Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. This paragraph 10 shall apply to the conduct, by a party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim"), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 The provisions of this clause 11.5 shall apply to the conduct, conduct by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" Beneficiary and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject to paragraphs 10.4 sub-clauses (c), (d) and 10.5(e) below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 sub-clause (a) above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-co operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifierclaim. With respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 sub-clause (b) above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 abovesub-clause (b); or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 above sub-clause (a) or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party sub-clause ("Sensitive Claim"c), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 above applies notwithstanding that it does not have sub-clause (b) applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis sub-clause (e), then the Indemnifier shall be released from any liability under its indemnity under clause 11.3 or clause 11.4 (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to sub-clause (b) in respect of such claim. If the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, PROVIDED THAT there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier). In such cases, Any person taking any of the steps contemplated by sub-clauses (a) to (d) (inclusive) shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above clause 17.19 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot extend to Direct Losses which could have been reduced or avoided by the Beneficiary complying with the provisions of such clause.

Conduct of Claims. This paragraph 10 shall apply to the conduct, by a party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim"), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within [10 Working Days Days] of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 Clause 36.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 36.3.3, 36.3.4 and 10.536.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 36.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operationco‑operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 36.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 36.3.3 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 36.3.3 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 36.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 36.3.3 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co‑operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 36.3.5 then the Indemnifier shall be released from any liability under its indemnity under Clause 36.1 (hubco Indemnities to Authority) or Clause 36.2 (Authority Indemnities to hubco) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 36.3.3 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of:- an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out‑of‑pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier); and any person taking any of the steps contemplated by Clauses 36.1 to 36.3.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. In such cases, Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above Clause 44 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot apply to the extent that such part or parts of Direct Losses could have been reduced or avoided by the Beneficiary complying with the provisions of such Clause 44 (Mitigation).

Conduct of Claims. This paragraph 10 sub‑clause shall apply to the conduct, conduct by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 16.3.3, 16.3.4 and 10.516.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 16.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 16.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 16.3.2 above; or the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 16.3.1 above or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 16.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice in writing to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 above applies notwithstanding that it does not have Clause 16.3.2 applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice in writing pursuant to paragraph 10.3 ifthis paragraph, then the Indemnifier shall be released from any liability under its indemnity under Clause 16.1 or Clause 16.2 (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 16.3.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, PROVIDED THAT there shall be no obligation on the Beneficiary to pursue such recovery and the Indemnifier shall be repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claim. In such cases, consequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the provisions of paragraph 10.6 above shall apply.Indemnifier); and

Conduct of Claims. This paragraph 10 sub-clause shall apply to the conduct, by a party the Private Party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party the CoT having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, Accordingly: if the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary CoT receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary CoT is, or may become entitled to, indemnification under this Schedule ("Claim")Agreement, the Beneficiary CoT shall give notice in writing (together with a copy of such notice, demand, letter or other document) to the Indemnifier Private Party as soon as reasonably practicable and in any event within 10 Working ten (10) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 11.5.3, 11.5.4 and 10.511.5.5 below, on the giving of a notice by the Beneficiary CoT pursuant to paragraph 10.2 Clause 11.5.1 above, where it appears that the Beneficiary CoT is or may be entitled to indemnification from the Indemnifier Private Party in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier Private Party shall (subject to providing the Beneficiary with a secured indemnity rights of the insurers under the Insurances be entitled, by giving notice to the CoT of its reasonable satisfaction against intention to do so, to dispute, the claim or to conduct all costs negotiations and expenses that it may incur by reason of such action) be entitled to dispute the Claim court, tribunal or other proceedings in respect thereof, in the name of the Beneficiary CoT at the Indemnified Private Party's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the Beneficiary The CoT shall give the Indemnifier Private Party all reasonable co-operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, claim all of which shall be provided by the Beneficiary shall not make any admission which could be prejudicial to CoT at the defence or settlement cost of the Claim without the prior written consent of the Indemnifier. With Private Party (such costs being reasonable and fair); with respect to any Claim claim conducted by the Indemnifier Private Party pursuant to paragraph 10.3 Clause 11.5.2 above: the Indemnifier Private Party shall keep the Beneficiary CoT fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier Private Party shall not bring the name of the Beneficiary CoT into disrepute; and the Indemnifier Private Party shall not pay or settle such Claim claims without the prior written consent of the BeneficiaryCoT, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and CoT shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier Private Party is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 11.5.2 above; or the Indemnifier Private Party fails to notify the Beneficiary CoT of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary CoT under paragraph 10.2 Clause 11.5.1 above or if the Indemnifier notifies the Beneficiary CoT that it does not intend to take conduct of the Claimclaim; or the Indemnifier Private Party fails to comply in any material respect with the provisions of paragraph 10.4 Clause 11.5.2 above. Sensitive claims With ; Should the CoT settle, admit, or compromise any claim by a third party, other than under circumstances referred to in Clause 11.5.4, in respect of which it seeks to any Claim for be indemnified under this Agreement without the prior consent of the Private Party, then the Private Party's obligation to indemnify the CoT shall be limited to the extent to which the Commissioner third party claimant would have in law been able to recover such claim from the CoT but for the admission, settlement or compromise thereof. Should the Supplier Private Party receiving notice referred to in Clause 11.5.1 not respond within twenty (20) Business Days to the CoT regarding any proposed admission, settlement or compromise of any claim that has been notified to it in terms of 11.5.1 then the Supplier Private Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely shall be deemed to have given its consent to the proposed terms of admission, settlement or compromise of a claim, which were communicated to it. if the Private Party pays to the CoT an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity and the CoT subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the CoT shall forthwith repay to the Private Party whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out-of-pocket costs and expenses properly incurred by the CoT in recovering the same; and the amount paid to the CoT by the Private Party in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the CoT to pursue such recovery, and provided that the Private Party is repaid only to the extent that the amount of such recovery, aggregated with any sum recovered from the Private Party exceeds any loss sustained by the CoT (including for this purpose indirect or consequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Private Party); and any person taking any of the steps contemplated by Clauses 11.5.1 to 11.5.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement, . Conduct of claims by Construction Subcontractor or Operations Subcontractor Where the Indemnifier shall only be liable to indemnify Private Party is indemnified by either the Beneficiary Construction Subcontractor or the Operations Subcontractor for a claim in respect of that amount which would have been recoverable by it has given an indemnity under this Clause 11, the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary Private Party shall be free at any time entitled to give written notice to permit the Indemnifier that it is retaining Construction Subcontractor or taking over (the Operations Subcontractor, as the case may be) , to conduct the claim on its behalf, provided that the Private Party shall procure that the claim is conducted in accordance with this Clause 11 and the Private Party shall remain solely liable to the CoT for compliance with all of the Private Party's obligations under this Clause 11. 12LIMITS ON LIABILITY Save for: the CoT’s right to claim at any time the amount of any direct losses incurred by it as a result of rectifying or mitigating the effects of any Private Party Event of Default; and any other express right of the CoT under this Agreement to be indemnified against any third party claim, (and subject to Clause 42.1.3 [CoT’s Options] the sole remedy of the CoT in respect of any failure in the delivery of the Services shall be the operation of the Deductions in accordance with the Payment Mechanism provided for in Schedule 13 Part 1 [Performance Standards and Payment Mechanism] Nothing in Clause 12.1 shall prevent or restrict the right of the CoT to seek any interdict or similar relief, any decree of specific performance or any other discretionary remedies of a court or dispute resolution body or other tribunal. If the Private Party is expressly entitled to any indemnification under this Agreement for any losses incurred by it whether because of the conduct of the CoT or any Claimother cause, then the Private Party’s sole remedy in respect of such losses shall be its indemnity and, accordingly, it shall not be entitled to any other remedy for such losses whether pursuant to Clause 39 or otherwise provided that this shall not detract from the Private Party’s rights pursuant to Clause 43 [CoT Events of Default]. A Party who is entitled to any indemnification or other compensation under this Agreement for any losses incurred by it, whether because of the conduct of the other Party or for any other cause, shall, in respect of such losses, not be entitled to: any claim for damages based on breach of contract, or delict or on any other basis in respect of such conduct or cause; or any claim for its own or that of subcontractors loss of profit, loss of use, loss of production, loss of business, loss of business opportunity, indirect, special or consequential loss as a result of such conduct or cause other than where such loss is specifically provided for as part of a compensation in terms of this Agreement. Save as otherwise provided in Clause 11.4 and 35.1.10 and to the extent the act or omission is or ought to be covered by the Insurances set out in Schedule 14 [Insurances], the CoT shall not be liable whether in contract, in delict or as a result of an indemnification in terms of this Agreement, or otherwise, to the Private Party in respect of any negligent act or omission of the CoT, its employees, officials, representatives or guests, which paragraph 10.3 above applies notwithstanding is or ought to be insured against pursuant to the Insurances. The Private Party has agreed to this on the basis that it does not have shall mitigate the right to do so pursuant to paragraph 10.3 if, in risks of any such negligent acts or omissions on the reasonable opinion part of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall applyCoT by obtaining and maintaining Insurances.

Conduct of Claims. This paragraph 10 shall apply If the Contractor has notified to the conduct, by Authority pursuant to Clause 19.11.1 that it reasonably believes that a party from whom an indemnity Third Party is sought under this Schedule, of claims made by a third person against a party having liable for (or claiming has contributed to) any damage to have) an OPV to which this Clause 19.11 applies, then, without prejudice to the benefit of the indemnity. The party havingAuthority's obligations under Clauses 19.11.2, or claiming to have19.11.4 and 19.11.9, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any noticeParties shall, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule within ten ("Claim"), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working 10) Business Days of receipt of the sameSRI Damage Notification meet to discuss the extent to which: such Third Party has caused or contributed to the damage to the OPV; any limitations of liability of such Third Party; and the reasonable prospects of the Contractor successfully pursuing a Third Party Claim in respect of such damage. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by Authority agreeing to reimburse the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier Contractor in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its any reasonable satisfaction against all costs and expenses that it may incur by reason incur, the Contractor shall promptly take such action (including commencing proceedings) as the Authority may reasonably request in writing in respect of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the a Third Party Claim. If the Indemnifier does elect to conduct Authority has requested that the ClaimContractor commence proceedings in respect of a Third Party Claim under Clause 19.11.15 (“Third Party Proceedings”), the Beneficiary shall give the Indemnifier all reasonable co-operationContractor shall: not, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect Authority, make any admission in relation to any Claim conducted by Third Party Claim, nor settle, compromise or consent to the Indemnifier pursuant entry of any judgment (or offer to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements do so) during or in respect of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayedThird Party Proceedings; and promptly provide the Indemnifier shall conduct Authority with such information and copies of such documents relating to such Third Party Proceedings as the Claim with all due diligenceAuthority may reasonably request. The Beneficiary shall be entitled to have conduct of If the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier Contractor fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary its obligations under Clauses 19.11.15 and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary 19.11.16 in respect of an indemnity under this Agreementany Third Party Claim, the Indemnifier Contractor shall only have no right (i) to be liable indemnified under the SRI Indemnity in respect of the SRI Event to indemnify which that Third Party Claim relates (the Beneficiary "Relevant SRI Event") and/or (ii) to be reimbursed under Clause 19.11.15 in respect of any reasonable costs and expenses it may incur in respect of that amount which would have been recoverable Third Party Claim, and the Contractor shall promptly on demand reimburse the Authority any monies paid by the Beneficiary had it conducted Authority pursuant to this Clause 19.11 and the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice SRI Indemnity in each case to the Indemnifier extent that it is retaining or taking over (as any such amounts relate to the case may be) Relevant SRI Event. For the conduct avoidance of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 ifdoubt, in the reasonable opinion event that any of the Beneficiary preliminary views and/or estimates provided by the Contractor under Clauses 19.11.1 (d) or (e) or either Party's view of the reasonable prospects of success of a Third Party Claim isas expressed during the discussions referred to in Clause 19.11.14 prove to be inaccurate in any respect this shall, except in the case of any bad faith or has becomewilful default on the part of the Contractor, have no effect upon the Authority's obligations to make payment under the SRI Indemnity. Excluding any interest comprised therein, if the Contractor is paid an amount by the Authority under Schedule 15 (Shipbuilder's Risk Indemnity) and then the Contractor subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) any sum from a Sensitive Claimthird party in respect of the same loss, then such amounts recovered (or the value of the saving or benefit obtained) shall be credited to Authority in full. In Interest comprised in recoveries from third parties shall be apportioned between the Contractor and the Authority, taking into account the sums paid by the Authority and the dates when such casespayments were made, notwithstanding that by the provisions addition of paragraph 10.6 above shall applyinterest the Authority may receive a larger sum than it had initially paid to the Contractor under Schedule 15 (Shipbuilder's Risk Indemnity).

Conduct of Claims. This paragraph 10 Clause 49.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 49.3.3, 49.3.4 and 10.549.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 49.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-co operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 49.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 49.3.2 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 49.3.1 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 49.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 49.3.2 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 49.3.5, then the Indemnifier shall be released from any liability under its indemnity under Clause 49.1 (Project Co Indemnities to Authority) or Clause 49.2 (Authority Indemnities to Project Co) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 49.3.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier); and any person taking any of the steps contemplated by Clauses 49.3.1 to 49.3.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. In such cases, Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above Clause 59 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot apply to the extent that such part or parts of Direct Losses could have been reduced or avoided by the Beneficiary complying with the provisions of such Clause 59 (Mitigation).

Conduct of Claims. This paragraph 10 clause 26.2 shall apply to the conduct, by a of either party from whom where an indemnity is sought under this ScheduleContract from the other party, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" Beneficiary and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim")Contract, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable having regard to any timescale imposed by a notice, demand, letter or any other form of document received by the Beneficiary; subject to clauses 26.2.4, 26.2.5 and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.526.2.6, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 aboveclause 26.2.1, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) at least half of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such actionaction (over and above those which the Beneficiary would otherwise have borne if the Indemnifier had no entitlement to conduct the relevant claim) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operationco‑operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 aboveclause 26.2.2: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement Contract if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 aboveclause 26.2.2; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working 20 Business Days of the notice from the Beneficiary under paragraph 10.2 above clause 26.2.2 or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which clause 26.2.3; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 above applies notwithstanding that it does not have clause 26.2.2 applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co-operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis clause 26.2.5 then the Indemnifier shall be released from any liability under its indemnity under clause 26.2 (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to clause 26.2.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim is, or has become, a Sensitive Claim. In such cases, same; the provisions amount paid to the Beneficiary by the Indemnifier in respect of paragraph 10.6 above the claim under the relevant indemnity; and either party taking any of the steps contemplated by clauses 26.2.2 – 26.2.5 shall applycomply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Contract.

Conduct of Claims. This paragraph 10 Clause 49.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 49.3.3, 49.3.4 and 10.549.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 49.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-co operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 49.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 49.3.2 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 49.3.1 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 49.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 49.3.2 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 49.3.5, then the Indemnifier shall be released from any liability under its indemnity under Clause 49.1 (DBFM Co Indemnities to Authority) or Clause 49.2 (Authority Indemnities to DBFM Co) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 49.3.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.provided that:

Conduct of Claims. This paragraph 10 shall apply to the conduct, by a party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim"), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified Indemnified’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within [10 Working Days Days] of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 1 shall apply to the conduct, by a party Party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party Party having, or claiming to have, the benefit of the indemnity is referred to as the "“Beneficiary" ” and the party giving the indemnity is referred to as the "“Indemnifier"”. If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("“Claim"”), the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 ten (10) Working Days of receipt of the same. Subject to paragraphs 10.4 1.4 and 10.51.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 1.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified Indemnifier’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operationcooperation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 1.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 1.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement Contract if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 1.3 above; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 ten (10) Working Days of the notice from the Beneficiary under paragraph 10.2 1.2 above or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 1.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 Clause 36.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 36.3.3, 36.3.4 and 10.536.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 36.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operationco‑operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 36.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 36.3.3 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 36.3.3 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 36.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 36.3.3 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co‑operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 36.3.5 then the Indemnifier shall be released from any liability under its indemnity under Clause 36.1 (hubco Indemnities to Authority) or Clause 36.2 (Authority Indemnities to hubco) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 36.3.3 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of:- an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out‑of‑pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, provided that: there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier); and any person taking any of the steps contemplated by Clauses 36.1 to 36.3.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. In such cases, Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above Clause 44 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot apply to the extent that such part or parts of Direct Losses could have been reduced or avoided by the Beneficiary complying with the provisions of such Clause 44 (Mitigation).

Conduct of Claims. This paragraph 10 Any Indemnified Person shall, promptly after the receipt of notice of any legal action or claim against such Indemnified Person in respect of which indemnification may be sought pursuant to this Section 10.1, notify the other Participant(s) from whom it seeks indemnity ("Indemnifying Participant(s)") of such action or claim. The Indemnifying Participant(s) shall apply not be obligated to indemnify the Indemnified Person(s) with respect to any such action or claim if the Indemnified Person(s) fails to notify the Indemnifying Participant(s) thereof in accordance with the provisions of this Section 10.1.2 in sufficient time to permit the Indemnifying Participant(s) to defend against such matter and to make a timely response thereto, including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the conductaction or claim, by a party from whom an indemnity is sought under this Schedulebut only insofar as such failure to notify the Indemnifying Participant(s) has actually resulted in material prejudice or damage to the Indemnifying Participant(s). In case any such action or claim shall be made or brought against the Indemnified Person(s), of claims made by a third person against a party having (or claiming to havethe Indemnifying Participant(s) the benefit of the indemnity. The party havingmay, or claiming if so requested by the Indemnified Person(s) shall, assume the defense thereof with counsel of its selection reasonably acceptable to havethe Indemnified Person(s) and reasonably competent and experienced to defend the Indemnified Person(s). In such circumstances, the benefit of Indemnified Person(s) shall (a) at no cost or expense to the indemnity is referred to Indemnified Person(s), cooperate with the Indemnifying Participant(s) and provide the Indemnifying Participant(s) with such information and assistance as the "Beneficiary" Indemnifying Participant(s) shall reasonably request in connection with such action or claim and (b) at its own expense, have the party giving the indemnity is referred right to as the "Indemnifier"participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Beneficiary receives Indemnifying Participant(s) has assumed and has reasonably maintained the defense of the relevant claim or action, (y) the Indemnifying Participant(s) shall not be liable for any noticesettlement thereof that is made without its consent and (z) the Indemnifying Participant(s) shall control the settlement of such claim or action, demandprovided, letter or other document concerning any claim for which it appears however, that the Beneficiary isIndemnifying Participant(s) shall not conclude any settlement that requires any action or forbearance from action or payment (unless paid in full by the Indemnifying Participant) or admission by the Indemnified Person(s) or any of its Affiliates without the prior approval of the Indemnified Person(s). The obligations of an Indemnifying Participant(s) shall not extend to any loss, damage or may become entitled toexpense of whatever kind and nature (including all related costs and expenses) to the extent the same results from the taking, indemnification under this Schedule ("Claim"after the receipt of notice of such legal action or claim against the Indemnified Person(s), and after the Beneficiary shall give notice to Indemnifying Participant has assumed and is maintaining the Indemnifier as soon as reasonably practicable and defense of such action in accordance with this Section 10.1.2 by the Indemnified Person(s) of any action (unless required by Applicable Law or applicable legal process) which prejudices the successful defense of the action or claim, without, in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5such case, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, Indemnifying Participant(s) (such consent not to be unreasonably withheld required in a case where the Indemnifying Participant(s) has not assumed or delayed; has assumed but has not reasonably maintained the defense of the action or claim). The Indemnified Person(s) agrees to afford the Indemnifying Participant(s) or the counsel of the Indemnifying Participant(s) the opportunity to be present at, and the Indemnifier shall conduct the Claim to participate in, conferences with all due diligence. The Beneficiary shall be entitled to have conduct of Persons, including Government Authorities, asserting any claim or action against the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable Indemnified Person(s) covered by the Beneficiary indemnity contained in respect this Section 10.1 or conferences with representatives of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In counsel for such cases, the provisions of paragraph 10.6 above shall applyPerson(s).

Conduct of Claims. This paragraph 10 shall apply to the conduct, by a party Party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party Party having, or claiming to have, the benefit of the indemnity is referred to as the "“Beneficiary" ” and the party giving the indemnity is referred to as the "“Indemnifier"”. If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("“Claim"”), the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 ten (10) Working Days of receipt of the same. Subject to paragraphs 10.4 34.4 and 10.534.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 34.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified Indemnifier’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operationcooperation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 34.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 34.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 34.3 above; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 ten (10) Working Days of the notice from the Beneficiary under paragraph 10.2 34.2 above or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 34.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 Clause 49.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 49.3.3, 49.3.4 and 10.549.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 49.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-co operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 49.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 49.3.2 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 49.3.1 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 49.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 49.3.2 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 49.3.5, then the Indemnifier shall be released from any liability under its indemnity under Clause 49.1 (Sub-hubco Indemnities to Authority) or Clause 49.2 (Authority Indemnities to Sub-hubco) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 49.3.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out of pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier); and any person taking any of the steps contemplated by Clauses 49.3.1 to 49.3.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. In such cases, Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above Clause 59 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot apply to the extent that such part or parts of Direct Losses could have been reduced or avoided by the Beneficiary complying with the provisions of such Clause 59 (Mitigation).

Conduct of Claims. This paragraph 10 11 shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleSchedule 20, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "“Beneficiary" ” and the party giving the indemnity is referred to as the "“Indemnifier"”. If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule 20 ("“Claim"”), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days ten days of receipt of the same. Subject to paragraphs 10.4 11.4 and 10.511.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above11.2, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified Indemnifier’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below11.5, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above11.3: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above11.3; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days ten days of the notice from the Beneficiary under paragraph 10.2 above 11.2 or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply11.4.

Conduct of Claims. This paragraph 10 shall apply to the conduct, by a party from whom an indemnity is sought under this Schedule, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim"), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier Consultant or the Supplier Consultant Party are the Beneficiary and the conduct of which the Commissioner or Supplier Consultant acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier Consultant or the Supplier Consultant Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.

Conduct of Claims. This paragraph 10 Clause 49.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 49.3.3, 49.3.4 and 10.549.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 49.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operationco‑operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 49.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 49.3.2 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 49.3.1 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 49.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 49.3.2 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co‑operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 49.3.5, then the Indemnifier shall be released from any liability under its indemnity under Clause 49.1 (Project Co Indemnities to Authority) or Clause 49.2 (Authority Indemnities to Project Co) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 49.3.2 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out‑of‑pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the Beneficiary to pursue such recovery and that the Indemnifier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Indemnifier exceeds any loss sustained by the Beneficiary (including for this purpose indirect or has become, a Sensitive Claimconsequential losses or claims for loss of profits which are excluded by this Agreement from being recovered from the Indemnifier); and any person taking any of the steps contemplated by Clauses 49.3.1 to 49.3.5 shall comply with the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement. In such cases, Mitigation – indemnity claims To avoid doubt the provisions of paragraph 10.6 above Clause 59 (Mitigation) apply to any indemnity given under this Agreement and any such indemnity shall applynot apply to the extent that such part or parts of Direct Losses could have been reduced or avoided by the Beneficiary complying with the provisions of such Clause 59 (Mitigation).

Conduct of Claims. This paragraph 10 Clause 36.3 (Conduct of Claims) shall apply to the conduct, by a party from whom an indemnity is sought under this ScheduleAgreement, of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If Accordingly: if the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule ("Claim")Agreement, the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working twenty (20) Business Days of receipt of the same. Subject ; subject to paragraphs 10.4 Clauses 36.3.3, 36.3.4 and 10.536.3.5 below, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 Clause 36.3.1 above, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claimclaim, the Indemnifier shall (subject to providing the Beneficiary with a secured an indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating to the Claimnegotiations. If the Indemnifier does elect to conduct the Claim, the The Beneficiary shall give the Indemnifier all reasonable co-operationco‑operation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier pursuant to paragraph 10.3 Clause 36.3.2 above: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; and the Indemnifier shall not pay or settle such Claim claims without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim claim in accordance with paragraph 10.3 Clause 36.3.3 above; or the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim claim within 10 Working twenty (20) Business Days of the notice from the Beneficiary under paragraph 10.2 Clause 36.3.3 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the Claimclaim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 Clause 36.3.3 above. Sensitive claims With respect to any Claim for which ; the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 Clause 36.3.3 above applies notwithstanding that it does not have applies. On receipt of such notice the right Indemnifier shall promptly take all steps necessary to do so transfer the conduct of such claim to the Beneficiary, and shall provide to the Beneficiary all reasonable co‑operation, access and assistance for the purposes of considering and resisting such claim. If the Beneficiary gives any notice pursuant to paragraph 10.3 ifthis Clause 36.3.5 then the Indemnifier shall be released from any liability under its indemnity under Clause 36.1 (hubco Indemnities to Authority) or Clause 36.2 (Authority Indemnities to hubco) (as the case may be) and, without prejudice to any accrued liabilities, any liability under its indemnity given pursuant to Clause 36.3.3 in respect of such claim; if the reasonable opinion Indemnifier pays to the Beneficiary an amount in respect of an indemnity and the Beneficiary subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the Beneficiary shall forthwith repay to the Indemnifier whichever is the lesser of:- an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out‑of‑pocket costs and expenses properly incurred by the Beneficiary in recovering the Claim issame; and the amount paid to the Beneficiary by the Indemnifier in respect of the claim under the relevant indemnity, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply.provided that:

Conduct of Claims. Indemnities This paragraph 10 schedule shall apply to the conduct, by a party Party from whom an indemnity is sought under this ScheduleAgreement ("Indemnifier"), of claims made by a third person against a party having (or claiming to have) the benefit of the indemnity. The party having, or claiming to have, the benefit of the indemnity is referred to as the ("Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier"). If the Beneficiary receives any notice, demand, letter or other document concerning notice of any claim for which it appears that the Beneficiary is, or may become become, entitled to, to indemnification under this Schedule Agreement ("Claim"), the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5paragraph 2, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 aboveBeneficiary, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnified Indemnifier's own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable co-operationcooperation, access and assistance for the purposes of such Claim and, subject to paragraph 10.5 below2.2, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to paragraph 10.3 above1.3: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with paragraph 10.3 above1.3; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary shall be free at any time to give written notice to the Indemnifier that it is retaining or taking over (as the case may be) the conduct of any Claim, to which paragraph 10.3 above applies notwithstanding that it does not have the right to do so pursuant to paragraph 10.3 if, in the reasonable opinion of the Beneficiary the Claim is, or has become, a Sensitive Claim. In such cases, the provisions of paragraph 10.6 above shall apply1.4.

Conduct of Claims. This paragraph 10 shall apply to In the conductevent of any claims, by statutory fees, costs, charges, penalties (including without limitation any legal costs), contributions, compensations, cost recoveries, expenses or fines being levied or claimed from a party from whom person in respect of which an indemnity is sought under this Schedule, of claims made provided by a third person against a party having (or claiming the Supplier pursuant to have) the benefit of the indemnity. The party having, or claiming to haveARTICLE 11, the benefit of the indemnity is referred following provisions shall apply: subject to as the "Beneficiary" and the party giving the indemnity is referred to as the "Indemnifier". If the Beneficiary receives any notice, demand, letter or other document concerning any claim for which it appears that the Beneficiary is, or may become entitled to, indemnification under this Schedule ("Claim"Sections 11.3(b), the Beneficiary shall give notice to the Indemnifier as soon as reasonably practicable 11.3(c) and in any event within 10 Working Days of receipt of the same. Subject to paragraphs 10.4 and 10.5, on the giving of a notice by the Beneficiary pursuant to paragraph 10.2 above11.3(d), where it appears that the Beneficiary a person is or may be entitled to indemnification from the Indemnifier Supplier in respect of all (but not part only) of the liability arising out of a claim, such person entitled to indemnification may at its sole election and subject to: approval by any relevant insurers (without prejudice to Section 11.3(f); and the Claim, the Indemnifier shall (subject to Supplier providing the Beneficiary party entitled to indemnification with a secured indemnity to its reasonable satisfaction against all costs and expenses (including legal expenses) that it may incur by reason of such action) be entitled , permit or require the Supplier to dispute the Claim in the name claim on behalf of the Beneficiary person entitled to indemnification at the Indemnified Supplier’s own expense and take conduct of any defence, dispute, compromise compromise, or appeal of the Claim claim and of any incidental negotiations relating negotiations; provided that the person entitled to the Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary indemnification shall give the Indemnifier Supplier (provided at the Supplier’s cost) all reasonable co-operationcooperation, access and assistance for the purposes of considering and resisting such Claim and, subject to paragraph 10.5 below, the Beneficiary shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Indemnifier. With claim; with respect to any Claim claim conducted by the Indemnifier Supplier pursuant to paragraph 10.3 above: Section 11.3(a): the Indemnifier Supplier shall keep the Beneficiary person entitled to indemnification fully informed and consult with it about material elements of the conduct of the Claimclaim; the Indemnifier Supplier shall not bring the name of the Beneficiary person entitled to indemnification (or any Group Member thereof) into disrepute; and the Indemnifier Supplier shall not pay or settle such Claim claims without the prior written consent of the Beneficiaryperson entitled to indemnification, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be a person entitled to have conduct of the Claim and indemnification shall be free to pay or settle any Claim claim on such terms as it thinks fit (and without prejudice to its rights and remedies under this Agreement Agreement) if: the Indemnifier Supplier is not entitled to to, or is not permitted or instructed, take conduct of the Claim claim in accordance with paragraph 10.3 above; the Indemnifier fails to notify the Beneficiary of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary under paragraph 10.2 above or if the Indemnifier notifies the Beneficiary that it does not intend to take conduct of the ClaimSection 11.3(a); or the Indemnifier Supplier fails to comply in any material respect with the provisions of paragraph 10.4 above. Sensitive claims With respect to any Claim for which Sections 11.3(a) or 11.3(b); the Commissioner or the Supplier or the Supplier Party are the Beneficiary and the conduct of which the Commissioner or Supplier acting reasonably, considers is likely to have an adverse impact on the general public's perception of the Commissioner or the Supplier or the Supplier Party ("Sensitive Claim"), the Indemnifier shall only be person entitled to take conduct of any defence, dispute, compromise or appeal of the Sensitive Claim with the Beneficiary's prior written consent. If the Beneficiary withholds such consent and elects indemnification pursuant to conduct the defence, dispute, compromise or appeal of the Sensitive Claim itself, it shall conduct the Sensitive Claim with all due diligence and if any failure to do so results in an increase in the amount recoverable by the Beneficiary in respect of an indemnity under this Agreement, the Indemnifier shall only be liable to indemnify the Beneficiary in respect of that amount which would have been recoverable by the Beneficiary had it conducted the Sensitive Claim with all due diligence. The Beneficiary ARTICLE 11 shall be free at any time to give written notice to the Indemnifier Supplier that it is retaining or taking over (as the case may be) the conduct of any Claimdefence, dispute, compromise or appeal of any claim (or of any incidental negotiations) to which paragraph 10.3 above applies notwithstanding Section 11.3(a) applies. On receipt of such notice the Supplier shall promptly take all steps necessary to transfer the conduct of such claim to the person entitled to indemnification, and shall provide to the person entitled to indemnification all reasonable co-operation, access and assistance for the purposes of considering and resisting such claim; if the Supplier pays to the person entitled to indemnification an amount in respect of an indemnity and the person entitled to indemnification subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstances giving rise to the claim under the indemnity, the person entitled to indemnification shall forthwith repay to the Supplier whichever is the lesser of: an amount equal to the sum recovered (or the value of the saving or benefit obtained) less any out-of-pocket costs and expenses (including legal expenses) properly incurred by the person entitled to indemnification in recovering the same; and the amount paid to the person entitled to indemnification by the Supplier in respect of the claim under the relevant indemnity, provided that there shall be no obligation on the part of the person entitled to indemnification to pursue such recovery and that the Supplier is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the Supplier exceeds any loss sustained by the person entitled to indemnification; the Supplier shall inform the person entitled to indemnification of the requirements of any insurer who may have an obligation to provide an indemnity in respect of any liability arising under this Agreement and in relation to such the person entitled to indemnification shall issue instructions accordingly; and any person entitled to an indemnity from the Supplier must take all reasonable measures to mitigate any loss, damage or liability that it does not have the right to do so pursuant to paragraph 10.3 if, may suffer in the reasonable opinion respect of the Beneficiary the Claim is, or has become, a Sensitive Claim. In any such cases, the provisions of paragraph 10.6 above shall applymatter.