10. SATISFACTORY PERMIT

10.1. Where by the Planning Permission Long Stop Date for a Facility the Contractor obtains either:

10.1.2. an Unsatisfactory Permit where the Authority has served an Authority Notice of Change to enable the Contractor either:

(a) to comply with the Unsatisfactory Permit and its other obligations under this Contract without being in breach of this Contract; and/or

(b) to render compliance with the relevant part of the Unsatisfactory Permit unnecessary; and/or

the Contractor shall, subject to the provisions of Clause 10.2 (Grant of Lease/Underlease), after the Challenge Period (if any) relating to the Satisfactory Permit has elapsed, proceed to implement the Satisfactory Permit [at the relevant Facility] 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 12 (Challenge Period) shall apply.

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

10.3. If the Contractor considers that the Key Facility Environmental Permit will be (notwithstanding the expiry of the Challenge Period) an Unsatisfactory Permit it shall provide to the Authority within five (5) Business Days of the issue of the notice given pursuant to paragraph 10.2 (or such longer period as the parties may in the circumstances and acting reasonably agree):

10.3.1. full details of the grounds for such opinion; and/or

10.3.2. an indication of what action could be taken (if any) by the Contractor or the Authority to:

(a) enable the Contractor to comply with the Key Facility Environmental Permit without being in breach of this Contract; and/or

(b) to render it a Satisfactory Permit; or

including without limitation:

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

10.4. If the Contractor fails to provide the notice pursuant to paragraph 10.2 within fifteen (15) Business Days after the issue of the Key Facility Environmental Permit then on expiry of the Challenge Period the Key Facility Environmental Permit shall be deemed to be a Satisfactory Permit.

10.6. If the Contractor notifies the Authority that the Key Facility Environmental Permit will, on expiry of the Challenge Period, be an Unsatisfactory Permit the Authority shall, within ten (10) Business Days of receipt of the notice given pursuant to paragraph 10.3 notify the Contractor in writing whether or not the Authority accepts that the Key Facility Environmental Permit is or will be an Unsatisfactory Permit and whether it accepts the action indicated by the Contractor in the notice served pursuant to paragraph 10.3 and in particular whether Permit Proceedings will be likely to secure a Satisfactory Permit having regard to the grounds given by the Contractor in the notice served pursuant to paragraph 10.3.

10.7. If the Authority does not accept within the time set out in paragraph 10.6 or is deemed to not accept because it has not notified to the Contractor within the time set out in paragraph 10.6 that the Key Facility Environmental Permit will be on expiry of the Challenge Period an Unsatisfactory Permit the matter may be referred at the instance of either Party for determination by an expert under Schedule 22 (Dispute Resolution) as to whether the Key Facility Environmental Permit is a Satisfactory Permit or Unsatisfactory Permit.

10.8.1. subject to this paragraph 10.8.1 within thirty (30) Business Days after it is accepted by the Authority pursuant to paragraph 10.6 or it is determined in accordance with paragraph 10.7 and Schedule 22 (Dispute Resolution) that the Key Facility Environmental Permit is an Unsatisfactory Permit issue an Authority Notice of Change in respect of the Works and/or the Services or other actions required to enable the Contractor to comply with the conditions of the Key Facility Environmental Permit which render it an Unsatisfactory Permit without being in breach of this Contract or to render it a Satisfactory Permit or render compliance with such Unsatisfactory Permit unnecessary (in each case upon confirmation and final agreement of the consequential Authority Notice of Change in accordance with Schedule 21 (Change Protocol) for the purposes of this paragraph 10 (Satisfactory Permit) the Key Facility Environmental Permit shall be deemed to be a Satisfactory Permit provided the Challenge Period has expired); or

10.8.2. require the Contractor to prepare a Revised Project Plan in which case the provisions of paragraph 3.3 (Revised Project Plan) of Schedule 26 (Planning) shall apply and the provisions of paragraph 3 shall cease to apply.

10.9. If the Authority:

10.9.1. does not issue the Authority Notice of Change within the time set out in paragraph 10.8; or

10.9.2. withdraws or is deemed to have withdrawn the Authority Notice of Change issued pursuant to paragraph 10.8.1 in accordance with Schedule 21 (Change Protocol);

then the Contractor shall prepare a Revised Project Plan in which case the provisions paragraph 3.3 (Revised Project Plan) of Schedule 26 (Planning) shall apply and the provisions of paragraph 3 shall cease to apply.

10.10. If the Authority accepts pursuant to paragraph 10.6 or it is determined pursuant to Schedule 22 (Dispute Resolution) that the Key Facility Environmental Permit is an Unsatisfactory Permit and the Parties agree or if the Parties are unable to agree and either Party wishes it to be determined whether Permit Proceedings might secure a Satisfactory Permit then the Parties shall seek the opinion of Leading Counsel pursuant to paragraph 6 and the provisions of paragraphs 6 and 7 shall apply and if Permit Proceedings are not instituted or, if instituted, are withdrawn or determined, leaving in place an Unsatisfactory Permit the Authority may either issue an Authority Notice of Change or require the Contractor to prepare a Revised Project Plan in accordance with the provisions of paragraph 3.3 (Revised Project Plan) of Schedule 26 (Planning).