Template:GTMA Master Agreement 2004 22

22 Expert Determination

22.1 If any matter is referred to an independent expert (the “Expert") in accordance with the Agreement, the Expert shall be appointed by agreement between the Parties. If the Parties fail to agree upon that appointment within 10 Banking Days of a Party notifying the other Party of its decision to refer the matter to an Expert, the President of the Law Society of England and Wales may appoint the Expert on the application of either Party.

22.2 In the absence of the Parties agreeing any amendments to Agreement, if that failure to agree is referable to the Expert, the Expert shall have power to make amendments binding on the Parties to Agreement consistent with any relevant requirements, purposes or restrictions concerning those amendments expressly provided for in Agreement. The Parties agree that it is their intention that in the absence of their ability to agree any required amendments to Agreement, Agreement should continue and not come to an end or be deemed to be void or voidable in accordance with the doctrine of frustration or any other legal theory. Accordingly, if the Expert is unable to decide upon any amendments based on the express or implied intentions of the Parties, the Expert shall be entitled to have regard to the way in which similar issues or amendments are addressed or are proposed to be addressed by other electricity industry participants and to substitute the Expert's own view of what is reasonable in all the circumstances.

22.3 The Expert shall act as an expert and not as an arbitrator and shall give his or her determination in writing.

22.4 In the absence of fraud or manifest error, the determination of the Expert shall be final, conclusive and binding upon the Parties.

22.5 The Expert shall determine the procedure to be followed by the Expert for the purpose of making a determination provided that the Parties shall use their respective reasonable endeavours to ensure that he or she makes his or her determination within 20 Banking Days of being appointed.

22.6 Each of the Parties shall bear one half of the costs of the Expert unless the Expert determines otherwise.

22.7 Pending the determination of any amendments to Agreement by the Parties or the Expert, the Parties shall continue to the extent possible to perform their obligations under Agreement.