5  Due Diligence

5.1  The Senior Lender may carry out legal, financial, technical and insurance due diligence on any proposal for an Authority Change:

(a)  [in the case of a Low Value Change, when the Low Value Change Threshold has been exceeded;]7

(b)  in the case of a Medium Value Change where the Medium Value Change Threshold has been exceeded; or

(c)  in the case of a High Value Change, as required.

5.2  In the event that the Senior Lender needs to procure legal, technical, financial or insurance due diligence, the parties shall agree a budget and capped cost for the due diligence provided that the costs for the due diligence shall not exceed [two per cent (2%)] of the overall value of the relevant Authority Change.

5.3  The Service Provider shall procure that:

(a)  the Senior Lenders shall promptly give any consents which are required pursuant to the Financing Agreements to any Change and shall only withhold its consent on one (or more) of the grounds set out in paragraph 2.1 (Prohibited Changes); and

(b)  the insurance broker shall be notified by the Service Provider promptly of any material Change (materially being judged in relation to the size and nature of the scope of the Change).

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7 Consider whether due diligence costs should never be paid regardless of the number of Low Value Changes.