3.2.  Failure to Obtain Planning Permission

At the earlier of:

3.2.1.  the date when the Parties reasonably conclude and agree that it will not be possible to obtain a Satisfactory Planning Permission for the Facility by the relevant Planning Permission Longstop Date; and

3.2.2.  the relevant Planning Permission Longstop Date where at such date the Contractor has failed to obtain a Satisfactory Planning Permission; and

3.2.3.  unless the Parties agree otherwise, the date at which Leading Counsel advises under paragraph 2.2 (Meaning of All Reasonable Endeavours) that there is no reasonable prospect of success in pursuing or continuing to pursue any Proceedings and obtaining a Satisfactory Planning Permission, save where the Authority directs or the Contractor chooses to initiate or continue to pursue those Proceedings under paragraph 2.4 (Proceedings) in which case paragraphs 3.2.1, 3.2.2 or 3.2.4 shall apply; and

3.2.4.  unless the Parties agree otherwise, the date at which Proceedings have been finally determined (including any withdrawal of the same) and a Satisfactory Planning Permission has not been obtained,

then the Authority shall be obliged by notice in writing to advise the Contractor of one of the following options (to be elected at the Authority's discretion):

(a)  that the Authority wishes to terminate the Contract under paragraph 3.5 (Termination as a Result of Planning Failure); or

(b)  that the Authority wishes the Contractor to propose a Revised Project Plan pursuant to paragraph 3.3 (Revised Project Plan) and paragraph 3.3 (Revised Project Plan) shall apply.