Common use of Assignment by the Operator Clause in Contracts

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) the prior written consent of Aurizon Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) it is not in default in the performance or observance of any of its obligations under this Agreement, (iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Operator; (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 Operator; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.221.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) without the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) 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: (iiii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ivii) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the OperatorOperator ; (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 OperatorOperator ; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.,

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.221.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) without the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) 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: (iiii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ivii) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the OperatorOperator ; (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 OperatorOperator ; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 21.2 have been complied with.

Assignment by the Operator. (a) Subject to 17.1.1 With the following provisions of this Clause 22.2modifications in clauses 17.1.3, 17.2 and Fejl! Henvisningskilde ikke fundet., the Operator Oper- ator shall not Assign its be entitled to assign, novate or otherwise transfer (in Danish: “enhver form for over- dragelse”) any obligations or rights or obligations, or under the Contract to any part thereof, under this Agreement without: (i) other party without the prior written consent approval of Aurizon Network, which consent may the DEA. The DEA’s approval shall not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence . Approval will only be granted where such transfer can take place without the risk of breach of the End User’s consent to principles of the Assignmentpublic procurement rules and where no material circumstances otherwise prevent such transfer. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence 17.1.2 Transfer shall also include any form of transfer where the End User’s consent to the Assignment; and (ii) it is not in default in the performance or observance of any of its obligations under this Agreement, (iii) a Related Body Corporate legal entity of the Operator which is Accredited to operate Train Services changed. Transfer shall thus also include, but not limited to, any corporate restructuring, such as merger and is otherwise capable of performing demerger, where the obligations legal entity of the Operator is changed. Reference is made, however, to clause 17.1.3. 17.1.3 The Operator shall be entitled to transfer its obligations and rights under this Agreement provided that the Contract (in whole, not in part) to an entity which is controlled by, controls or is under common control with the Operator shall remain liable for on 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator with the prior written consent of Aurizon Network, provided that such consent will not be unreasonably withheld if Aurizon Network is satisfied that such personfollowing terms: (A) is financially sound; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (ea) The Operator shall not:put at the entity’s disposal its technical and professional resources and shall ensure that the technical and professional resources of its Sub-Suppliers are also put at the disposal of the entity and thereby ensure that the entity will have, as a minimum, the same technical and professional resources as the Operator has at its disposal; b) The transfer shall have no impact on any of the (inew) registerOperator’s obligations under the Contract and shall not in any other way be detrimental to the proper performance of the Contract. For the avoidance of doubt, record or enter this also entails that the (new) Operator shall provide a Performance and Warranty Guarantee in its books any accordance with clause 12 prior to the DEA’s written confirmation as set out in item d); c) The Operator shall warrant that the terms in items a) – b) above are fulfilled prior to the transfer of any share or shares in its obligations and rights; and d) The transfer shall require the capital of the Operator; (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 Operator; or (B) DEA’s prior written confirmation that the shareholders of DEA is satisfied that the terms in items a) – c) above are met and the Operator at shall be obliged to provide any documentation that the date of this Agreement together beneficially hold or control less than 51% of DEA may reasonably require to verify that the voting rights of capital in terms are met. The DEA’s confirmation shall be provided without undue delay if the Operator, until DEA is satisfied that the requirements of this Clause 22.2 have been complied within items a) – c) are met.

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon QR Network with written evidence of the relevant End User’s Users’ consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon QR Network written evidence of the End User’s Users’ consent to the Assignment; and (ii) it is not in default in the performance or observance of any of its obligations under this Agreement, (iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the OperatorOperator ; (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 OperatorOperator ; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.,

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) the prior written consent of Aurizon Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) it is not in default in the performance or observance of any of its obligations under this Agreement, (iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Operator; (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 Operator; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.,

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) the prior written consent of Aurizon Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) 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: (iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Operator; (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 Operator; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) the prior written consent of Aurizon QR Network, which consent may not be unreasonably withheld; and (ii) providing Aurizon QR Network with written evidence of the relevant End User’s Users‟ consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon QR Network written evidence of the End User’s Users‟ consent to the Assignment; and (ii) 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: (iii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (iv) a person other than a Related Body Corporate of the Operator 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; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator 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 Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Operator; (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 Operator; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.

Assignment by the Operator. (a) Subject to the following provisions of this Clause 22.221.2, the Operator shall not Assign its rights or obligations, or any part thereof, under this Agreement without: (i) without the prior written consent of Aurizon NetworkQR, which consent may not be unreasonably withheld; and (ii) providing Aurizon Network with written evidence of the End User’s consent to the Assignment. (b) The Operator may, provided: (i) it has provided to Aurizon Network written evidence of the End User’s consent to the Assignment; and (ii) 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: (iiii) a Related Body Corporate of the Operator which is Accredited to operate Train Services and is otherwise capable of performing the obligations of the Operator under this Agreement provided that the Operator 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 Operator from liability for performance of those duties, responsibilities and obligations that are Assigned; or (ivii) a person other than a Related Body Corporate of the Operator with the prior written consent of Aurizon NetworkQR, provided that such consent will not be unreasonably withheld if Aurizon Network QR is satisfied that such person: (A) is financially sound; (B) is Accredited to operate Train Services; and (C) is otherwise capable of performing the obligations of the Operator under this Agreement. (c) Any Assignment by the Operator of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with Aurizon Network QR by deed, in such terms as Aurizon Network QR may reasonably require, to be bound by and to perform the obligations of the Operator under this Agreement. (d) Except where the Operator is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Operator altering the effective control of the Operator will be deemed to be an Assignment of this Agreement. (e) The Operator shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the OperatorOperator ; (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 OperatorOperator ; or (B) that the shareholders of the Operator at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Operator, until the requirements of this Clause 22.2 have been complied with.,