Common use of Assignment by the Access Holder Clause in Contracts

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the Access Holder shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheld. (b) The Access Holder 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 Access Holder which is capable of performing the obligations of the Access Holder under this Agreement provided that the Access Holder 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 Access Holder 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 Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with QR Network by deed, in such terms as QR Network may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the Access Holder shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of QR NetworkQR, which consent may not be unreasonably withheld. (b) The Access Holder 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 Access Holder which is capable of performing the obligations of the Access Holder under this Agreement provided that the Access Holder 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 Access Holder 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 Access Holder with the prior written consent of QR NetworkQR, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with QR Network by deed, in such terms as QR Network may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Acces s Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,

Assignment by the Access Holder. ‌ (a) Subject to the following provisions of this Clause 21.2, the The Access Holder shall not may only Assign all or part of its rights or obligations, or any part thereof, and obligations under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheldagreement in accordance with this clause 22.2. (b) The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this Agreementagreement, Assign the whole of its rights and obligations under this Agreement agreement to: (i) subject to clause 22.2(c), a Related Body Corporate of the Access Holder which Party who is capable of performing the obligations of the Access Holder under this Agreement agreement; or‌ (ii) a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld if Queensland Rail is satisfied (acting reasonably) that such person: (A) has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and (B) is otherwise capable of performing the Access Holder’s obligations under this agreement. (c) Where clause 22.2(b)(i) applies:‌ (i) the Access Holder shall remain remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that (Assigned Obligations); and‌ (ii) the Assignee’s performance by of the Assignee Assigned Obligations will pro tanto (to the extent of such performance) discharge the Access Holder from Holder’s liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this AgreementAssigned Obligations. (cd) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be agreement is conditional upon on and will does not take effect until until: (i) the Assignee covenants with QR Network Queensland Rail by deed, in such terms as QR Network Queensland Rail may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder;agreement; and (ii) deal with the Assignee provides to Queensland Rail any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt Security that is required to take any action having the effect: (A) of altering the control of the Access Holder; or (B) that the shareholders of be provided and maintained by the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,accordance with clause 17.‌

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the Access Holder shall not Assign its rights or obligations, or any part thereof, under this Agreement without the prior written consent of QR NetworkQR, which consent may not be unreasonably withheld. (b) The Access Holder 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 Access Holder which is capable of performing the obligations of the Access Holder under this Agreement provided that the Access Holder 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 Access Holder 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 Access Holder with the prior written consent of QR NetworkQR, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with QR Network by deed, in such terms as QR Network may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,, until the requirements of this Clause 21.2 have been complied with.

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the Access Holder shall not Assign its rights or obligations, or any part thereof, under this t his Agreement without the prior written consent of QR NetworkQR, which consent may not be unreasonably withheld. (b) The Access Holder 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 Access Holder which is capable of performing the obligations of the Access Holder under this Agreement provided that the Access Holder 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 Access Holder 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 Access Holder with the prior written consent of QR NetworkQR, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be conditional upon and will not take effect until the Assignee covenants with QR Network by deed, in such terms as QR Network may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,Holder until the requirements of this Clause 21.2 have been complied with.

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the The Access Holder shall not may only Assign all or part of its rights or obligations, or any part thereof, and obligations under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheld. (b) agreement in accordance with this clause 22.2. The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this Agreementagreement, Assign the whole of its rights and obligations under this Agreement agreement to: (i) : subject to clause 22.2(c), a Related Body Corporate of the Access Holder which Party who is capable of performing the obligations of the Access Holder under this Agreement agreement; or a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld if Queensland Rail is satisfied (acting reasonably) that such person: has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and is otherwise capable of performing the Access Holder’s obligations under this agreement. Where clause 22.2(b)(i) applies: the Access Holder shall remain remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee (Assigned Obligations); and provided however that the Assignee’s performance by of the Assignee Assigned Obligations will pro tanto (to the extent of such performance) discharge the Access Holder from Holder’s liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Assigned Obligations. Any Assignment by the Access Holder of its rights or obligations under this Agreement will be agreement is conditional upon on and will does not take effect until until: the Assignee covenants with QR Network Queensland Rail by deed, in such terms as QR Network Queensland Rail may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where agreement; and the Assignee provides to Queensland Rail any Security that is required to be provided and maintained by the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreementaccordance with clause 17. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the The Access Holder shall not may only Assign all or part of its rights or obligations, or any part thereof, and obligations under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheld. (b) agreement in accordance with this clause 22.2. The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this Agreementagreement, Assign the whole of its rights and obligations under this Agreement agreement to: (i) : subject to clause 22.2(c), a Related Body Corporate of the Access Holder which Party who is capable of performing the obligations of the Access Holder under this Agreement agreement; or a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld if Queensland Rail is satisfied (acting reasonably) that such person: if Queensland Rail is satisfied (acting reasonably) that such person: has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and is otherwise capable of performing the Access Holder’s obligations under this agreement. Where clause 22.2(b)(i) applies: the Access Holder shall remain remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee (Assigned Obligations); and provided however that the Assignee’s performance by of the Assignee Assigned Obligations will pro tanto (to the extent of such performance) discharge the Access Holder from Holder’s liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this Agreement. (c) Assigned Obligations. Any Assignment by the Access Holder of its rights or obligations under this Agreement will be agreement is conditional upon on and will does not take effect until until: the Assignee covenants with QR Network Queensland Rail by deed, in such terms as QR Network Queensland Rail may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where agreement; and the Assignee provides to Queensland Rail any Security that is required to be provided and maintained by the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreementaccordance with clause 17. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder; (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 Access Holder; or (B) that the shareholders of the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the The Access Holder shall not may only Assign all or part of its rights or obligations, or any part thereof, and obligations under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheldagreement in accordance with this clause 21.222.2. (b) The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this Agreementagreement, Assign the whole of its rights and obligations under this Agreement agreement to: (i) subject to clause 21.2(c)22.2(c), a Related Body Corporate of the Access Holder which Party who is capable of performing the obligations of the Access Holder under this Agreement agreement; or (ii) a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld if Queensland Rail is satisfied (acting reasonably) that such person: (A) has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and (B) is otherwise capable of performing the Access Holder’s obligations under this agreement. (c) Where clause 21.2(b)(i)22.2(b)(i) applies: (i) the Access Holder shall remain remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that (Assigned Obligations); and (ii) the Assignee’s performance by of the Assignee Assigned Obligations will pro tanto (to the extent of such performance) discharge the Access Holder from Holder’s liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this AgreementAssigned Obligations. (cd) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be agreement is conditional upon on and will does not take effect until until: (i) the Assignee covenants with QR Network Queensland Rail by deed, in such terms as QR Network Queensland Rail may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder;agreement; and (ii) deal with the Assignee provides to Queensland Rail any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt Security that is required to take any action having the effect: (A) of altering the control of the Access Holder; or (B) that the shareholders of be provided and maintained by the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,accordance with clause 17.

Assignment by the Access Holder. (a) Subject to the following provisions of this Clause 21.2, the The Access Holder shall not may only Assign all or part of its rights or obligations, or any part thereof, and obligations under this Agreement without the prior written consent of QR Network, which consent may not be unreasonably withheldagreement in accordance with this clause 22.2. (b) The Access Holder may, provided it is not in material default in the performance or observance of any of its obligations under this Agreementagreement, Assign the whole of its rights and obligations under this Agreement agreement to: (i) subject to clause 22.2(c), a Related Body Corporate of the Access Holder which Party who is capable of performing the obligations of the Access Holder under this Agreement agreement; or (ii) a person who is not a Related Party with the prior written consent of Queensland Rail provided that such consent will not be unreasonably withheld if Queensland Rail is satisfied (acting reasonably) that such person: (A) has the financial resources and capability to perform the Access Holder’s obligations under this agreement; and (B) is otherwise capable of performing the Access Holder’s obligations under this agreement. (c) Where clause 22.2(b)(i) applies: (i) the Access Holder shall remain remains liable for the performance of the duties, responsibilities and obligations assumed by the Assignee and provided however that (Assigned Obligations); and (ii) the Assignee’s performance by of the Assignee Assigned Obligations will pro tanto (to the extent of such performance) discharge the Access Holder from Holder’s liability for performance of those duties, responsibilities and obligations that are Assigned; or (ii) a person other than a Related Body Corporate of the Access Holder with the prior written consent of QR Network, provided that such consent will not be unreasonably withheld if QR Network is satisfied that such person: (A) is financially sound; and (B) is otherwise capable of performing the obligations of the Access Holder under this AgreementAssigned Obligations. (cd) Any Assignment by the Access Holder of its rights or obligations under this Agreement will be agreement is conditional upon on and will does not take effect until until: (i) the Assignee covenants with QR Network Queensland Rail by deed, in such terms as QR Network Queensland Rail may reasonably require, to be bound by and to perform the obligations of the Access Holder and Operator under this Agreement. (d) Except where the Access Holder is a company the shares in which are quoted by the Australian Stock Exchange Limited, any change in shareholding of the Access Holder altering the effective control of the Access Holder will be deemed to be an Assignment of this Agreement. (e) The Access Holder shall not: (i) register, record or enter in its books any transfer of any share or shares in the capital of the Access Holder;agreement; and (ii) deal with the Assignee provides to Queensland Rail any beneficial interest in any such share or shares; (iii) issue any new share or shares; or (iv) take or attempt Security that is required to take any action having the effect: (A) of altering the control of the Access Holder; or (B) that the shareholders of be provided and maintained by the Access Holder at the date of this Agreement together beneficially hold or control less than 51% of the voting rights of capital in the Access Holder,accordance with clause 17.