(3)  If a Material Adverse Government Action occurs, the Private Partner (i) shall be excused from the performance of its obligations under the PPP Contract to the extent that it is prevented, hindered or delayed in such performance by reason of the Material Adverse Government Action and (ii) shall be entitled to compensation under this PPP Contract, in each case subject to and in accordance with the provisions of this Clause [whole clause].

(4)  To obtain relief pursuant to Clause (5) below, the Private Partner must:

(a)  as soon as practicable [and in any event within [●] business days] after the Private Partner becomes aware that the Material Adverse Government Action has occurred, give to the Contracting Authority a notice of its claim for payment of compensation and/or relief from its obligations under the PPP Contract, following which the Parties shall consider in good faith any option to mitigate the impact of the Material Adverse Government Action;

(b)  within [•] business days of receipt by the Contracting Authority of the notice referred in Clause (4)(a) above, give full details of (i) the Material Adverse Government Action and (ii) any Estimated Change in Project Costs and/or loss of revenue claimed and/or delay and/or any breach of the Private Partner's obligations under this PPP Contract,

(c)  demonstrate to the Contracting Authority that:

(i)  the Private Partner could not avoid such occurrence or consequences by actions which it might reasonably be expected to have taken without incurring [material] costs;

(ii)  the Material Adverse Government Action was the direct cause of the Estimated Change in Project Costs and/or loss of revenue and/or delay and/or breach of the Private Partner's obligations under this PPP Contract;

(iii)  time lost and/or relief from the obligations under the PPP Contract claimed, could not be mitigated or recovered by the Private Partner; and

(iv)  the Private Partner is using reasonable endeavors to perform its affected obligations under the PPP Contract.

(5)  If the Private Partner has complied with its obligations under Clause (4) above, then the Contracting Authority shall:

(a)  compensate the Private Partner for the Estimated Change in Project Costs as adjusted to reflect the actual costs reasonably incurred [and loss of revenue];

(b)  give the Private Partner such relief from its obligations under this PPP Contract as is reasonable for such Material Adverse Government Action; and

(c)  if the Material Adverse Government Action occurs during the [insert defined term for Construction Period] and causes a delay in achieving the [insert defined term for scheduled services commencement date], such date shall be postponed by such time as is reasonable.

(6)  [In the event that information is provided after the dates referred to in Clause (4) above, then the Private Partner shall not be entitled to any extension of time, compensation or relief from its obligations under this PPP Contract in respect of the period for which the information is delayed].

(7)  If the Contracting Authority and the Private Partner cannot agree on the extent of any compensation, delay incurred, or relief from the Private Partner's obligations under this PPP Contract, as applicable, or the Contracting Authority disagrees that a Material Adverse Government Action has occurred, the Parties shall resolve the matter in accordance with Clause [insert reference to dispute resolution clause].