Planning Application and that Planning Application is called-in by the Secretary of State under section 77 of the Planning Act; or

(b)  refuses to grant planning permission for a Planning Application (including any refusal on any re-determination of a Planning Application following the quashing of a decision to grant permission for such Planning Application) and this shall include the refusal of the Secretary of State to grant permission on appeal under section 77 of the Planning Act or there is a Deemed Refusal; or

(c)  grants permission for a Planning Application which is not a Satisfactory Planning Permission in circumstances where the Authority and the Contractor agree (or are unable to agree and it is determined pursuant to Schedule 22 (Dispute Resolution Procedure)) that Proceedings may secure a Satisfactory Planning Permission; or

(d)  grants permission for a Planning Application in respect of which any condition or requirement is imposed which is unreasonable in the Contractor's reasonable opinion,

the Contractor shall take the opinion of Leading Counsel as to the merits of pursuing any Proceedings.

2.4.2.  If Leading Counsel advises the Contractor that there is a reasonable prospect of success in pursuing any Proceedings in order to obtain a Satisfactory Planning Permission (or in order to remove any such unreasonable condition or requirement as referred to in paragraph 2.4.1(d)) the Contractor shall seek the approval of the Authority to institute such Proceedings, which the Authority shall not unreasonably withhold or delay and if such approval is granted the Contractor shall pursue or defend the same until determination of such Proceedings (subject to the [Planned Services Commencement Date for the Facility/Planning Permission Longstop Date]) unless subsequently in accordance with paragraph 2.4.5 the Authority directs that such Proceedings shall cease to be pursued.

2.4.3.  At any reasonable time after the commencement of any Proceedings in relation to any Planning Permission, the Authority may require the Contractor to take (or the Contractor may take (subject to notifying the Authority of such intention)) the opinion of Leading Counsel as to the merits of continuing to pursue such Proceedings and to make such opinion available to the Authority.

2.4.4.  In the event that Leading Counsel advises under paragraph 2.4.2 or subsequently under paragraph 2.4.3 that there is no reasonable prospect of success the Authority shall by serving written notice on the Contractor on or before a date twenty (20) Business Days (or such other period of time as the Authority acting reasonably determines) from the receipt by the Authority of the advice of Leading Counsel either:

(a)  direct that the Contractor shall not pursue or shall cease to pursue the relevant Proceedings (and such direction shall be deemed if the Authority fails to give notice as provided by paragraph 2.4.4)  ; or

(b)  direct that the Contractor institutes or continues the relevant Proceedings, and such a direction shall be treated as an approval to those Proceedings given pursuant to paragraph 2.4.2.

2.4.5.  If the Authority (acting reasonably in all cases):

(a)  does not give such approval to any Proceedings (or is deemed not to have done so); or

(b)  directs that the Contractor should cease to pursue such Proceedings,

the Contractor may still institute or continue to pursue those Proceedings, subject to service of prior written notice of its intention to do so upon the Authority within twenty (20) Business Days or receipt of the Authority's notice under paragraph 2.4.4 and the Contractor will bear all the costs of instituting or continuing to pursue those Proceedings which it incurs from the point at which the Authority serves notice pursuant to paragraph 2.4.4 and paragraph 2.6 (Appeal Contingency) and paragraph 2.8 (Costs Awarded in Proceedings) will not apply to those costs.

2.4.6.  The Contractor shall be entitled, in its absolute discretion, to cease to pursue any Proceedings which it institutes or continues pursuant to paragraph 2.4.5 and in respect of which it has undertaken to bear the costs pursuant to paragraph 2.4.5.