Common use of Assignment by the End User Clause in Contracts

Assignment by the End User. (a) Subject to the following provisions of this Clause 15.2, the End User shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of Aurizon Network, which consent may not be unreasonably withheld. (b) The End User may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole of its rights and obligations under this Agreement to: (i) a Related Body Corporate of the End User which is capable of performing the obligations of the End User under this Agreement provided that the End User shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the End User from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the End User with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the End User under this Agreement. (c) Any Assignment by the End User of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon Network by deed, in such terms as Aurizon Network may reasonably require, to be bound by and to perform the obligations of the End User under this Agreement. (d) Except where the End User is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the End User altering the effective control of the End User will be deemed to be an Assignment of this Agreement. (e) The End User shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the End User; (ii) deal with any beneficial interest in any such share or shares; (iii) issue any new share or shares; or

Assignment by the End User. (a) Subject to the following provisions of this Clause 15.2, the End User shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld. (b) The End User may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole of its rights and obligations under this Agreement to: (i) a Related Body Corporate of the End User which is capable of performing the obligations of the End User under this Agreement provided that the End User shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the End User from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the End User with the prior written consent of Aurizon QR Network, provided that such consent will not be unreasonably withheld if Aurizon QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the End User under this Agreement. (c) Any Assignment by the End User of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon QR Network by deed, in such terms as Aurizon QR Network may reasonably require, to be bound by and to perform the obligations of the End User under this Agreement. (d) Except where the End User is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the End User altering the effective control of the End User will be deemed to be an Assignment of this Agreement. (e) The End User shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the End User; (ii) deal with any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt to take any action having the effect: (A) of altering the control of the End User; or (B) that the shareholders of the End User at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the End User,

Assignment by the End User. (a) Subject to the following provisions of this Clause 15.2, the End User shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld. (b) The End User may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole of its rights and obligations under this Agreement to: (i) a Related Body Corporate of the End User which is capable of performing the obligations of the End User under this Agreement provided that the End User shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the End User from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the End User with the prior written consent of Aurizon QR Network, provided that such consent will not be unreasonably withheld if Aurizon QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the End User under this Agreement. (c) Any Assignment by the End User of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon QR Network by deed, in such terms as Aurizon QR Network may reasonably require, to be bound by and to perform the obligations of the End User under this Agreement. (d) Except where the End User is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the End User altering the effective control of the End User will be deemed to be an Assignment of this Agreement. (e) The End User shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the End User; (ii) deal with any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt to take any action having the effect: (A) of altering the control of the End User; or (B) that the shareholders of the End User at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the End User, until the requirements of this Clause 15.2 have been complied with.

Assignment by the End User. (a) Subject to the following provisions of this Clause 15.2, the End User shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of Aurizon Network, which consent may not be unreasonably withheld. (b) The End User may, provided it is not in default in the performance or observance of any of its obligations under this Agreement, Assign the whole of its rights and obligations under this Agreement to: (i) a Related Body Corporate of the End User which is capable of performing the obligations of the End User under this Agreement provided that the End User shall remain liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that performance by the Assignee will pro tanto discharge the End User from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the End User with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the End User under this Agreement. (c) Any Assignment by the End User of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon Network by deed, in such terms as Aurizon Network may reasonably require, to be bound by and to perform the obligations of the End User under this Agreement. (d) Except where the End User is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the End User altering the effective control of the End User will be deemed to be an Assignment of this Agreement. (e) The End User shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the End User; (ii) deal with any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt to take any action having the effect: (A) of altering the control of the End User; or (B) that the shareholders of the End User at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the End User, until the requirements of this Clause 15.2 have been complied with.