Common use of By the Operator Clause in Contracts

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must be recorded in a written agreement (“Trade Agreement”), and must include at least the following terms: (A) the Proposed Operator must agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability; (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused by any acts and omissions of the Proposed Operator or of any third party arising out of or in connection with the Proposed Operator’s use of the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must will be recorded in a written agreement (“Trade Agreement”), and must will include at least the following terms: (A) the Proposed Operator must will agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must will provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must will comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must will take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability;; and (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused by any acts and omissions of the Proposed Operator or of any third party arising out of or in connection with the Proposed Operator’s use of the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c19.2(c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must will be recorded in a written agreement (“Trade Agreement”), and must will include at least the following terms: (A) the Proposed Operator must will agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must will provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must will comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must will take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability; (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused by any acts and omissions of the Proposed Operator or of any third party arising out of or in connection with the Proposed Operator’s use of the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.clause

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. Note: FreightCorp and Toll suggest at paragraph 32 of their comments on Schedule C of the access undertaking the form that the transfer provisions might take. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must be recorded in a written agreement (“Trade Agreement”), and must include at least the following terms: (A) the Proposed Operator must agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability;; and (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused by any acts and omissions of the Proposed Operator or of any third party arising out of or in connection with the Proposed Operator’s use of the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.

By the Operator. ‌ (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (collectively described in this clause 19.2, 19.2 as “assign”): (i1) without the prior written consent of ARTCTAHE, which consent is not to be unreasonably withheld; and (ii2) unless on or before such assignment the assignee enters into a track access deed of assumption or other agreement with ARTC TAHE on such terms not inconsistent with this Agreement as ARTC TAHE may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreementassign, transfer, part with possession, mortgage, charge, encumber or otherwise deal with its interest rights and interests in this Agreement at any time without the prior written consent of TAHE if: (1) it gives prior written notice to TAHE of the assignment, transfer or any right other dealing; (2) in the case of a mortgage, encumbrance or other similar dealing, the proposed mortgagee or chargee executes a deed with TAHE which includes an acknowledgment by the mortgagee of TAHE’s rights under this Agreement and any other terms reasonably required by TAHE; and (3) in the case of an assignment, transfer or other similar dealing, the proposed assignee or transferee: (A) is solvent and capable of performing the obligations of the Operator under this Agreement; and (B) provides Security to TAHE in accordance with clause 4.6; and (C) is Accredited (or has engaged sub-contractors who are Accredited) to operate on the Network; and (D) executes a related body corporate if on or before such assignment direct covenant with TAHE in a form reasonably satisfactory to TAHE to perform and observe the related body corporate enters into a terms of this Agreement including an acknowledgment that the track access or other agreement with ARTC on such terms not inconsistent with right conferred under this Agreement as ARTC may reasonably determineare limited to the usage of the Network for the specified Rail Operations. (c) Subject If there is or proposed to be a Change of Control of the Operator: (1) the Operator complying with must give prior notice to TAHE of the following provisions Change of this clause 19.2(c), Control or proposed Change of Control and provide details of the Change of Control or the proposed Change of Control; and (2) the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must be recorded in a written agreement (“Trade Agreement”), and must include at least the following termsmust: (A) provide evidence (satisfactory to TAHE) that it is solvent and capable of performing the Proposed Operator must agree to be bound by all obligations of the terms of this Agreement as if it were named as the Operator therein and must provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must comply provide Security to TAHE in accordance with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement;clause 4.6; and (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; provide evidence (Dsatisfactory to TAHE) the Proposed Operator must take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act is Accredited or thing in respect of which ARTC has suffered loss that its Accreditation is to unaffected or will be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability; (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused unaffected by any acts and omissions Change of the Proposed Operator Control (or of any third party arising out of or in connection with the Proposed Operator’s use of has engaged sub-contractors who are Accredited) to operate on the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must will be recorded in a written agreement (“Trade Agreement”), and must will include at least the following terms: (A) the Proposed Operator must will agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must will provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must will comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must will take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability;clause (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused by any acts and omissions of the Proposed Operator or of any third party arising out of or in connection with the Proposed Operator’s use of the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.clause

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (collectively described in this clause 19.2, 19.2 as “assign”): (i1) without the prior written consent of ARTCTfNSW, which consent is not to be unreasonably withheld; and (ii2) unless on or before such assignment the assignee enters into a track access deed of assumption or other agreement with ARTC TfNSW on such terms not inconsistent with this Agreement as ARTC TfNSW may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreementassign, transfer, part with possession, mortgage, charge, encumber or otherwise deal with its interest rights and interests in this Agreement at any time without the prior written consent of TfNSW if: (1) it gives prior written notice to TfNSW of the assignment, transfer or any right other dealing; (2) in the case of a mortgage, encumbrance or other similar dealing, the proposed mortgagee or chargee executes a deed with TfNSW which includes an acknowledgment by the mortgagee of TfNSW’s rights under this Agreement and any other terms reasonably required by TfNSW; and (3) in the case of an assignment, transfer or other similar dealing, the proposed assignee or transferee: (A) is solvent and capable of performing the obligations of the Operator under this Agreement; and (B) provides Security to TfNSW in accordance with clause 4.6; and (C) is Accredited (or has engaged sub-contractors who are Accredited) to operate on the Network; and (D) executes a related body corporate if on or before such assignment direct covenant with TfNSW in a form reasonably satisfactory to TfNSW to perform and observe the related body corporate enters into a terms of this Agreement including an acknowledgment that the track access or other agreement with ARTC on such terms not inconsistent with right conferred under this Agreement as ARTC may reasonably determineare limited to the usage of the Network for the specified Rail Operations. (c) Subject If there is or proposed to be a Change of Control of the Operator: (1) the Operator complying with must give prior notice to TfNSW of the following provisions Change of this clause 19.2(c), Control or proposed Change of Control and provide details of the Change of Control or the proposed Change of Control; and (2) the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must be recorded in a written agreement (“Trade Agreement”), and must include at least the following termsmust: (A) provide evidence (satisfactory to TfNSW) that it is solvent and capable of performing the Proposed Operator must agree to be bound by all obligations of the terms of this Agreement as if it were named as the Operator therein and must provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must comply provide Security to TfNSW in accordance with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement;clause 4.6; and (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; provide evidence (Dsatisfactory to TfNSW) the Proposed Operator must take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act is Accredited or thing in respect of which ARTC has suffered loss that its Accreditation is to unaffected or will be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines; (G) the Proposed Operator may not in turn Trade or otherwise assign any Scheduled Train Paths which have been Traded by the Operator to the Proposed Operator; (H) the Proposed Operator acknowledges and agrees that ARTC is not liable in any respect whatsoever under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Proposed Operator releases and indemnifies ARTC in respect of such liability; (I) any other terms which ARTC may in its absolute discretion require. (ii) The Trade Agreement cannot commence operation without ARTC being provided a copy of the Trade Agreement and evidence of the Proposed Operator’s accreditation as referred to in clause 19.2(c)(i)(A). (iii) The Operator agrees with ARTC as a term of this Agreement those matters referred to in clauses 19.2(c)(i)(E) and (F). (iv) The entering into a Trade Agreement by the Operator will not abrogate, impair, release or extinguish any debt, obligation or liability of the Operator to ARTC under this Agreement which may have accrued before entering into such Trade Agreement or which may accrue thereafter. (v) The Operator indemnifies ARTC against all loss or damage suffered by ARTC caused unaffected by any acts and omissions Change of the Proposed Operator Control (or of any third party arising out of or in connection with the Proposed Operator’s use of has engaged sub-contractors who are Accredited) to operate on the Network, whether or not caused by the Proposed Operator’s negligence or default. (vi) The Operator acknowledges and agrees that ARTC is not liable to the Operator and to third parties in any respect whatsoever under this Agreement or under the Trade Agreement or at common law or equity by reason of engaging in the process referred to in this clause 19.2 (c) or in vetting the Proposed Operator or in permitting Trading of Scheduled Train Paths, and the Operator releases and indemnifies ARTC in respect of such liability.