Common use of Permanent assignment and trades Clause in Contracts

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and the Access Holder agree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and , on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage path usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and the Access Holder agree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges and Innovation Charges (as applicable) under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges and Innovation Charges (as applicable) it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges and Innovation Charges (as applicable) will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and the Access Holder agree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges, Innovation Charges and Efficiency Incentive Charges (as applicable) under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges, Innovation Charges and Efficiency Incentive Charges (as applicable) it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges, Innovation Charges and Efficiency Incentive Charges (as applicable) will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and the Access Holder agree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if:, (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the net present value of TOP Charges it would have received from the Access Holder over the remaining term of Initial Period (if any) plus any Schedule Notice Period for the relevant Train Path Schedule but for the assignment or novation and the net present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under by the Access UndertakingACCC, at the time of the assignment or novation; and (B) if where the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater positive (because the variations of the Train Paths involve a lower take or pay charges than zerothe TOP Charges under this agreement), then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and , on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where the difference calculated in accordance with clause 16.3(a)(ii)(A) is negative (because the variations of the Train Paths involve a Path Usage higher take or pay charges than the TOP Charges under this agreement), ARTC must pay that 10078397_3 Access Holder Agreement 36 amount to the Access Holder immediately following the assignment of the Train Paths. (c) Where a path usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and then the Access Holder agree agrees that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges, and Innovation Charges and Efficiency Incentive Charges (as applicable) under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges, and Innovation Charges and Efficiency Incentive Charges (as applicable) it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges, and Innovation Charges and Efficiency Incentive Charges (as applicable) will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and the Access Holder agree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the present value of TOP Charges it would have received from the Access Holder over the remaining term of the relevant Train Path Schedule but for the assignment or novation and the present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under the Access Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and , on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage path usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, then ARTC and the Access Holder agree agreesagree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if,: (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the net present value of TOP Charges it would have received from the Access Holder over the remaining term Initial Period (if any) plus any Schedule Notice Period forterm of the relevant Train Path Schedule but for the assignment or novation and the net present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under byunder the Access ACCCAccess Undertaking, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and , on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage path usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, then ARTC and the Access Holder agree agreesagree that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.

Permanent assignment and trades. (a) ARTC must not unreasonably withhold its consent to the permanent assignment or novation of this entire agreement or some or all of the Path Usages for a Train Path (for a period of 12 months or more) under this agreement, if:, (i) the incoming party enters into an access holder agreement, or varies its existing access holder agreement, with ARTC on such terms not inconsistent with this agreement as ARTC may reasonably determine; (ii) the incoming party wishes to vary the Train Paths following the assignment or novation and those variations involve lower take or pay charges than the TOP Charges under this agreement, then: (A) ARTC will calculate the difference between the net present value of TOP Charges it would have received from the Access Holder over the remaining term of Initial Period (if any) plus any Schedule Notice Period for the relevant Train Path Schedule but for the assignment or novation and the net present value of the expected take or pay charges it will receive following assignment and novation where the TOP Charges will be assumed over the relevant period to be equal to those applying, and the discount rate to be used will be the rate of return approved under by the Access UndertakingACCC, at the time of the assignment or novation; and (B) if the difference calculated in accordance with clause 16.3(a)(ii)(A) is greater than zero, then either the Access Holder or the incoming party must enter into arrangements satisfactory to ARTC for the payment of that amount; and , on or before such assignment or novation: (iii) the Access Holder or incoming party agrees to assume any liability for taxes incurred or related to the assignment or novation; and (iv) the incoming party does not have an Acceptable Credit Rating and it provides Credit Support satisfactory to ARTC. (b) Where a Path Usage path usage has been permanently assigned by or to the Access Holder to another access holder under this clause 16.3, ARTC and then the Access Holder agree agrees that the applicable Train Path Schedule will be amended to reflect that assignment. (c) As contemplated in clause 16.6(c), in deciding whether to provide consent under this clause 16.3, ARTC will consult with the HVCCC.