5 JULY 2011 NEW ZEALAND GAZETTE, No. 93 2679

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(a) the applicant has agreed with Meridian to pay compensation to Meridian in accordance with clause 11.2 for the lost generation potential associated with that Derogation; or

(b) Genesis Energy has agreed with Meridian to pay compensation to Meridian in accordance with clause 11.2 for the lost generation potential associated with that Derogation,

provided that, in the case of a Derogation that falls partly within clause 10.3, compensation shall only be payable under this clause for such lost generation as arises from the part of that Derogation that falls outside clause 10.3. If the parties are unable to agree the extent to which of lost generation arises from any Derogation under this clause 10.4, that extent shall be determined by an expert in accordance with section 15.

10.5 Conditions: When consenting to a Derogation to which Meridian has consented under clause 10.3 or 10.4, Genesis Energy shall:

(a) have regard to any conditions or limitations which Meridian has reasonably requested be imposed on any such consent for the purposes of ensuring efficient use of water and/or water quality,

(b) request that the Environmental Regulator grant consent subject to appropriate conditions and limitations with respect to efficient use and metering of water; and

(c) if Genesis Energy becomes aware that an application under clause 10.3 is not likely to be granted on materially the same terms and conditions as the existing Resource Consent (where applicable):

(i) as soon as reasonably practicable inform Meridian of the same; and

(ii)    take all reasonably practicable steps requested by Meridian to ensure that the Environmental Regulator grants that application on materially the same terms and conditions as the existing Resource Consent.

Meridian may not impose any condition on a consent given under clause 10.3 or 10.4, but may make a request in accordance with clause 10.5(a) and 10.5(c)(ii). If Meridian requests Genesis Energy to take a step under clause 10.5(c)(ii), Meridian shall pay to Genesis Energy 78% of Genesis Energy’s reasonable costs (including legal costs) in taking that step, and shall indemnify Genesis Energy against 78% of any liability incurred by Genesis Energy as a result of taking that step, if Meridian gives notification to Genesis Energy requesting that Genesis Energy cease taking such steps, Genesis Energy shall so cease and Meridian shall have no liability in respect of Genesis Energy’s taking of such steps on and from the date of that notification.

10.6 Meridian Decision: Not later than 20 Business Days after Meridian has received all the information referred to in clause 10.2, Meridian shall advise Genesis Energy, in respect of Derogations, other than those to which Meridian must consent under clause 10.3 or 10.4, whether or not Meridian consents to the Derogation being approved and any conditions or limitations which Meridian imposes on any such consent, which in each case shall be at Meridian’s absolute discretion.

10.7 Approval: Upon receipt of any consent from Meridian in accordance with clause 10.6, Genesis Energy may approve the granting and exercise of the Derogation but only on such conditions and subject to such limitations as shall have been specified by Meridian in accordance with clause 10.6, where Meridian’s consent has been provided under that clause.