Common use of Obligation to Provide Security Clause in Contracts

Obligation to Provide Security. (a) The Operator must deliver to Aurizon Network, prior to the operation of Train Services, and maintain during the Term security for the performance of the Operator’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon Network; or (ii) any other security reasonably acceptable to Aurizon Network, (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator has delivered a Security to Aurizon Network in the form of cash, Aurizon Network will pay interest to the Operator annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator may, with Aurizon Network’s consent, replace any Security provided by the Operator in accordance with this Clause 2.4 with replacement Security. If the Operator replaces any existing Security with a replacement Security then Aurizon Network will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon Network of its obligations under this Agreement. (e) If at any time during the Term the Operator is not required to give Aurizon Network a Security in accordance with this Agreement and Aurizon Network does not hold a Security from the Operator, the Operator must provide a Security within fourteen (14) days after receipt of a notice from Aurizon Network where: (i) an event of default by the Operator in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon Network is reasonably of the opinion that the Operator is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network is less than the Security Amount (including for reasons that Aurizon Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. (a) The Operator Access Holder must deliver to Aurizon QR Network, prior to the operation of Train Services, and maintain during the Term security for the performance of the OperatorAccess Holder’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon QR Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon QR Network; or (ii) any other security reasonably acceptable to Aurizon QR Network, and containing such terms and conditions as are reasonably acceptable to QR Network (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator Access Holder has delivered a Security to Aurizon QR Network in the form of cash, Aurizon QR Network will pay interest to the Operator Access Holder annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator Access Holder may, with Aurizon QR Network’s consent, replace any Security provided by the Operator Access Holder in accordance with this Clause 2.4 with replacement Security. If the Operator Access Holder replaces any existing Security with a replacement Security then Aurizon QR Network will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator Access Holder in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon QR Network of its obligations under this Agreement. (e) If at any time during the Term the Operator Access Holder is not required to give Aurizon QR Network a Security in accordance with this Agreement and Aurizon QR Network does not hold a Security from the OperatorAccess Holder, the Operator Access Holder must provide a Security within fourteen (14) days after receipt of a notice from Aurizon QR Network where: (i) an event of default by the Operator Access Holder in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon QR Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon QR Network is reasonably of the opinion that the Operator Access Holder is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network is less than the Security Amount (including for reasons that Aurizon Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. (a) The Operator End User must deliver to Aurizon Network, prior to the operation of Train Services, and maintain during the Term Term, security for the performance of the OperatorEnd User’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 7 or such other form as is reasonably acceptable to Aurizon Network; or (ii) any other security reasonably acceptable to Aurizon Network, (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator End User has delivered a Security to Aurizon Network in the form of cash, Aurizon Network will pay interest to the Operator End User annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator End User may, with Aurizon Network’s consent, replace any Security provided by the Operator End User in accordance with this Clause 2.4 3.4 with replacement Security. If the Operator End User replaces any existing Security with a replacement Security then Aurizon Network will release the existing Security in accordance with Clause 2.6(b3.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator End User in accordance with Clause 2.4(c3.4(c) or Clause 2.4(f3.4(f)) is a condition of the performance by Aurizon Network of its obligations under this Agreement. (e) If at any time during the Term the Operator End User is not required to give Aurizon Network a Security in accordance with this Agreement and Aurizon Network does not hold a Security from the OperatorEnd User, the Operator End User must provide a Security within fourteen (14) days after receipt of a notice from Aurizon Network where: (i) an event of default by the Operator End User in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon Network is reasonably of the opinion that the Operator End User is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network is less than the Security Amount (including for reasons that Aurizon Network has drawn on or applied the Security in accordance with Clause 2.53.5), the Operator End User must increase the Security by the amount determined by Aurizon Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network. (g) If the Operator End User considers its financial circumstances have changed such that a Security would no longer be required, the Operator End User may request Aurizon Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator End User and Aurizon Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. Deleted: Aurizon Network (a) The Operator must deliver to Aurizon NetworkQueensland Rail, prior to the operation of Train Services, and maintain during the Term security for the performance of the Operator’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon Network Queensland Rail issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network Queensland Rail and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon NetworkQueensland Rail; or (ii) any other security reasonably acceptable to Aurizon NetworkQueensland Rail, (the “Security”). Aurizon Network Queensland Rail shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator has delivered a Security to Aurizon Network Queensland Rail in the form of cash, Aurizon Network Queensland Rail will pay interest to the Operator annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator may, with Aurizon NetworkQueensland Rail’s consent, replace any Security provided by the Operator in accordance with this Clause 2.4 with replacement Security. If the Operator replaces any existing Security with a replacement Security then Aurizon Network Queensland Rail will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon Network Queensland Rail of its obligations under this Agreement. (e) If at any time during the Term the Operator is not required to give Aurizon Network Queensland Rail a Security in accordance with this Agreement and Aurizon Network Queensland Rail does not hold a Security from the Operator, the Operator must provide a Security within fourteen (14) days after receipt of a notice from Aurizon Network Queensland Rail where: (i) an event of default by the Operator in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon NetworkQueensland Rail; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon Network Queensland Rail is reasonably of the opinion that the Operator is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network Queensland Rail is less than the Security Amount (including for reasons that Aurizon Network Queensland Rail has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network Queensland Rail as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network Queensland Rail an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network.Queensland (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network Queensland Rail in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network Queensland Rail will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network Queensland Rail agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. (a) The If at any time after the Commencement Date, the Operator does not have an Acceptable Credit Rating, then QR Network may request tThe Operator must to deliver to Aurizon QR Network, prior to the operation of Train Services, and maintain during the period for which the Operator does not have an Acceptable Credit Rating,Term security for the performance of the Operator’s Operator‟s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon QR Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon QR Network (acting reasonably) and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon Network; or (ii) any other security reasonably acceptable to Aurizon QR Network, and containing such terms and conditions as are reasonably acceptable to QR Network (the “Security”). Aurizon QR Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of under this Clause 2.4(a). (b) Where the Operator has delivered a Security to Aurizon QR Network in the form of cash, Aurizon QR Network will pay interest to the Operator annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator may, with Aurizon Network’s QR Network‟s consent, replace any Security provided by the Operator in accordance with this Clause 2.4 with replacement Security. If the Operator replaces any existing Security with a replacement Security then Aurizon QR Network will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon QR Network of its obligations under this Agreement. (e) If at any time during the Term the Operator is not required to give Aurizon QR Network a Security in accordance with this Agreement and Aurizon QR Network does not hold a Security from the Operator, the Operator must provide a Security within fourteen (14) days after receipt of a notice from Aurizon QR Network where: (i) an event of default by the Operator in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon QR Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon QR Network is reasonably of the opinion that the Operator is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon QR Network is less than the Security Amount (including for reasons that Aurizon QR Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon QR Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon QR Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon QR Network. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon QR Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon QR Network will undertake such a review. If the Operator‟s credit rating is upgraded to an Acceptable Credit Rating, QR Network will return the Security provided under clause 2.4(a). (h) To The Operator must promptly notify QR Network of any downgrade in the extent that Operator‟s credit rating below the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4Acceptable Credit Rating.

Obligation to Provide Security. (a) The Operator Access Holder must deliver to Aurizon QR Network, prior to the operation of Train Services, and maintain during the Term security for the performance of the OperatorAccess Holder’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon QR Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon QR Network; or (ii) any other security reasonably acceptable to Aurizon QR Network, and containing such terms and conditions as are reasonably acceptable to QR Network (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator Access Holder has delivered a Security to Aurizon QR Network in the form of cash, Aurizon QR Network will pay interest to the Operator Access Holder annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator Access Holder may, with Aurizon QR Network’s consent, replace any Security provided by the Operator Access Holder in accordance with this Clause 2.4 with replacement Security. If the Operator Access Holder replaces any existing Security with a replacement Security then Aurizon QR Network will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator Access Holder in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon QR Network of its obligations under this Agreement. (e) If at any time during the Term the Operator Access Holder is not required to give Aurizon QR Network a Security in accordance with this Agreement and Aurizon QR Network does not hold a Security from the OperatorAccess Holder, the Operator Access Holder must provide a Security within fourteen (14) days after receipt of a notice from Aurizon QR Network where: (i) an event of default by the Operator Access Holder in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon QR Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon QR Network is reasonably of the opinion that the Operator Access Holder is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon QR Network is less than the Security Amount (including for reasons that Aurizon QR Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator Access Holder must increase the Security by the amount determined by Aurizon QR Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon QR Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon QR Network. (g) If the Operator Access Holder considers its financial circumstances have changed such that a Security would no longer be required, the Operator Access Holder may request Aurizon QR Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator Access Holder and Aurizon QR Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. (a) The Operator must deliver to Aurizon QR Network, prior to the operation of Train Services, and maintain during the Term security for the performance of the Operator’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon QR Network issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon QR Network; or (ii) any other security reasonably acceptable to Aurizon QR Network, and containing such terms and conditions as are reasonably acceptable to QR Network (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator has delivered a Security to Aurizon QR Network in the form of cash, Aurizon QR Network will pay interest to the Operator annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator may, with Aurizon QR Network’s consent, replace any Security provided by the Operator in accordance with this Clause 2.4 with replacement Security. If the Operator replaces any existing Security with a replacement Security then Aurizon QR Network will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon QR Network of its obligations under this Agreement. (e) If at any time during the Term the Operator is not required to give Aurizon QR Network a Security in accordance with this Agreement and Aurizon QR Network does not hold a Security from the Operator, the Operator must provide a Security within fourteen (14) days after receipt of a notice from Aurizon QR Network where: (i) an event of default by the Operator in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven (7) days after notice of such default from Aurizon QR Network; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon QR Network is reasonably of the opinion that the Operator is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network is less than the Security Amount (including for reasons that Aurizon Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. Deleted: Aurizon Network (a) The Operator End User must deliver to Aurizon NetworkQueensland Rail, prior to the operation of Train Services, and maintain during the Term Term, security for the performance of the OperatorEnd User’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon Network Queensland Rail issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and Queensland Rail in the form set out in Schedule 13 7 or such other form as is reasonably acceptable to Aurizon NetworkQueensland Rail; or (ii) any other security reasonably acceptable to Aurizon NetworkQueensland Rail, (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a). (b) Where the Operator End User has delivered a Security to Aurizon Network Queensland Rail in the form of cash, Aurizon Network Queensland Rail will pay interest to the Operator End User annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator End User may, with Aurizon NetworkQueensland Rail’s consent, replace any Security provided by the Operator End User in accordance with this Clause 2.4 3.4 with replacement Security. If the Operator End User replaces any existing Security with a replacement Security then Aurizon Network Queensland Rail will release the existing Security in accordance with Clause 2.6(b3.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator End User in accordance with Clause 2.4(c3.4(c) or Clause 2.4(f3.4(f)) is a condition of the performance by Aurizon Network Queensland Rail of its obligations under this Agreement. (e) If at any time during the Term the Operator End User is not required to give Aurizon Network Queensland Rail a Security in accordance with this Agreement and Aurizon Network Queensland Rail does not hold a Security from the OperatorEnd User, the Operator End User must provide a Security within fourteen ten (1410) days Business Days after receipt of a notice from Aurizon Network Queensland Rail where: (i) an event of default by the Operator End User in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven five (75) days Business Days after notice of such default from Aurizon NetworkQueensland Rail; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon Network Queensland Rail is reasonably of the opinion that the Operator End User is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or (C) not otherwise capable of performing its obligations under this Agreement. (f) If at any time during the Term the Security held by Aurizon Network is less than the Security Amount (including for reasons that Aurizon Network has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network an additional or replacement Security to reflect the change within fourteen (14) days after receipt of notice from Aurizon Network. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.

Obligation to Provide Security. (a) The Operator must deliver to Aurizon NetworkQueensland Rail, prior to the operation of Train Services, and maintain during the Term security for the performance of the OperatorO perator’s obligations under this Agreement in the form of: (i) an unconditional and irrevocable bank guarantee (or equivalent), for the Security Amount, in favour of Aurizon Network Queensland Rail issued by a bank holding a current Australian banking licence and with a credit rating acceptable to Aurizon Network and in the form set out in Schedule 13 or such other form as is reasonably acceptable to Aurizon NetworkQueensland Rail; or (ii) any other security reasonably acceptable to Aurizon Network, (the “Security”). Aurizon Network shall not unreasonably withhold or delay its acceptance of any security delivered by the Operator for the purposes of this Clause 2.4(a).Queensland Rail, (b) Where the Operator has delivered a Security to Aurizon Network Queensland Rail in the form of cash, Aurizon Network Queensland Rail will pay interest to the Operator annually at the Security Interest Rate published on the day the Security is provided. The Security Interest Rate shall be reset on the first Business Day of each Month (“Reset Date”) for that Month. Such interest shall be capitalised at each Reset Date and such capitalised interest shall itself bear interest at the Security Interest Rate. (c) The Operator may, with Aurizon NetworkQueensland Rail’s consent, replace any Security provided by the Operator in accordance with this Clause 2.4 with replacement Security. If the Operator replaces any existing Security with a replacement Security then Aurizon Network Queensland Rail will release the existing Security in accordance with Clause 2.6(b). (d) The provision and continuance of the Security (or of any additional or replacement Security provided by the Operator in accordance with Clause 2.4(c) or Clause 2.4(f)) is a condition of the performance by Aurizon Network Queensland Rail of its obligations under this Agreement. (e) If at any time during the Term the Operator is not required to give Aurizon Network Queensland Rail a Security in accordance with this Agreement and Aurizon Network Queensland Rail does not hold a Security from the Operator, the Operator must provide a Security within fourteen ten (1410) days Business Days after receipt of a notice from Aurizon Network Queensland Rail where: (i) an event of default by the Operator in regard to payment of any amount due under this Agreement has occurred, that event of default is not the subject of a bona fide dispute between the Parties and such default continues for seven five (75) days Business Days after notice of such default from Aurizon NetworkQueensland Rail; or (ii) in the event of an Assignment or at any time during the Term, if Aurizon Network Queensland Rail is reasonably of the opinion that the Operator is: (A) no longer financially sound; (B) no longer able to meet its debts as and when they fall due; or or (C) not otherwise capable of performing its obligations under this Agreement.this (f) If at any time during the Term the Security held by Aurizon Network Queensland Rail is less than the Security Amount (including for reasons that Aurizon Network Queensland Rail has drawn on or applied the Security in accordance with Clause 2.5), the Operator must increase the Security by the amount determined by Aurizon Network Queensland Rail as required to ensure that the Security is for the Security Amount, and deliver to Aurizon Network Queensland Rail an additional or replacement Security to reflect the change within fourteen ten (1410) days Business Days after receipt of notice from Aurizon NetworkQueensland Rail. (g) If the Operator considers its financial circumstances have changed such that a Security would no longer be required, the Operator may request Aurizon Network Queensland Rail in writing (but not more than once in any twelve (12) Month Period) to review the creditworthiness of the Operator and Aurizon Network Queensland Rail will undertake such a review. (h) To the extent that the End User has exercised its right to provide Security on behalf of the Operator in accordance with clause 3.7 of the End User Access Agreement and the Security provided by the End User meets the requirements of this Clause 2.4, Aurizon Network agrees that provision of such Security will be treated as satisfying the Operator’s obligation to provide Security pursuant to this Clause 2.4.