Schedule 2

Subject to sub-paragraph (2), SembGas shall not have any liability in respect of any claim under the SembGas Warranties unless reasonable particulars of the claim are given to SembGas within 12 months of the Appointed Day.(2) SembGas shall not have any liability in respect of any claim under the SembGas Warranties for matters referred to in paragraphs 3(2)(b) and 4(6) of the SembGas Warranties unless reasonable particulars of the claim are given to SembGas within 13 months of the Appointed Day.(3) Any claim by PowerGas for a breach of any of the SembGas Warranties shall (if not previously satisfied, settled or withdrawn) be taken to be waived or withdrawn and shall be barred and unenforceable on the first anniversary of the date the claim is made unless proceedings (including arbitration proceedings) in respect of the claim have been instituted.Post-Transfer actions by PowerGas

where the claim is as a result of any legislation not in force on the Appointed Day which takes effect retrospectively; or

where the claim is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the Appointed Day.Obligations of PowerGas with regard to warranty claims5.—

If, after the Appointed Day, PowerGas becomes aware of any circumstances which could (whether alone or with any other possible circumstances) give rise to a breach of any of the SembGas Warranties, including (without limitation) a claim against PowerGas which could (whether alone or with any other possible circumstances) give rise to a breach of any of the SembGas Warranties, then —

PowerGas shall promptly give SembGas reasonable details of the circumstances and any further related circumstances of which PowerGas becomes aware;

until it notifies SembGas in accordance with sub-paragraph (a), PowerGas shall take reasonable steps to mitigate any loss which may give rise to a claim against SembGas for breach of any of the SembGas Warranties;

PowerGas shall not make any admission of liability, agreement or compromise with any person in relation to the circumstances without first consulting with and obtaining the approval of SembGas, such approval not to be unreasonably withheld;

PowerGas shall give SembGas and its professional advisers reasonable access to the relevant personnel of PowerGas and relevant accounts, documents and records within the power, possession or control of PowerGas, provided that such information shall relate solely to the dispute and only for purposes of disputing or defending or appealing the claim; and

PowerGas shall take all action in good faith and with due diligence that SembGas directs to avoid, remedy or mitigate the breach, including legal proceedings (other than against Singapore Power Limited or any of its Subsidiaries) and disputing, defending, appealing or compromising the claim and any adjudication of it; and SembGas shall reimburse all pre-approved expenses incurred by PowerGas in taking such action, provided that such action would not result in a breach, default or contravention of any of PowerGas’ obligations under any document to which it is a party, any legislation or code of practice or any Governmental Approval or direction issued by a Governmental Agency.(2) In this paragraph —“Governmental Agency” means any government ministry or any governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity;“Governmental Approval” means any approval, consent, concession, decree, Permit, waiver, privilege and exemption from, or filing with, or notice to, any Governmental Agency;“Permit” means any permit, licence, consent, permission, approval, certificate, qualification, registration, or other authorisation from a Governmental Agency or relevant party, or any filing of a notification, report or assessment required in any jurisdiction, whether or not reduced into writing;“Subsidiary” has the same meaning as in section 5 of the Companies Act (Cap. 50). [G.N. No. S 458/2008]