7  Authority Stage 2 Confirmation

7.1  As soon as reasonably practicable after the receipt of the Contractor Stage 2 Response or the revised Contractor Stage 2 Response (as the case may be) the Authority shall either:

(a)  issue written confirmation (an Authority Stage 2 Confirmation) and shall pay the Contractor the Project Management Fee due at Stage 2 within twenty (20) Business Days of the date of issue of the Authority Stage 2 Confirmation or, if later, receipt of a valid invoice for the agreed amount; or

(b)  issue a written notice withdrawing the Authority Change Notice in which case the provisions of clause 7.3 shall apply; or

(c)  issue a written notice rejecting the Contractor Stage 2 Response in which case the Authority shall not be responsible for any costs incurred by the Contractor in preparing the Contractor Stage 2 Response (including any outstanding part of the Project Management Fee or any due diligence costs incurred by the Senior Lender).  Provided that the Authority may only reject the Contractor Stage 2 Response on the grounds that the Contractor Stage 2 Response has failed to meet one or more of the Approval Criteria or the Contractor has failed to comply with any material requirement of this Change Protocol.

7.2  If the Authority does not issue a written notice pursuant to paragraph 7.1 within twenty (20) Business Days of receipt of a written notice served by the Contractor (which notice may only be served after expiry of a period of [3] months from the date the Authority receives the Contractor Stage 2 Response) requiring the Authority either to confirm the Contractor Stage 2 Response or withdraw the Authority Change Notice then the Authority Change Notice shall be deemed to have been withdrawn.

7.3  Where an Authority Change Notice is withdrawn pursuant to paragraph 7.1(b) or deemed to have been withdrawn pursuant to paragraph 7.2, the Authority shall pay to the Contractor within twenty (20) Business Days of receipt of an invoice for such amount, the reasonable Third Party Costs (including any costs incurred by the Senior Lender in carrying out due diligence) incurred by the Contractor in preparing the Contractor Stage 2 Response together with the outstanding balance of the Project Management Fee provided that:

(a)  the Contractor has satisfied the Approval Criteria [and other requirements of this Change Protocol];

(b)  the Contractor has included in the Contractor Stage 1 Response a cost breakdown of the estimate of Third Party Costs to be incurred by the Contractor in preparing the Contractor Stage 2 Response and the Authority has:

(i)  approved such estimate of Third Party Costs and the type of third-party prior to any Third Party Costs being incurred; and

(ii)  agreed that, given the nature of the proposed High Value Change, it was reasonable for the relevant third-party to incur costs in preparing the Contractor Stage 2 Response on the basis of the extent of the proposed High Value Change and the work required in submitting an accurate Contractor Stage 2 Response in compliance with this Change Protocol;

(iii)  been provided with such evidence as it may reasonably require in order to verify such additional Third Party Costs; and

(iv)  no cap or fixed fee given by the Contractor (whether in the Contractor Stage 1 Response or otherwise) in respect of any Third Party Costs has been exceeded.

7.4  Where the Authority Change is either withdrawn or rejected, the Authority shall be entitled to procure the High Value Change outside the terms of the this Contract and the provisions of paragraph 7 (Implementation of Change by the Authority) of Part 1 (General Provisions) shall apply.