3.1. Satisfactory Planning Permission

(i) to comply with the Unsatisfactory Planning Permission without being in breach of this Contract; and/or

(ii) to render compliance with the relevant part of the Unsatisfactory Planning Permission unnecessary; and/or

it shall, subject to Clause 10.2 (Grant of Lease [Underlease]), proceed to or implement the Satisfactory Planning Permission [at the relevant Site] provided that the Authority may by written notice require the Contractor so to proceed without letting the relevant Challenge Period elapse in which case the provisions of paragraph 3.7 (Challenge Period) shall apply.

3.1.2. As soon as reasonably practicable and in any event within fifteen (15) Business Days after issue of the Planning Permission for the Facility the Contractor shall provide to the Authority a copy of the Planning Permission and will notify the Authority in writing whether or not the Contractor considers the Planning Permission to be a Satisfactory Planning Permission or is an Unsatisfactory Planning Permission.

3.1.3. If the Contractor considers that the Planning Permission will be notwithstanding the expiry of the Challenge Period an Unsatisfactory Planning Permission it shall provide within [five (5)] Business Days of the issue of the notice given pursuant to paragraph 3.1.2 to the Authority (or such longer period as the parties may in the circumstances and acting reasonably agree):

(a) full details of the grounds for such opinion; and/or

(b) an indication of what action could be taken (if any) by the Contractor or the Authority to enable the Contractor to comply with the Planning Permission without being in breach of this Contract which would be such as to render it a Satisfactory Planning Permission or render compliance with such Unsatisfactory Planning Permission unnecessary including without limitation:

(d) the issue of an Authority Change Notice to vary the Works and/or Services.

3.1.4. If the Contractor fails to provide the notice pursuant to paragraph 3.1.2 within [fifteen (15)] Business Days after issue of the Planning Permission then on the expiry of the Challenge Period, the Planning Permission shall be deemed to be a Satisfactory Planning Permission.

3.1.6. If the Contractor notifies the Authority that the Planning Permission will be on expiry of the Challenge Period an Unsatisfactory Planning Permission the Authority shall, within ten (10) Business Days of receipt of the notice given pursuant to paragraph 3.1.2 notify the Contractor in writing whether or not the Authority accepts the Planning Permission is or will be an Unsatisfactory Planning Permission and whether it accepts the action indicated by the Contractor in the notice served pursuant to paragraph 3.1.3 and in particular whether Proceedings will be likely to secure a Satisfactory Planning Permission having regard to the grounds given by the Contractor in the notice served pursuant to paragraph 3.1.3.

3.1.7. If the Authority does not accept within the time set out in paragraph 3.1.6 or is deemed to not accept because it has not notified to the Contractor within the time set out in paragraph 3.1.6 that the Planning Permission will be on expiry of the Challenge Period an Unsatisfactory Planning Permission the matter may be referred by either Party for determination by an expert under Schedule 22 (Dispute Resolution) as to whether the Planning Permission is a Satisfactory Planning Permission or an Unsatisfactory Planning Permission.

3.1.8. If the Authority accepts in accordance with paragraph 3.1.6 or it is determined pursuant to paragraph 3.1.7 that the Planning Permission is an Unsatisfactory Planning Permission and the Parties agree that Proceedings will not be likely to secure a Satisfactory Planning Permission the Authority may:

(a) subject to this paragraph 3.1.8(a) within thirty (30) Business Days after it is accepted by the Authority pursuant to paragraph 3.1.6 or it is determined that a Planning Permission is an Unsatisfactory Planning Permission in accordance with this paragraph 3.1.8 issue an Authority Change Notice in respect of the Works and/or the Services or other actions required to enable the Contractor to comply with the terms of the Planning Permission which render it an Unsatisfactory Planning Permission without being in breach of this Contract or to render it a Satisfactory Planning Permission or render compliance with such Unsatisfactory Planning Permission unnecessary (in each case upon confirmation and final agreement of the consequential Authority Change Notice for the purposes of this paragraph 3 (Satisfactory Planning Permission) the Planning Permission shall be deemed to be a Satisfactory Planning Permission provided the Challenge Period has expired); or

(b) require the Contractor to prepare a Revised Project Plan in which case the provisions of paragraph 3.3 (Revised Project Plan) shall apply and the provisions of paragraph 3.2 (Failure to Obtain Planning Permission) shall cease to apply.

3.1.9. If the Authority:

(a) does not issue the Authority Change Notice within the time set out in paragraph 3.1.8(a); or

(b) withdraws or is deemed to have withdrawn the Authority Change Notice issued pursuant to paragraph 3.1.8(a) in accordance with Schedule 21 (Change Protocol),

3.1.10. If the Authority accepts or it is determined pursuant to paragraph 3.1.7 that the Planning Permission is an Unsatisfactory Planning Permission and the Parties agree or if the Parties are unable to agree and either Party wishes to have determined whether Proceedings may secure a Satisfactory Planning Permission the Parties shall seek the opinion of Leading Counsel pursuant to paragraph 2.2 (Meaning of All Reasonable Endeavours) and the provisions of paragraph 2.4 (Proceedings) and paragraph 2.6 (Appeal Contingency) shall apply and if Proceedings are not instituted or if instituted are withdrawn or determined leaving in place an Unsatisfactory Planning Permission the Authority may either issue an Authority Change Notice or require the Contractor to prepare a Revised Project Plan in accordance with the provisions of paragraph 3.1.8.