33.1  Authority subcontracts Third Party Undertakings to Service Provider

From the Service Commencement Date, the Authority sub-contracts to the Service Provider the obligation to observe and perform all obligations of the Authority under the Third Party Undertakings (other than the Retained Obligations) and shall indemnify and (subject to clause 52.3 (Limitation on Liability) hold the Authority harmless from and against:

(a)  all liabilities arising out of, or in relation to, the Delegated Obligations or the performance, defective performance or failure to perform the Delegated Obligations to the extent due for performance after the Service Commencement Date; and

(b)  the Authority's internal costs of satisfying the Delegated Obligations in place of the Service Provider (where, following such failure or defective performance and in its absolute discretion it elects to do so) and a fair apportionment of the cost of any employees or other resources committed to so doing as a result of the defective performance of the Service Provider or the failure of the Service Provider to observe or perform the Delegated Obligations; and

(c)  any Losses incurred by the Authority as a result of the inability of the Authority to observe or perform the Retained Obligations or to exercise the Retained Rights, or any increase in the costs or expenses incurred in observing or performing the Retained Obligations, to the extent arising from the failure of the Service Provider to observe and perform the Delegated Obligations in accordance with their terms.