Common use of Assignment by Aurizon Network Clause in Contracts

Assignment by Aurizon Network. (a) Aurizon Network may assign and transfer all (and not part only) of its rights and obligations under this Deed to another person provided that: (i) Aurizon Network also assigns and transfers at the same time to the proposed transferee: (A) if Aurizon Network is an “Ordinary Unit Holder”, its “Ordinary Unit”) (each defined in the Unit Holders Deed) in accordance with the requirements of the Unit Holders Deed; (B) all of Aurizon Network’s rights and obligations under any Sublease, any Land Licence and the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed), in accordance with the requirements of the Transaction Documents; (C) all of Aurizon Network’s rights and obligations under the Land Lease, in accordance with the requirements of the Land Lease; (D) all of Aurizon Network’s rights and obligations under the Infrastructure Lease, in accordance with the requirements of the Infrastructure Lease; and (E) all of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed and any "Sublease" and any "Land Licence" (as defined in an Other Integrated Network Deed); and (ii) the proposed transferee has provided to each other Party a duly executed deed, in a form reasonably required by the other Parties, under which the proposed transferee undertakes to each other Party to assume the rights, and be bound by the obligations (including accrued obligations), of Aurizon Network under this Deed as if it were Aurizon Network. (b) Aurizon Network must not: (i) if Aurizon Network is an “Ordinary Unit Holder”, transfer its “Ordinary Unit” (each defined in the Unit Holders Deed); (ii) assign or transfer any of Aurizon Network’s rights and obligations under any Sublease, any Land Licence or the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed); (iii) assign or transfer any of Aurizon Network’s rights and obligations under the Land Lease; (iv) assign or transfer any of Aurizon Network’s rights and obligations under the Infrastructure Lease; or (v) assign or transfer any of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed or any "Sublease" or "Land Licence" (as defined in an Other Integrated Network Deed), to a proposed transferee unless: (vi) Aurizon Network also assigns and transfers at the same time to the proposed transferee: (A) if Aurizon Network is an “Ordinary Unit Holder”, its “Ordinary Unit” (each defined in the Unit Holders Deed) in accordance with the requirements of the Unit Holders Deed; (B) all of Aurizon Network’s rights and obligations under any Sublease, any Land Licence and the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed and as a “Unit Holder” under the “Extension Project Agreement”), in accordance with the requirements of the Transaction Documents; (C) all of Aurizon Network’s rights and obligations under the Land Lease, in accordance with the requirements of the Land Lease; (D) all of Aurizon Network’s rights and obligations under the Infrastructure Lease, in accordance with the requirements of the Infrastructure Lease; (E) all of Aurizon Network’s rights and obligations under this Deed; and (F) all of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed and any "Sublease" and any "Land Licence" (as defined in an Other Integrated Network Deed); and (vii) the proposed transferee has provided to each other Party a duly executed deed, in a form reasonably required by the other Parties, under which the proposed transferee undertakes to each other Party to assume the rights, and be bound by the obligations (including accrued obligations), of Aurizon Network under this Deed as if it were Aurizon Network. (c) If Aurizon Network, with the consent of the Infrastructure Lessor under clause [15.2(e)] of the Extension Infrastructure Head-Lease, proposes to assign or transfer Aurizon Network’s rights and obligations under the Extension Infrastructure Head-Lease in so far as they relate to part only of the Extension Infrastructure, the Parties must, promptly after being requested to do so by Aurizon Network, enter into a deed (Transferee Financing Side Deed) with the assignee of such rights and obligations under the Extension Infrastructure Head-Lease on the same terms and conditions as this Deed (except that the assignee will be the party which is “Aurizon Network” under such Transferee Financing Side Deed and the “Integrated Network Deed” will be the Transferee Integrated Network Deed entered into under clause [16.4(c)] of the Integrated Network Deed in connection with such assignment or transfer) with effect on and from the date of such assignment or transfer. (d) Upon a Transferee Financing Side Deed taking effect, the agreement giving effect to such assignment or transfer of Aurizon Network’s rights and obligations under the Extension Infrastructure Head-Lease as relate to part of the Extension Infrastructure (Transferee Extension Infrastructure Head-Lease) will be deemed to be the “Extension Infrastructure Head-Lease” for the purposes of the Transferee Financing Side Deed.

Assignment by Aurizon Network. (a) Aurizon Network may assign and transfer all (and not part only) of its rights and obligations under this Deed to another person provided that: (i) Aurizon Network also assigns and transfers at the same time to the proposed transferee: (A) if Aurizon Network is an “Ordinary Unit Holder”, its “Ordinary Unit”) ” (each as defined in the Unit Holders Deed) in accordance with the requirements of the Unit Holders Deed; (B) all of Aurizon Network’s rights and obligations under any Sublease, any Land Licence and the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed), in accordance with the requirements of the Transaction Documents; (C) all of Aurizon Network’s rights and obligations under the Land Lease, in accordance with the requirements of the Land Lease; (D) all of Aurizon Network’s rights and obligations under the Infrastructure Lease, in accordance with the requirements of the Infrastructure Lease; and (E) all of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed and any "Sublease" and any "Land Licence" (as defined in an Other Integrated Network Deed); and (ii) the proposed transferee has provided to each other Party a duly executed deed, in a form reasonably required by the other Parties, under which the proposed transferee undertakes to each other Party to assume the rights, and be bound by the obligations (including accrued obligations), of Aurizon Network under this Deed as if it were Aurizon Network. (b) Aurizon Network must not: (i) if Aurizon Network is an “Ordinary Unit Holder”, transfer its “Ordinary Unit” (each as defined in the Unit Holders Deed); (ii) assign or transfer any of Aurizon Network’s rights and obligations under any Sublease, any Land Licence or the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed); (iii) assign or transfer any of Aurizon Network’s rights and obligations under the Land Lease; (iv) assign or transfer any of Aurizon Network’s rights and obligations under the Infrastructure Lease; or (v) assign or transfer any of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed or any "Sublease" or "Land Licence" (as defined in an Other Integrated Network Deed), to a proposed transferee unless: (vi) Aurizon Network also assigns and transfers at the same time to the proposed transferee: (A) if Aurizon Network is an “Ordinary Unit Holder”, its “Ordinary Unit” (each as defined in the Unit Holders Deed) in accordance with the requirements of the Unit Holders Deed; (B) all of Aurizon Network’s rights and obligations under any Sublease, any Land Licence and the other Transaction Documents (other than, if Aurizon Network is a Preference Unit Holder, Aurizon Network’s Preference Units and its rights and obligations as a Preference Unit Holder under the Unit Holders Deed and as a “Unit Holder” under the “Extension Project Agreement”), in accordance with the requirements of the Transaction Documents; (C) all of Aurizon Network’s rights and obligations under the Land Lease, in accordance with the requirements of the Land Lease; (D) all of Aurizon Network’s rights and obligations under the Infrastructure Lease, in accordance with the requirements of the Infrastructure Lease; (E) all of Aurizon Network’s rights and obligations under this Deed; and (F) all of Aurizon Network's rights and obligations under the Extension Infrastructure Head-Lease, any Other Extension Infrastructure Head-Lease, any Other Integrated Network Deed and any "Sublease" and any "Land Licence" (as defined in an Other Integrated Network Deed); and (vii) the proposed transferee has provided to each other Party a duly executed deed, in a form reasonably required by the other Parties, under which the proposed transferee undertakes to each other Party to assume the rights, and be bound by the obligations (including accrued obligations), of Aurizon Network under this Deed as if it were Aurizon Network. (c) If Aurizon Network, with the consent of the Infrastructure Lessor under clause [15.2(e)] of the Extension Infrastructure Head-Lease, proposes to assign or transfer Aurizon Network’s rights and obligations under the Extension Infrastructure Head-Lease in so far as they relate to part only of the Extension Infrastructure, the Parties must, promptly after being requested to do so by Aurizon Network, enter into a deed (Transferee Financing Side Integrated Network Deed) with the assignee of such rights and obligations under the Extension Infrastructure Head-Lease on the same terms and conditions as this Deed (except that the assignee will be the party which is “Aurizon Network” under such Transferee Financing Side Integrated Network Deed and the “Extension Infrastructure Head-Lease” under such Integrated Network Deed” Deed will be the Transferee Integrated Network Deed entered into under clause [16.4(c)] of the Integrated Network Deed in connection with such assignment or transferExtension Infrastructure Head-Lease) with effect on and from the date of such assignment or transfer. (d) Upon a Transferee Financing Side Integrated Network Deed taking effect, : (i) the agreement giving effect to such assignment or transfer of Aurizon Network’s rights and obligations under the Extension Infrastructure Head-Lease as relate to part of the Extension Infrastructure (Transferee Extension Infrastructure Head-Lease) will be deemed to be the “Extension Infrastructure Head-Lease” for the purposes of the Transferee Financing Side Integrated Network Deed; (ii) the Transferee Integrated Network Deed will be deemed to be an Other Integrated Network Deed for the purposes of this Deed; and (iii) the Transferee Extension Infrastructure Head-Lease will be deemed to be an Other Extension Infrastructure Head-Lease for the purposes of this Deed. (e) Upon a “Transferee Integrated Network Deed” (as defined in an Other Integrated Network Deed) taking effect under a provision of the Other Integrated Network Deed which corresponds with clause 16.4(c): (i) the “Transferee Integrated Network Deed” (as defined in the Other Integrated Network Deed) will be deemed to be an Other Integrated Network Deed for the purposes of this Deed; and (ii) the agreement which is deemed to be the “Extension Infrastructure Head-Lease” for the purposes of the “Transferee Integrated Network Deed” (as defined in the Other Integrated Network Deed) will be deemed to be an Other Extension Infrastructure Head- Lease for the purposes of this Deed.