4  Authority's right to approve Reviewable A Items

4.1  Twenty (20) Business Days after receipt of a Reviewable A Item (or such longer period as the parties may agree), the Authority shall grant or withhold its consent on one of the grounds set out in paragraph 4.2.

4.2  The Authority may only withhold its consent pursuant to paragraph 4.1 in relation to any Reviewable A Item on the grounds that the Reviewable A Item would (on the balance of probabilities):

(a)  be in breach of Legislation or any applicable approvals or consents;

(b)  have a material adverse effect on the ability of either of the parties to perform their obligations under this Contract (and in the case of the Authority any of its statutory functions);

(c)  not be in accordance with Good Industry Practice;

(d)  have a materially adverse effect on the performance of the Service as performed prior to such proposed revision or substitution;

(e)  result in the performance of the Service being materially different to the Service prior to such proposed revision or substitution;

(f)  be unlikely to achieve compliance with the Output Specification or any of the matters referred to in clause 9.2 (Standard of Service) or clause 9.3 (Maintenance) or clause 9.4 (Standard on Expiry);

(g)  have an adverse effect on the likelihood of the Service being carried out by the relevant Milestone Completion Date (Projected);

(h)  have a material adverse effect on any right of the Authority under this Contract or its ability to enforce any such right;

(i)  be likely to result in an increase in the Authority's liabilities or potential or contingent liabilities under this Contract;

(j)  include a change in the equipment used in the Service which has the effect of reducing energy consumption;

(k)  is not a change of the type described in paragraph 4.2(j) but would, or is likely to, reduce the consumption of electricity by an amount in excess of five per cent (5%) of the CIPP Forecast Electricity Consumption or Forecast Electricity Consumption (as the case may be) for the Payment Year in which the change would come into effect; or

(l)  does not comply with any requirements set out in this Contract (including, for the avoidance of doubt, the Output Specification).

4.3  Where the Authority withholds its consent to any Reviewable A Item:

(a)  it shall state the grounds upon which such refusal of consent are based and provide reasonable evidence or other information necessary to substantiate that ground;

(b)  the Service Provider shall either accept such comments and resubmit the Reviewable A Item or (if the matter cannot be resolved by discussion between the parties) refer the matter to the Dispute Resolution Procedure.

4.4  In the case of a Reviewable A Item no response by the Authority within the time period specified in paragraph 4.1 shall be deemed to be a withholding of consent and, if the Service Provider does not agree such withholding is reasonable, it may refer the matter to the Dispute Resolution Procedure.

4.5  In the case of a Reviewable A Item to which the Authority does not grant its consent on the grounds set out in paragraphs 4.2(j) and 4.2(k), Schedule 16 (Change Protocol) shall apply.