Common use of New Taxes Clause in Contracts

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. (a) If at any time during the term of this document a Change in Impost occurs that increases the amounts the Service Providers (or in the case of a Carbon Charge, a related body corporate of the Service Providers) are required to pay directly or indirectly in respect of the transportation of Natural Gas and the Shipper is not required to reimburse that amount to the Service Providers under any other provisions of this document, then the Shipper must pay the Service Providers an amount equal to the net amount of the increase to the extent that it is related to Natural Gas transported by the Service Providers under this document. (b) If at any time during the term of this document a Change in Impost occurs that decreases the amounts the Service Providers (or in the case of a Carbon Charge, a related body corporate of the Service Providers) required to pay directly or indirectly in respect of the transportation of Natural Gas and the Service Providers are not required to reimburse that amount to the Shipper under any other provisions of this document, then the Service Providers must pay the Shipper an amount equal to the net amount of the decrease to the extent that it is related to Natural Gas transported by the Service Providers under this document. (c) If the Service Providers cannot finally determine the effect of a Change in Impost for the period covered by an invoice then the Service Providers must make a reasonable estimate of the amount of the payment required to be made under clause 24.1(a) or 24.1(b) (whichever is applicable) and that estimate must be used for the purposes of the invoice. When the Service Providers have finally determined the effect of a Change in Impost for that period then the amount of over or under payment will be credited or debited (as applicable) in the next invoice. If the invoice for the last month in the term of this document has been issued, then the Service Providers must issue an additional invoice setting out any payment to be made by the Shipper, or that is owing to the Shipper, pursuant to this clause 24.1. (d) the Service Providers will promptly advise the Shipper of any: (i) a New Tax occurs and payment required to be made under clause 24.1(a); (ii) Buyer or Seller would payment required to be responsible for such New Tax if it were a Tax made under Section 6.1 and clause 24.1(b); (iii) such New Tax is, due to estimate made under clause 24.1(c); or (iv) final determination made and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, corresponding credit or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause debit required to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax made under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Taxclause 24.1(c), and prior will provide the Shipper with sufficient written evidence of the matters giving rise to the proposed Early Termination Date Buyer and Seller shall attempt requirement for a payment to reach a mutual agreement as to the sharing of the New Tax, be made under clause 24.1(a) or clause 24.1 (b) if a mutual sharing agreement (whichever is not reached, applicable) to enable the non-Taxed Party shall have Shipper to verify the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis amount of the New Taxes, (c) should the non-Taxed Party at its election agree payment and to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for consider any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer estimate made pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its lossesclause 24.1(c), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. (a) If (i) a New Tax occurs is imposed on the purchase and sale of Gas under any Transaction (the “New Tax Transaction”) and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 15.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type one which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such New Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A (a) shall not apply. B. . (b) If (i) a New Tax occurs is imposed on the purchase and sale of Gas under any Transaction(s), and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, 15.1 and (iii) Paragraph A (a) does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, bear such taxes prior to and including throughout the initial Agreement Period (below defineddefined below) invoked under this Section 6.2, New Taxes shall be allocated as if they the New Tax were Taxes as provided in Section 6.1: (a) the 15.1. The Taxed Party must give the non-Taxed Party at least 30 Days prior may elect, upon thirty (30) Days’ written notice (the "“Agreement Period"”) of its intent to declare an Early Termination Date the other Party (and which the “non-Taxed Party”), to terminate the New Tax Transaction(s) only; provided, however, such notice shall be given no later than 90 ninety (90) Days after the later of the enactment of or the effective date of the relevant New Tax). After the Taxed Party has provided such notice, and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if . If a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the New Tax Transaction(s) shall not terminate, and the Taxed Party’s notice to elect to terminate the New Tax Transaction(s) shall be deemed to have been withdrawn, and the Taxed Party shall not have the right during such continuous period to declare again elect to terminate the Early Termination Date New Tax Transaction(s) on the basis of the that New Taxes, (c) should Tax. If the non-Taxed Party at its election agree agrees to pay the New Tax on a Month to Month basis, then upon 30 Days thirty Days’ prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax after such notice period and the Parties shall again be subject to this Section 6.2 15.3 (b) as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if . If a mutual sharing agreement is not reached and the non-Taxed Party does not elect within the Agreement Period to pay the New Tax for any period of time within after the Agreement Period, the Taxed Party may terminate the New Tax Transaction(s) only, at the end of the Agreement Period, by giving at least thirty (30) Days’ written notice thereof to the Non-Taxed Party. The Non-Taxed Party shall calculate its Early Termination Date shall take effect and all Damages for the terminated New Tax Transactions must be terminated and be subject to the same Early Termination Datein accordance with Section 10.2, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each Non-Taxed Party were a Notifying Party; provided further, if . The Non-Taxed Party shall give the calculation Taxed Party written notice of the amount of Early Termination Payments results Damages, stating in either reasonable detail how the nonamount was calculated (the “Non-Taxed Party's or ’s Notice”), and (i) if the Non-Taxed Party is considered to have incurred a gain on the termination of the New Tax Transaction(s), the Non-Taxed Party shall pay one-half of such gain to the Taxed Party's having either ; or (ii) if the Non-Taxed Party is considered to have incurred a gain or loss (after netting its gains against its lossesthe “Non-Taxed Party’s Deemed Loss”), the Parties Taxed Party shall share equally such net gain due, or be responsible to pay to the Non-Taxed Party having the net loss, an amount equal to one-half of the Termination Payment and (f) such Termination Non-Taxed Party’s Deemed Loss. Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in made within ten (10) Days of the ENFOLIO General ProvisionsTaxed Party’s receipt of the Non-Taxed Party’s Notice.

New Taxes. A. If (i) In the event any New Taxes result in Gatherer incurring additional expenses to provide the Services, then Gatherer shall have the right to increase the then-current Fees hereunder or impose a New Tax occurs separate surcharge on Producer’s Saltwater in order to recover Producer’s proportional share of the costs and (ii) Buyer or Seller would be responsible for expenses associated with such New Tax if it were Taxes in a Tax under Section 6.1 manner that is reasonable and (iii) such New Tax is, due equitable to all shippers and customers on the basis of lawsGathering System, regulations and applicable contracts of Buyer in effect as of subject to the following: (a) Gatherer will notify Producer, not fewer than 90 Days prior to the intended effective date of the New Taxany proposed rate increase or surcharge under this Section 15.2, of the type which Buyer can pass directly through toamount of such proposed rate increase or surcharge, reasonably detailed information to justify such proposed rate increase or surcharge together with reasonable supporting documentation therefor, and the method for calculating such proposed rate increase or surcharge. (b) Following Producer’s receipt of such notice from Gatherer, the Parties agree to promptly and in good faith enter into negotiations regarding, and shall agree on, whether there should be reimbursed bya reasonable rate increase or surcharge and the amount thereof, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all address such New Taxes under this Section 15.2. (c) If the Parties agree upon a rate increase or surcharge within 90 Days following Producer’s receipt of Gatherer’s notice, then the Parties will promptly amend this Agreement to reflect such rate increase or surcharge. (d) [Omitted]. (e) If the Parties are unable to agree upon a rate increase or surcharge (or the amount thereof) within 90 Days following Producer’s receipt of Gatherer’s notice, then either Party may refer the dispute to the senior management of the Parties for further consideration, in which case the senior management of the Parties will negotiate the proposed rate increase or surcharge diligently and Buyer shall indemnify, defend and hold harmless Seller from any Claims for in good faith in order to reach agreement on a reasonable rate increase or surcharge. If the senior management of the Parties fail to agree upon a reasonable rate increase or surcharge within 30 Days after receiving notice of such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date dispute in accordance with the provisions of this Agreement subject to the following conditions; providedpreceding sentence, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed then either Party shall have the right, but not the obligation, upon written notice right to the Taxed Party within the Agreement Period, to pay the New Tax for exercise any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, rights it has – under this Agreement (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results 16.3) and at law or in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay equity – with respect to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject other Party’s failure to arbitration as provided in the ENFOLIO General Provisionsagree on a reasonable rate increase or surcharge.

New Taxes. A. If (i) a New Tax occurs is imposed and (ii) Buyer Customer or Seller EESI would be responsible for paying such New Tax if it were a Tax under Section 6.1 and (iii) such with respect to the Transactions, the Party responsible for the New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Affected Party") shall be entitled to declare an Early Termination Date with respect to those Transactions affected by the New Tax ("Affected Transactions") in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: : (a) the Taxed Affected Party must give the nonother Party ("Non-Taxed Party Affected Party") at least 30 Days thirty (30) days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after also include the later additional information described in the last sentence of the enactment or effective date of the relevant New Taxthis Section 7.2), and prior to the proposed Early Termination Date Buyer Date, Customer and Seller EESI shall attempt to reach a mutual agreement as to the sharing of which Party will pay the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and within thirty (30) days after the non-Taxed Affected Party does not elect to pay provides the New Tax for any period of time within the Agreement Periodnotice provided in subsection (a) above, the Early Termination Date shall take effect and all Affected Transactions must shall be terminated and be subject to the same Early Termination Date, (ec) the Early Termination Date shall be effected as if a Triggering an Event of Default had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 EESI shall calculate their respective Termination Payments in a commercially reasonable manner its net Loss (amount of Losses and Costs after netting Gains), if any, resulting from the termination of all Affected Transactions as if they each it were the "Non-Defaulting Party" under Section 4 hereof and provided further that EESI's Gains and Losses shall be determined without taking into effect the impact of the New Taxes, and (d) Customer shall pay to EESI the amount of the net Loss calculated in subsection (c) above in accordance with the provisions of Section 4.4(a). In the notice described in subsection (a) above the Affected Party will include a Notifying Party; provided furthercalculation, if in reasonable detail, estimating the notional value of the amount payable under subsection (c) above, the Parties acknowledge that such calculation shall be merely a good faith estimate of the amount payable and a final and definitive calculation of the amount due will be made on or before the Early Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General ProvisionsDate.

New Taxes. A. If (i) In the event any New Taxes result in Gatherer incurring additional expenses to provide the Services, then Gatherer shall have the right to increase the then-current Fees hereunder or impose a New Tax occurs separate surcharge on Shipper’s Crude Oil in order to recover Shipper’s proportional share of the costs and (ii) Buyer or Seller would be responsible for expenses associated with such New Tax if it were Taxes in a Tax under Section 6.1 manner that is reasonable and (iii) such New Tax is, due equitable to all shippers and customers on the basis of lawsGathering System, regulations and applicable contracts of Buyer in effect as of subject to the following: (a) Gatherer will notify Shipper, not fewer than 90 Days prior to the intended effective date of the New Taxany proposed rate increase or surcharge under this Section 16.3, of the type which Buyer can pass directly through toamount of such proposed rate increase or surcharge, reasonably detailed information to justify such proposed rate increase or surcharge together with reasonable supporting documentation therefor, and the method for calculating such proposed rate increase or surcharge. (b) Following Shipper’s receipt of such notice from Gatherer, the Parties agree to promptly and in good faith enter into negotiations regarding, and shall agree on, whether there should be reimbursed bya reasonable rate increase or surcharge and the amount thereof, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all address such New Taxes under this Section 16.3. (c) If the Parties agree upon a rate increase or surcharge within 90 Days following Shipper’s receipt of Gatherer’s notice, then the Parties will promptly amend this Agreement to reflect such rate increase or surcharge. (d) [Omitted]. (e) If the Parties are unable to agree upon a rate increase or surcharge (or the amount thereof) within 90 Days following Shipper’s receipt of Gatherer’s notice, then either Party may refer the dispute to the senior management of the Parties for further consideration, in which case the senior management of the Parties will negotiate the proposed rate increase or surcharge diligently and Buyer shall indemnify, defend and hold harmless Seller from any Claims for in good faith in order to reach agreement on a reasonable rate increase or surcharge. If the senior management of the Parties fail to agree upon a reasonable rate increase or surcharge within 30 Days after receiving notice of such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date dispute in accordance with the provisions of this Agreement subject to the following conditions; providedpreceding sentence, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed then either Party shall have the right, but not the obligation, upon written notice right to the Taxed Party within the Agreement Period, to pay the New Tax for exercise any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, rights it has – under this Agreement (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results 17.3) and at law or in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay equity – with respect to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject other Party’s failure to arbitration as provided in the ENFOLIO General Provisionsagree on a reasonable rate increase or surcharge.

New Taxes. A. If (a) Notwithstanding any other provision of this Agreement to the contrary, if (i) a New Tax occurs is imposed and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis is (as a result of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, ) of the type which that Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supplyentity, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such New Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. . (b) If (i) a New Tax occurs is imposed and (ii) either Buyer or Seller would be responsible for paying such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A paragraph (a) does not apply, such the Party responsible Buyer or Seller for the New Tax (the "Taxed Affected Party") shall be entitled to declare an Early Termination Date with respect to those Transactions affected by the New Tax ("Affected Transactions") in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Affected Party must give the nonother Party ("Non-Taxed Party Affected Party") at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Date, Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the nonNon-Taxed Affected Party shall have the right, but not the obligation, upon written notice to the Taxed Affected Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month month to Month month basis, and in such case the Taxed Affected Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New TaxesTax, (c) should the nonNon-Taxed Affected Party at its election agree to pay the New Tax on a Month month to Month month basis, then upon 30 Days prior written notice to the Taxed Affected Party of its election to cease payment of such New Tax, the Taxed Affected Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 9.3 as if the New Tax had an effective date as of the date the nonNon-Taxed Affected Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the nonNon-Taxed Affected Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Affected Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering an Event of Default had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payableoccurred; provided, however, that both Seller and Buyer pursuant to Section 4.1 shall calculate in a commercially reasonable manner their respective Termination Payments net Gain (amount of Gain after netting Losses and Costs) or net Loss (amount of Losses and Costs after netting Gains) resulting from the termination of all Affected Transactions as if they each were a Notifying Party; and provided further, if however, that each Party's Gains and Losses shall be determined without taking into effect the calculation impact of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either New Taxes, (f) (i) if both Parties have a gain or loss (after netting its gains against its losses)net Gain, the Parties Party with the greater net Gain shall share equally such net gain due, or be responsible to pay to the other Party having fifty percent (50%) of the difference between the two (2) net Gains; (ii) if both Parties have a net Loss, the Party with the lesser net Loss shall pay to the other Party fifty percent (50%) of the absolute value of the difference between the two (2) net Losses; and (iii) if one Party shall have a net Gain and the other Party shall have a net Loss, the Party with the net loss, one-half Gain shall pay to the other Party fifty percent (50%) of the Termination Payment sum of the absolute value of the net Gain and the absolute value of the net Loss and (fg) such Termination Payment payment shall be payable as provided in Section 4.1 8.1. Prior to and its calculation including the initial Agreement Period invoked under this Section 9.3, New Taxes shall be subject to arbitration allocated as if they were Taxes as provided in the ENFOLIO General ProvisionsSection 9.1. The intent of this Section 9.3 is to leave neither Party with an unfair burden as a result of New Taxes.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 14.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such New Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, 14.1 and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement Agreement, subject to the following conditions; provided, ; prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, 14.3 New Taxes shall be allocated as if they were Taxes as provided in Section 6.114.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New TaxesTax, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 14.3 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Dateeffect, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 10.2 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 10.2 shall calculate their respective Termination Payments resulting from the early termination of all Transactions this Agreement as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions10.2.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Now Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes -Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed nonTaxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if ff a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed nonTaxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO PG&E Energy Trading-Gas Corporation General Provisions.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be --------- --- responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such ----------- --- New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. . B. If (i) a New Tax occurs and (ii) either ----------- --- Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or ----------- --- Seller (the "Taxed Party") shall be entitled to declare an Early Termination ----------- Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be ----------- allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party ----------- must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and ---------------- which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section ------- 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party --- ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 ----------- shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall ----------- calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as ----------- provided in the ENFOLIO General Provisions.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement the"'Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) o such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO PG&E Energy Trading-Gas Corporation General Provisions.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. A If (i) a New Tax occurs and AND (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section SECTION 6.1 and AND (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, Tax of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supplySupply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; , provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph PARAGRAPH A shall not apply. B. B If (i) a New Tax occurs and AND (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and SECTION 6.1 AND (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed PartyTAXED PARTY") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section SECTION 6.2, . New Taxes shall be allocated as if they were Taxes as provided in Section SECTION 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement PeriodAGREEMENT PERIOD") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or of effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section SECTION 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section SECTION 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section SECTION 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation calculations of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination termination Payment shall be payable as provided in Section SECTION 4.1 and its calculation shall be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1 and (iii) such New Tax is, due to and on the basis of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax, of the type which Buyer can pass directly through to, or be reimbursed by, another person or entity in the chain of Gas supply, such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date in accordance with the provisions of this Agreement subject to the following conditions; provided, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed Party shall have the right, but not the obligation, upon written notice to the Taxed Party within the Agreement Period, to pay the New Tax for any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall may be subject to arbitration as provided in the ENFOLIO General Provisions.

New Taxes. A. In the event any New Taxes result in Gatherer incurring additional expenses to provide the Services, then Gatherer shall have the right to increase the then-current Fees hereunder or impose a separate surcharge on Shipper’s Gas in order to recover Shipper’s proportional share of the costs and expenses associated with such New Taxes in a manner that is reasonable and equitable to all shippers and customers on the Gathering System, subject to the following: (a) Gatherer will notify Shipper, not fewer than 90 Days prior to the intended effective date of any proposed rate increase or surcharge under this Section 17.3, of the amount of such proposed rate increase or surcharge, reasonably detailed information to justify such proposed rate increase or surcharge together with reasonable supporting documentation therefor, and the method for calculating such proposed rate increase or surcharge. (b) Following Shipper’s receipt of such notice from Gatherer, the Parties agree to promptly and in good faith enter into negotiations regarding, and shall agree on, whether should be a reasonable rate increase or surcharge and the amount thereof to address such New Taxes under this Section 17.3. (c) If the Parties agree upon a rate increase or surcharge within 90 Days following Shipper’s receipt of Gatherer’s notice, then the Parties will promptly amend this Agreement to reflect such rate increase or surcharge. (id) a New Tax occurs Notwithstanding anything in this Section 17.3 to the contrary, neither Party has any obligation to negotiate or agree on, and Shipper shall not be responsible for, any proposed rate increase or surcharge the total amount of which is less than or equal to $0.04 per Mcf (iias escalated pursuant to subpart (b) Buyer of Exhibit J, the “Threshold”). If the total amount of any proposed rate increase or Seller would surcharge is greater than the Threshold, then Shipper shall be responsible for such New Tax if it were a Tax under – pursuant to Section 6.1 and (iii17.3(b) such New Tax is, due to and on – the basis of laws, regulations and applicable contracts of Buyer in effect as entirety of the effective date mutually agreed rate increase (including the Threshold). (e) If the Parties are unable to agree upon a rate increase or surcharge (or the amount thereof) within 90 Days following Shipper’s receipt of Gatherer’s notice, then either Party may refer the dispute to the senior management of the New TaxParties for further consideration, in which case the senior management of the type which Buyer can pass directly through to, Parties will negotiate the proposed rate increase or be reimbursed by, another person surcharge diligently and in good faith in order to reach agreement on a reasonable rate increase or entity in surcharge. If the chain senior management of Gas supply, the Parties fail to agree upon a reasonable rate increase or surcharge within 30 Days after receiving notice of such Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes; provided, if Buyer does not identify its contracts for long-term fixed sourcing in the ordinary course of its business and cannot identify applicable contracts, this Paragraph A shall not apply. B. If (i) a New Tax occurs and (ii) either Buyer or Seller would be responsible for such New Tax if it were a Tax under Section 6.1, and (iii) Paragraph A does not apply, such responsible Buyer or Seller (the "Taxed Party") shall be entitled to declare an Early Termination Date dispute in accordance with the provisions of this Agreement subject to the following conditions; providedpreceding sentence, prior to and including the initial Agreement Period (below defined) invoked under this Section 6.2, New Taxes shall be allocated as if they were Taxes as provided in Section 6.1: (a) the Taxed Party must give the non-Taxed Party at least 30 Days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (and which notice shall be given no later than 90 Days after the later of the enactment or effective date of the relevant New Tax), and prior to the proposed Early Termination Date Buyer and Seller shall attempt to reach a mutual agreement as to the sharing of the New Tax, (b) if a mutual sharing agreement is not reached, the non-Taxed then either Party shall have the right, but not the obligation, upon written notice right to the Taxed Party within the Agreement Period, to pay the New Tax for exercise any continuous period it so elects on a Month to Month basis, and in such case the Taxed Party shall not have the right during such continuous period to declare the Early Termination Date on the basis of the New Taxes, (c) should the non-Taxed Party at its election agree to pay the New Tax on a Month to Month basis, then upon 30 Days prior written notice to the Taxed Party of its election to cease payment of such New Tax, the Taxed Party shall then be liable for the payment of the New Tax and the Parties shall again be subject to this Section 6.2 as if the New Tax had an effective date as of the date the non-Taxed Party ceases payment of such New Tax, (d) if a mutual sharing agreement is not reached and the non-Taxed Party does not elect to pay the New Tax for any period of time within the Agreement Period, the Early Termination Date shall take effect and all Transactions must be terminated and be subject to the same Early Termination Date, rights it has – under this Agreement (e) the Early Termination Date shall be effected as if a Triggering Event had occurred and the Termination Payment calculated as set forth in Section 4.1 shall be payable; provided, both Seller and Buyer pursuant to Section 4.1 shall calculate their respective Termination Payments resulting from the termination of all Transactions as if they each were a Notifying Party; provided further, if the calculation of the Termination Payments results 18.3) and at law or in either the non-Taxed Party's or the Taxed Party's having either a gain or loss (after netting its gains against its losses), the Parties shall share equally such net gain due, or be responsible to pay equity – with respect to the Party having the net loss, one-half of the Termination Payment and (f) such Termination Payment shall be payable as provided in Section 4.1 and its calculation shall be subject other Party’s failure to arbitration as provided in the ENFOLIO General Provisionsagree on a reasonable rate increase or surcharge.