33.2  Assignment of benefit of Delegated Rights to the Service Provider

The Authority hereby assigns to the Service Provider the benefit of the Delegated Rights, and the Service Provider shall, if requested by the Authority, perform the Delegated Rights, and shall observe the proper exercise of the same and 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 improper exercise or a failure to exercise the Delegated Rights; and

(b)  any Losses incurred by the Authority as a result of:

(i)  the exercise by the Service Provider of the Delegated Rights; and

(ii)  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 exercise the Delegated Obligations in accordance with their terms and having due regard to the respective rights and obligations of the parties under this Contract.