2.5.  Material Expenditure in Assisting the Authority in the case of Judicial Review Challenge

2.5.1.  If a third party makes a Judicial Review Challenge the Authority will (but following consultation with the Contractor and having due regard to any representations of the Contractor) at its sole discretion determine whether to defend any proceedings that result from a Judicial Review Challenge (the "Judicial Review Proceedings") and where the Authority determines that it will defend such Judicial Review Proceedings the Authority will (save as provided for in this paragraph) be responsible for all costs incurred.

2.5.2.  Subject to paragraph 2.5.3 the Contractor shall in relation to a Judicial Review Challenge provide to the Authority on written request all such assistance as it reasonably requires and in doing so shall exercise all proper care and skill in accordance with its requirements of paragraph 2.2.

2.5.3.  Where the provision of assistance pursuant to paragraph 2.5.2 will in the Contractor's opinion require the Contractor to incur material expense (on each individual occasion or in the aggregate) the Contractor shall in any event provide such assistance and the Authority shall reimburse the Contractor in an amount equal to those reasonable and proper expenses incurred in the provision of such assistance provided that:

(a)  the Contractor shall on receipt of each written request from the Authority pursuant to paragraph 2.5.2 and in advance of the provision of assistance (unless otherwise agreed in writing) pursuant to paragraph 2.5.3 notify the Authority that in its opinion paragraph 2.5.3 applies and shall provide to the Authority for its written approval (such approval not to be unreasonably withheld or delayed) a detailed estimate of the likely cost of the assistance including a detailed breakdown of the estimated cost of legal fees and all other professional fees and other disbursements (if any) together with details of all the legal and other professional advisers that the Contractor proposes to employ and shall at no time incur any costs above the said estimate and each element thereof or employ any additional or alternative legal or professional advisers without the further approval of the Authority (such approval not to be unreasonably withheld or delayed); and

(b)  the Authority may in writing:

(i)  modify any request for assistance and the Contractor shall on receipt of such modification from the Authority and in advance of the provision of the assistance requested under the modification (unless otherwise agreed in writing) follow the procedure in paragraph 2.5.3(a) in respect of the modified request; or

(ii)  withdraw or terminate the requirement for reasonable assistance at any time with five (5) Business Days notice but without prejudice to the Authority's obligation under this paragraph 2.5.3 to pay the Contractor's costs incurred up to and including the date of the withdrawal or termination.

2.5.4.  Where the Authority is required to reimburse the Contractor pursuant to this paragraph 2.5 for costs incurred pursuant to paragraph 2.5.3 the Authority shall reimburse the Contractor pursuant to paragraph 2.5.3 subject to the Contractor providing satisfactory evidence to the Authority that the costs were reasonably and properly incurred and the Contractor complied with the requirements of this paragraph 2.5.