61.2  General liability for Taxes

(a)  (Payment): As between the State and Project Co, Project Co bears the risk of and must pay all Rates and Taxes incurred or imposed in connection with:

(i)  the Project;

(ii)  payments, income or net income received or receivable by any Group Member;

(iii)  the execution, stamping and registration of any Project Document;

(iv)  the performance of any Project Document and each transaction effected by or made under or in connection with any Project Document, including the Project Activities;

(v)  any amendment to, or any consent, approval, waiver, release, surrender or discharge of or under any Project Document;

(vi)  any transaction, assignment, transfer or other dealing by or in relation to a Group Member (including dealings in the shares or other interests in a Group Member), whether or not related to the Project or the Project Documents, including in connection with a Change in Control or Share Capital Dealing and any Refinancing; and

(vii)  any Site,

except as provided in clause 61.1.

(b)  (Indemnity): Project Co must indemnify the State against any Claim or Liability in connection with the Rates and Taxes which Project Co is required to pay under clause 61.2(a).