Template:GTMA Master Agreement 2004 12.9

12.9 Change in Taxes

12.9.1 If change in taxes is specified in Schedule 2 and due to:

12.9.1(a) any action taken by a taxing authority or brought in a court of competent jurisdiction on or after the date on which a Transaction is entered into (regardless of whether that action is taken or brought with respect to a Party); or

12.9.1(b) a Change in Tax Law,

a Party (the “Affected Tax Party") will, or there is a substantial likelihood that it will, on the next Due Date either:

12.9.1(c) be required to pay an amount in respect of a Relevant Tax; or

12.9.1(d) receive a payment from which an amount is required to be deducted or withheld for or on account of a Relevant Tax and no additional amount is required to be paid in respect of that Relevant Tax,

other, in either case, than in respect of interest payable under this Agreement, (a “Relevant Change in Tax"), then the Affected Tax Party may give a notice electing to terminate, liquidate and accelerate that Transaction in accordance with clauses 12.3, 12.4 and 12.5, except that, for the purposes of clause 12.3, either Party may designate an Early Termination Date and, for the purposes of clause 12.4 and 12.5, references to the Defaulting Party will be read as references to the Affected Tax Party, references to the Non-Defaulting Party will be read as references to the Party which is not the Affected Tax Party, references to “all Transactions” will be read as references to all Transactions affected by the Relevant Change in Tax and the notice given by the Affected Tax Party electing to terminate, liquidate and accelerate the Transaction shall be deemed to be the notice to terminate, liquidate and accelerate to be given by the Non-Defaulting Party for the purposes of clause 12.3. However, if both Parties are Affected Tax Parties, each Party shall determine the Termination Payment in respect of the terminated Transactions and the amount payable shall be the algebraic average of the two Termination Payments.

12.9.2 “Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

12.9.3 “Relevant Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest or penalties) that is imposed by any government or other taxing authority directly in respect of any payment, notification or nomination under this Agreement other than stamp, registration, documentation or similar tax. Relevant Tax does not include, without limitation, income tax, taxes on the generation, transmission, distribution or use of electricity or taxes imposed generally on a Party's business.