Paragraph 8 Requirement for indemnification of the required grantor

(1)

Before carrying out any part of the relevant works on the relevant land, the operator must indemnify the required grantor against the indemnity liabilities up to a maximum of £5,000,000.

(2)

The required grantor must –

(a)

give the operator reasonable notice of any indemnity liabilities arising,

(b)

use reasonable endeavours to mitigate the indemnity liabilities,

(c)

not compromise or settle any of the indemnity liabilities without the consent of the operator, such consent not to be unreasonably withheld or delayed, and

(d)

permit the operator to defend any claim arising from the indemnity liabilities in the name of the required grantor, at the expense of the operator.

(3)

In this paragraph “indemnity liabilities” means any third party actions, claims, costs, expenses, proceedings or demands arising as a result of any act or omission by the operator in exercising its rights under this agreement or any breach or non-performance of the obligations of the operator under this agreement.