Page:United States Statutes at Large Volume 95.djvu/677

 PUBLIC LAW 97-35—AUG. 13, 1981

95 STAT. 651

Amtrak Commuter and such commuter authority do not sign an agreement pursuant to subsection (e) of this section, Amtrak Commuter or the commuter authority may appeal to the Secretary. Upon such appeal the Secretary shall determine which rail properties shall be transferred and the terms and conditions of such transfer. "(g) Consideration for inventory, including tools, spare parts, and fuel, transferred under this section shall be based on book value. The transfer of fixed facilities and rolling stock under this section shall be without consideration. "(h)(1) Notwithstanding any other provision of this Act, if an interest in rail properties is conveyed pursuant to this section, and if such conveyance is in accordance with the requirements of paragraph (2) of this subsection, the conveyance of such properties shall be deemed an assignment. Any such assignment shall relieve Conrail of liability for any breach which occurs after the date of such conveyance, except that Conrail shall remain liable for any breach, event of default, or violation of covenant which occurred (and any charges or obligations which accrued) prior to the date of such conveyance, regardless of whether the assignee thereof assumes such liabilities, charges, or obligations. If any such liabilities, charges, or obligations (accrued prior to the date of such conveyance) are paid by or on behalf of any person or entity other than Conrail, such person or entity shall have a claim to direct reimbursement from Conrail, together with interest on the amount so paid. "(2)(A) A conveyance referred to in paragraph (1) of this subsection may be effected only i— f • "(i) the assignee to whom such conveyance is made assumes all of the obligations under any applicable conditional sale agreement, equipment trust agreement, or lease with respect to such rail properties (including any obligations which accrued prior to the date on which such rail properties are conveyed); "(ii) such conveyance is made subject to such obligations; and "(iii) in the event of a conveyance of property to persons other than Class I or II railroads, such conveyance must be approved by any party who is an owner, lessor, equipment trustee, or conditional sale vendor to Conrail on any debt instrument imposing a lien or encumbrance on or otherwise affecting the title or interest in the rail properties to be conveyed, except that such approval may not be unreasonably withheld and may be withheld only for lack of credit worthiness. As used in this subsection, the term 'rail properties' means assets or "Rail rights owned, leased, or otherwise controlled by Conrail, other than properties." real property, which are used or useful in rail transportation service, tion service. "(B) Subject to the provisions of this subsection, the provisions of this Act shall not affect the title and interests of any lessor, equipment trust trustee, or conditional sale vendor under any conditional sale agreement, equipment trust agreement, or lease under section 1168 of title 11, United States Code. An assignee to whom such a conveyance is made shall assume all liability under such conditional sale agreement, equipment trust agreement, or lease. Such an assignment or conveyance to, and such an assumption of liability by such an assignee, shall not be deemed a breach, an event of default, or a violation of any covenant of any such conditional sale agreement, equipment trust agreement, or lease so assigned or conveyed, notwithstanding any provision of any such, agreement or lease. "(i) Conrail shall retain rail properties which are used chiefly in freight service and appropriate trackage rights for freight operations

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